TCR_Public/090617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 17, 2009, Vol. 13, No. 166

                            Headlines

2M MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
330 NAOMI: Case Summary & 15 Largest Unsecured Creditors
113343 HOMEDALE: Case Summary & 2 Largest Unsecured Creditors
ABITIBIBOWATER INC: Court Approves PwC U.S. as Tax Advisors
ABITIBIBOWATER INC: Court Approves PwC Canada as Auditors

ABITIBIBOWATER INC: Court OKs Ernst & Young as Tax Advisors
ABITIBIBOWATER INC: Committee Proposes Paul Hastings as Counsel
ABITIBIBOWATER INC: Committee Proposes Bayard as Delaware Counsel
ABITIBIBOWATER INC: Committee Taps Bennett Jones as Canadian Attys
ABITIBIBOWATER INC: Committee Proposes FTI as Financial Advisors

ABITIBIBOWATER INC: Committee Taps Lazard as Investment Bankers
ABITIBIBOWATER INC: Committee Taps GCG as Communications Agent
ACCENTIA BIOPHARMA: Creditors Panel Reduced to 4 Members
ACCENTIA BIOPHARMA: Biovest Can Borrow $3 Million From Corps Real
ADVANCED NITRIDING: Case Summary & 7 Largest Unsecured Creditors

AIR CANADA: Reaches Tentative Restructuring Deal With Pilots
AM OPERATING: Files for Chapter 11 Bankruptcy Protection
AMERICAN INSTITUTIONAL: Section 341(a) Meeting Slated for July 2
AMSTERDAM 78 MEZZ: Secured Party Schedules Foreclosure on June 19
ANCHOR BLUE: Court Approves Bidding Procedures for Stores

ANCHOR PROPERTIES: Section 341(a) Meeting Scheduled for July 8
ASARCO LLC: Amends Plan to Include Sterlite Agreement
ASARCO LLC: Proposes Solicitation Process for Competing Plans
ASARCO LLC: Seeks to Amend $5MM L/C Credit Facility
ATERMIS HOLDING: Case Summary & Largest Unsecured Creditor

ATHENS BIODIESEL: Sec. 341 Meeting of Creditors Tomorrow
ATLANTIC BROADBAND: Moody's Gives Stable Outlook on 'B1' Rating
BALLY TOTAL: Files Chapter 11 Plan And Disclosure Statement
BALLY TOTAL: Proposes Plan Support Pact & Exit Facility
BALLY TOTAL: Can Use Cash Collateral Until July 31

BALLY TOTAL: Can Reject Anchor Processing Pact, Other Deals
BALLY TOTAL: Court OKs Payment of Fees to Committee Professionals
BANKUNITED FINANCIAL: Section 341(a) Meeting Scheduled for June 25
BARZEL FINCO: Nonpayment of Interest Cues Moody's 'D' Rating
BEARINGPOINT INC: PwC Completes Deal for North American Unit

BIORELIANCE CORPORATION: Moody's Cuts Corp. Family Rating to 'B3'
BORVADA LP: Case Summary & 20 Largest Unsecured Creditors
BRSP LLC: S&P Assigns 'BB-' Initial Rating on $275 Mil. Loan
BUILDING MATERIALS: Files for Bankruptcy, Secures $80MM DIP Loan
BUILDING MATERIALS: Case Summary & 50 Largest Unsecured Creditors

CANON COMMUNICATIONS: S&P Gives Negative Outlook, Keeps 'B' Rating
CAPITAL GROWTH: Board of Directors Ends Engagement of BDO Seidman
CARMIKE CINEMAS: S&P Gives Stable Outlook, Affirms 'B-' Rating
CHASE KNOLLS: Key Real to Sell 100% Interest in Chase Knolls
CHEM RX: Extends Forbearance Pact with Lenders Until June 26

CIFG ASSURANCE: Eroding Insured Portfolio Cues S&P's Junk Ratings
CIFG EUROPE: Eroding Insured Portfolio Cues S&P's Junk Ratings
CIFG GUARANTY: Eroding Insured Portfolio Cues S&P's Junk Ratings
CINEMARK HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
CINEMARK USA: Moody's Assigns 'B3' to New $470MM Senior Notes

CITIGROUP INC: Five Firms Continue to Vie for Nikko
CJ ERECTORS: Case Summary & 17 Largest Unsecured Creditors
COLUMBIAN PUBLISHING: May Exit Ch 11 in 5 Months; Plan Due in July
CONDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
CRESCENT RESOURCES: S&P Revises Recovery Rating to '5'

DEAN FOODS: Alpro Acquisition Won't Affect Moody's 'B1' Rating
DEAN FOODS: Vandemoortele Deal Won't Affect S&P's 'BB-' Rating
DELPHI CORP: Stakeholders Oppose Terms of New Ch. 11 Plan
DELPHI CORP: Insists GM, Platinum-Backed Plan Only Feasible Option
DELPHI CORP: Judge Drain Directs Sale Protocol; Icahn Eyes Deal

DELPHI CORP: Committee Opposes Old Voting Record Date for New Plan
DELPHI CORP: Court Enters Interim Order for Add'l GM Advances
DELPHI CORP: Get June 20 Extension for Accommodation Pact
DELPHI CORP: Seeks to Drop Admin. Status of Reclamation Claims
DETROIT CITY: S&P Downgrades Rating on 1997B Tax Bonds to 'B'

DILLSBORO HOSPITALITY: Voluntary Chapter 11 Case Summary
DOUBLE R: Files for Chapter 11 Bankruptcy Protection
EME TRUST: Voluntary Chapter 11 Case Summary
ENERJEX RESOURCES: Amendment to Debenture Allows PIK Payment
ENERGY PARTNERS: Hearing on Pre-Negotiated Plan on July 29

EVERETT MARITIME: Meeting of Creditors Scheduled for June 25
EVERGREEN SECURITY: Recusal Motion Results in Sanctions
EXTENDED STAY: Seeks July 30 Extension of Schedules Deadline
EZ LUBE: Seeks to Assume 73 Property Leases
FILENE'S BASEMENT: Syms Corp. Expects to Close Sale by Thursday

FIRST NICKEL: Arranges $10MM Convertible Working Capital Facility
FLYING J: Big West Entry Into New CBA with USW Approved
GANNETT CO: Chairman & CEO Takes Leave of Absence; CFO Takes Over
GENERAL MOTORS: Bondholders Tap Patton Boggs as Legal Counsel
GEORGE IFEORAH: Case Summary & 10 Largest Unsecured Creditors

GOODY'S LLC: First California Equity Group Bids for Goody's Name
GREGORY PIPING: Case Summary & 8 Largest Unsecured Creditors
HAIGHTS CROSS: Mulls Exchange Offer of 12-1/2% Sr. Discount Notes
HANOVER INSURANCE: Amends Tender Offer for Securities, Debentures
HURRICANE MEMPHIS: Court Says Chapter 11 Plan Not Feasible

IED PINNACLE: Section 341(a) Meeting Slated for June 23 in Arizona
ISOLAGEN INC: Files for Chapter 11 Bankruptcy in Delaware
ISOLAGEN INC.: Case Summary & 20 Largest Unsecured Creditors
JO CONLEY: Case Summary & 10 Largest Unsecured Creditors
JOBSON MEDICAL: S&P Gives Negative Outlook; Keeps 'CCC+' Rating

JOCKEY'S GUILD: Settles Legal Dispute With Ex-CEO Wayne Gertmenian
KINETEK INC: Reduced Earnings Cue Moody's to Junk Corp. Rating
KIWA BIO-TECH: Auditor Resigns due to Unsettled 2008 Service Fee
LIMITED BRANDS: Moody's Assigns 'Ba2' Rating on $500 Mil. Notes
LIMITED BRANDS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes

LINENS 'N THINGS: Court Confirms Third Amended Plan
MAHALO ENERGY: U.S. Trustee Sets Meeting of Creditors for July 13
METALDYNE CORP: Signs $100MM Deal to Sell Powertrain Biz to RHJ
METRO GROUP: BMO to Conduct June 25 Auction of Personal Property
MICHAEL PYLMAN: Case Summary & 20 Largest Unsecured Creditors

MICHAEL RYAN: Voluntary Chapter 11 Case Summary
MIDWAY GAMES: Court Sets July 15 General Claims Bar Date
MOMENTIVE PERFORMANCE: Moody's Cuts Default Rating to 'Ca/LD'
MOMENTIVE PERFORMANCE: S&P Cuts Corporate Credit Rating to 'SD'
MYSPACE.COM: Will Lay Off Almost 30% of Employees

NATIONAL BEEF: Vulnerable to Trade Bans Caused by Viruses
NESTOR INC: Court Appoints Jonathan N. Savage as Interim Receiver
NOVEMBER 2005: US Trustee Unable to Name Panel on Lack of Interest
NUINSCO RESOURCES: Can't Pay $5MM Loan; In Talks with Lenders
NUTRITIONAL SOURCING: Files Disclosure Statement & Amended Plan

PALISADES 160N303: Voluntary Chapter 11 Case Summary
PETTERS COMPANY: Ritchie Asks Court to Convert PGW's Case to Ch 7
PHOENIX COYOTES: Court Rejects Team Sale to Jim Balsillie
PILGRIM'S PRIDE: Vulnerable to Trade Bans Caused by Viruses
POLAROID CORP: Creditor Opposes Conversion, Cites Unabated Fraud

PSYSTAR CORP: Apple Seeks to Resume Lawsuit Against Firm
QIMONDA AG: Voluntary Chapter 15 Case Summary
QUEBECOR WORLD: Arizona Agency Says Plan Fails to Pay On Time
QUEBECOR WORLD: Hearing on Riverside's Bid for Examiner Today
QUEBECOR WORLD: Monitor's Review on Reorganization Plan

QUEBECOR WORLD: Riverside Balks at Plan's Third-Party Releases
QUEBECOR WORLD: Moody's Downgrades Corporate Family Rating to 'B2'
QVC INC: Obtains Covenant Relief, Extension of Credit Facilities
RAILAMERICA INC: Moody's Assigns 'B1' Rating on $700 Mil. Notes
RAILAMERICA INC: S&P Assigns Corporate Credit Rating at 'B+'

RAYMOND TICH LU: Case Summary & 13 Largest Unsecured Creditors
REVETT MINERALS: Restructures $4.3MM Trafigura Note Due June 30
REGATTA BAY: Chapter 11 Plan Held to be Fair & Equitable
RH DONNELLEY: Files 13-Week Rolling Cash Forecast
RH DONNELLEY: Proposes to Employ Grubb & Ellis as Consultant

RH DONNELLEY: Proposes to Employ Sitrick as Consultant
RH DONNELLEY: Proposes to Hire Young Conaway as Counsel
RH DONNELLEY: Seeks to Employ KPMG as Tax Consultants
RH DONNELLEY: To Hire Lazard Freres as Investment Bankers
RH DONNELLEY: To Hire Sidley Austin as Bankruptcy Counsel

RH DONNELLEY: RR Donnelley & 4 Others Named to Creditors Panel
ROBERT ALMARAZ: Case Summary & Four Largest Unsecured Creditors
RYLAND GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
SENDTEC INC.: Case Summary & 20 Largest Unsecured Creditors
SENDTEC INC: PHIDS Inc. Makes Offer to Buy Assets

SHAW COMMUNICATION: Moody's Rates Preferred Share at 'Ba1'
SIGNATURE WW RELOCATION: Voluntary Chapter 11 Case Summary
SIX FLAGS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
SIX FLAGS: Chapter 11 Filing Prompts Fitch's Rating Cut to 'D'
SIX FLAGS: Proposes to Employ Paul Hastings As Counsel

SIX FLAGS: Obtains Court Nod for KCC as Claims and Notice Agent
SIX FLAGS: U.S. Trustee Schedules Sec. 341 Meeting for July 31
SMITTY'S BUILDING: Creditors Approve Reorganization Plan
SOUTH SOUND: U.S. Trustee Sets Meeting of Creditors for June 25
SPECTRUM BRANDS: Has $242MM Exit Financing Commitment From GECC

STEWART ENTERPRISES: Moody's Affirms 'Ba3' Corporate Family Rating
STOCK BUILDING: Court Confirms Plan of Reorganization
TIERRA DEL SOL: Section 341(a) Meeting Set for June 22 in Florida
TOUSA INC: Newmark Homes Signs Deal to Acquire Houston Assets
TYSON FOODS: To Withstand Trade Bans Cased by Viruses, Says Fitch

WESTFALL PENNSYLVANIA: Files for Chapter 9 Protection
WIGWAM DAIRY: Case Summary & Largest Unsecured Creditor
WILLIAM LYON: S&P Downgrades Corporate Credit Rating to 'SD'

* Canada Gov't Provides C$450MM Funds for Bank of Canada
* Fitch Reports Sporadic Trade Bans Caused by Animal Viruses

* Upcoming Meetings, Conferences and Seminars

                            *********

2M MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 2M Management Group, LLC
        1146 Davis Road
        Smyrna, GA 30080

Bankruptcy Case No.: 09-75376

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Cameron M. McCord, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: cmccord@joneswalden.com

                  Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: ljones@joneswalden.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/ganb09-75376.pdf

The petition was signed by Marlon Loyd.


330 NAOMI: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 330 NAOMI, LLC
        9906 Lower Azusa Rd
        El Monte, CA 91731

Bankruptcy Case No.: 09-24911

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Robert Berke, Esq.
                  Berke Law Offices
                  7108 De Soto Ave # 206
                  Canoga Park, CA 91303
                  Tel: (818) 804-5729

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
15 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-24911.pdf

The petition was signed by Jing Gong, managing member of the
Company.


113343 HOMEDALE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 113343 Homedale, LLC
        4308 Agnes Ave
        Los Angeles, CA 91604

Bankruptcy Case No.: 09-17285

Chapter 11 Petition Date: June 15, 2009

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

Judge: Geraldine Mund

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

Total Assets: $1,000,000

Total Debts: $3,110,418

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

          http://bankrupt.com/misc/cacb09-17285.pdf

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


ABITIBIBOWATER INC: Court Approves PwC U.S. as Tax Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permits
Abitibibowater Inc. to employ PricewaterhouseCoopers LLP, U.S., to
provide them with tax and tax-related services in their Chapter 11
cases, nunc pro tunc to May 11, 2009.

No objections were asserted against the PwC Application, the
Debtors said.

William G. Harvey, senior vice president and chief financial
officer of AbitibiBowater, said PwC US will provide the Debtors
with tax consulting services related to:

  (i) the eligibility for tax benefits for three plants to
      benefit from "black liquor" tax credits under the
      Alternate Fuel Engagement Letter dated May 11, 2009; and

(ii) general tax consulting under the Tax Engagement Letter,
      dated May 12, 2009.

Specifically, PwC US will:

  (1) provide advice and answers to questions on international,
      federal and state, tax and reporting matters, including
      research, discussions, preparation or memoranda and
      attendance at meetings, as necessary;

  (2) prepare, review and finalize Plant Tour Summaries and Mill
      Reports, which consist of discussions and interviews of
      selected ABH financial, engineering, and operations
      personnel to identify and document an understanding of
      the process that may be eligible for tax benefits under
      Section 6426(e) of the Internal Revenue Code;

  (3) prepare, complete and review Technical Memorandum 6426(e),
      6426(e) opinion questionnaire, 6426(e) opinion, and
      6426 (e) client representations;

  (4) analyze and give opinion regarding the inclusion of
      Section 61 of the Internal Revenue Code with respect to
      AFMC credits in taxable income; and

  (5) continuously support regarding possible legislative
      changes to AFMC.

The Debtors will pay PwC US in accordance with these hourly
rates:

        Designation                      Hourly Rate
        -----------                      -----------
        Partners                            $682
        Director                            $407
        Manager                             $308
        Senior Associate                    $231
        Associate                           $160

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

Mr. Harvey relates that on account of prepetition tax advisory
services, the Debtors paid PwC US approximately $808,305 in 2009.
During the 90 days prior to the Petition Date, the Debtors' paid
PwC US approximately $59,700.  In addition, PwC US was owed
approximately $380,375 as of the Petition Date for prepetition
services rendered.  Contingent upon the Court's approval of the
Application, PwC US has agreed to waive its claim to be paid the
amount owed.

Michael Fahey, a partner of PwC US, assures Judge Kevin Carey 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 Approves PwC Canada as Auditors
---------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware permits Abitibibowater Inc. to employ
PricewaterhouseCoopers LLP (Canada) for the provision of audit,
audit-related and tax services, nunc pro tunc to May 11, 2009.

PwC's services include:

  (1) auditing and auditing-related tasks, including:

      * auditing the consolidated financial statements of the
        Debtors as of December 31, 2008, and for the year then
        ending, in accordance with accounting principles
        generally accepted in the United States;

      * performing reviews of the Debtors' unaudited quarterly
        consolidated financial statements for each of the first
        three quarters in the year ending December 31, 2008,
        before they are released, and report to the Audit
        Committee the results of the Review;

      * auditing the Debtors' internal control over financial
        reporting as of December 31, 2008;

      * reviewing the Management's Discussion and Analysis and
        other information included in the Annual Report to
        shareholders;

      * reviewing the electronic versions of the consolidated
        financial statements posted on SEDAR and EDGAR and the
        Debtors' website to determine their accuracy, and
        and provide reports of the Review to the Debtors;

      * providing a written consent to the filings of the Firm's
        Audit Report on SEDAR and EDGAR, or the Firm's Audit
        Report in the Annual Report.

      * auditing the statutory consolidated financial statements
        of the Debtors' subsidiaries that are separate reporting
        issuers, at December 31, 2008, and for the year then
        ending, which will be prepared in accordance with
        Canadian generally accepted accounting principles and
        with accounting principles generally accepted in the
        U.S.; and

      * auditing the financial statements of each of the
        Debtors' consolidated subsidiaries that are joint
        ventures;

  (2) tax consulting services, including advice and answers to
      questions on tax and reporting matters, research,
      discussions, preparation of memoranda and attendance at
      meetings.

The Debtors will ensure that there is no duplication of the PwC
Canada's services with respect to the services to be provided by
PwC US, Mr. Harvey assures Judge Carey.

The Debtors will pay PwC Canada these fees on the various
contemplated services:

  (i) For audit, audit-related services, tax services:

      Designation                           Hourly Rate
      -----------                           -----------
      SEC and GAAP Specialist Partner       $600 - $750
      Partner/Associate Partner             $450 - $600
      Senior Manager/Manager                $295 - $450
      Senior Associate/Associate            $145 - $270
      Paraprofessional, Admin. Assistant    $100 - $140

(ii) For translation services:

      Designation                           Hourly Rate
      -----------                           -----------
      Associate Partner                     $410
      Senior Manager/Manager                $255 - $335
      Senior Associate/Associate            $125 - $215
      Paraprofessional, Admin. Assistant    $85 - $120

(iii) For translation services:

      Designation                           Hourly Rate
      -----------                           -----------
      Associate Partner                     $615 - $680
      Senior Manager/Manager                $425 - $600
      Senior Associate/Associate            $175 - $300
      Paraprofessional, Admin. Assistant    $100 - $140

In addition, the Debtors will pay PwC Canada:

   * a fixed fee of $42,666 for completion of audit procedures
     in respect of the disclosures relating to the Debtors'
     Chapter 11 cases and the Applicants' proceedings under the
     Companies' Creditors Arrangement Act in Canada;

   * a fixed fee of $4,500 for "CSST" certification services
     pursuant to that engagement letter dated February 23, 2009;
     and

   * a fixed fee of $4,500 for chain of custody certification
     services.

The Debtors paid PwC C$12,027,556 for prepetition services within
12 months prior to the Petition Date.  During the 90-day period
prior to the Petition Date, the Debtors say they paid the firm
approximately C$6,114,122.  Mr. Harvey adds that the Debtors owe
PwC Canada approximately US$63,000 and C$44,445 for professional
services rendered prior to the Petition Date.  However, in light
of the Debtors' application to employ PwC Canada, the firm has
agreed to waive the unpaid amount.

Jerry Whelan PwC Canada, maintains 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 Ernst & Young as Tax Advisors
-----------------------------------------------------------
Abitibibowater Inc. and its affiliates obtained permission from
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware to employ Ernst & Young LLP, as their audit and risk
advisory and tax services provider, nunc pro tunc to the Petition
Date.

William G. Harvey, AbitibiBowater's senior vice president and
chief financial officer, relates that the Debtors previously
engaged the prepetition services of E&Y under a Tax Services
Engagement Letter and a Tax Services Engagement Letter, pursuant
to which E& Y prepared certain U.S federal, state and local
corporate tax returns, and assisted the Debtors in their internal
control activities to comply with Section 404 of the Sarbanes-
Oxley Act of 2002 for certain financial reporting years.

As a result of those prepetition Engagements, the Debtors believe
that E&Y has considerable knowledge about them and is already
familiar with their business affairs, which makes the firm well-
qualified to render the tax advisory services in the Debtors'
Chapter 11 cases.  Moreover, the firm's experience in tax and
audit advisory matters is widely recognized, and it regularly
provides such services to large and complex business entities,
Mr. Harvey notes.

As tax advisors to the Debtors, E&Y will:

  (1) continue to assist with the preparation of the Debtors'
      corporate tax returns for the tax year ended December 31,
      2008;

  (2) provide the management with ongoing advice related to its
      internal control activities to comply with Section 404 of
      SOX for the Company's financial reporting year ending
      December 31, 2009;

  (3) assist the Company with the preparation of its
      documentation, testing and evaluation of internal controls
      over financial reporting for significant accounts,
      financial risks, processes, and locations;

  (4) report any finings and recommendations for improvements in
      the controls that E&Y LLP may identify; and

  (5) provide certain professional personnel for the purpose of
      supporting the activities of the Company's internal audit
      function in connection with certain projects as determined
      by the Debtors' management on a "loaned staff' basis; and

  (6) assist and work in conjunction with the Company's internal
      audit function with respect to their responsibilities,
      including providing management-level resources to assist
      in the supervision of E&Y and Company resources in the
      execution of certain internal audit projects, as
      identified and requested by management, which may
      include (i) conducting a risk assessment, (ii) assisting
      with preparation of an audit plan and improvements to it,
      and (iii) assisting with execution of the audit plan.

Mr. Harvey disclosed that the Debtors have also sought to retain
Deloitte Tax LLP as their international, federal, state and local
tax consultants and tax-related reorganization service providers.
The Debtors assure the Court, however, that the Tax Compliance
Services to be performed by E&Y will not be duplicative of
Deloitte's services.

The Debtors will pay E&Y based on the firm's hourly rates, which
vary based on the designated type of Advisory Services performed,
and whether a professional is a Business Risk Services
professional or Technology & Security Risk Services professional:

  * Project Advisory Assistance Services and Teaming Services

                                                   Rate/Hour
                                                  -----------
    Level                                         BRS    TRSS
    -----                                         -----------
    Partner, Principal, Executive Director        $415   $415
    Senior Manager III                            $270   $310
    Senior Manager II                             $260   $300
    Senior Manager I                              $250   $290
    Manager II                                    $205   $235
    Manager I                                     $195   $225
    Senior                                        $150   $170
    Staff                                         $115   $125

  * Loaned Staff Services

                                                   Rate/Hour
                                                  -----------
    Level                                         BRS    TRSS
    -----                                         -----------
    Senior                                        $145   $160
    Staff                                         $115   $120

According to Mr. Harvey, the Debtors and E&Y have already
negotiated the change in rates to be effective for Tax Compliance
Services as of July 1, 2009:

                                                   Rate/Hour
                                                  -----------
                                               Current Beginning
    Level                                               07/01/09
    -----                                      ------- ---------
    National Principal, Partner                 $630      $630
    Principal, Partner                          $500      $500
    National Executive Director                 $570      $570
    Executive Director                          $450      $475
    National Senior Manager                     $500      $500
    Senior Manager                              $385      $410
    Manager                                     $260      $310
    Senior                                      $185      $200
    U.S. Staff                                  $140      $150
    U.S. Intern                                 $105      $105

The Debtors will also reimburse E&Y for the firm's out-of-pocket
expenses.

George Harrison, a partner at E&Y, assures 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: Committee Proposes Paul Hastings as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Paul, Hastings,
Janofsky & Walker LLP as its counsel, effective as of April 28,
2009.  The Committee selected Paul Hastings because of the firm's
extensive experience in and knowledge of business reorganizations
under chapter 11 of the Bankruptcy Code.

As counsel to the Committee, Paul Hastings will:

  (1) consult with the Committee, the Debtors, the U.S. Trustee
      and the Monitor in the Companies' Creditors Arrangement
      Act in Canada, concerning the administration of the
      Chapter 11 cases, the Chapter 15 cases or the CCAA
      Proceedings;

  (2) review, analyze and respond to pleadings filed with this
      Court by the Debtors and to participate at hearings;

  (3) investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the operation of the
      their businesses, and other relevant matters;

  (4) protect the rights and interests of the Committee,
      including, but not limited to, negotiations and
      preparation of documents relating to any plan of
      reorganization and disclosure statement; and

  (5) represent the Committee in connection with the exercise of
      its powers and duties.

Paul Hastings professionals will be paid in accordance with these
hourly rates:

      Professional                      Hourly Rate
      ------------                      -----------
      Luc A. Despins                       $950
      Kristine M. Shryock                  $725
      James T. Grogan                      $665
      Emily N. Pittman                     $395
      Howard W. Klein                      $375
      Elizabeth C. Arnett                  $330

The firm will also be reimbursed for necessary out-of-pocket
expenses.

The Committee notes that it is also retaining Bayard, P.A., as
Delaware counsel and Bennett Jones LLP as Canadian counsel in the
Debtors' cases.  In order to avoid any duplication of efforts,
the firms have discussed their responsibilities in connection
with representing the Committee.

In a declaration filed with the Court, Luc A. Despins, Esq., at
Paul Hastings, disclosed that his firm may have represented in
the past, may currently represent and may in the future represent
interested parties in matters unrelated to the Debtors' cases.
He maintains that Paul Hastings is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Judge Carey will convene a hearing on June 17, 2009, to consider
the Application.

                     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: Committee Proposes Bayard as Delaware Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware for authority to retain Bayard, P.A., as its
Delaware counsel, nunc pro tunc to May 1, 2009.  The Committee
selected Bayard given its professionals' extensive knowledge and
experience, and the firm's absence of any conflict of interest.

As the Committee's Delaware counsel, Bayard will:

  (1) provide legal advice the Committee with respect to its
      powers and duties under Section 1102 of the Bankruptcy
      Code;

  (2) assist in the investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' businesses, and any other matter
      relevant to the formulation of a plan or plans of
      reorganization or liquidation;

  (3) prepare necessary applications, motions, complaints,
      answers, orders, agreements and other legal papers;

  (4) review, analyze and respond to all pleadings filed by the
      Debtors and appear in Court to present necessary motions,
      applications and pleadings to protect the interest of the
      Committee;

  (5) consult with the Debtors, their professionals and the U.S.
      Trustee concerning the administration of the Debtors'
      estates;

  (6) represent the Committee in hearings and other judicial
      proceedings; and

  (7) advise the Committee on Court practice and procedures.

According to the Committee, it is also retaining Paul Hastings,
as lead counsel and Bennett Jones LLP as Canadian counsel.  In an
effort to avoid duplication of services, the firms have discussed
their responsibilities in connection with representing the
Committee.

Bayard's professional services will be paid in accordance with
these hourly rates:

     Designation                       Hourly Rate
     -----------                       -----------
     Director                          $485 - $765
     Associates/Senior Counsel         $210 - $485
     Paraprofessionals                 $135 - $230

Accordingly, these professionals at Bayard will receive these
hourly fees:

     Professional                      Hourly Rate
     ------------                      -----------
     Neil B. Glassman                     $765
     Charlene D. Davis                    $650
     Jamie L. Edmonson                    $485
     Gian Claudio Finizio                 $375
     Daniel A. O'Brien                    $280
     Edith Miranda (paralegal)            $230

Bayard will also be reimbursed for necessary out-of-pocket
expenses.

Neil Glassman, a director at Bayard, Esq., certified that his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing on June 17, 2009, to consider
the Committee's 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: Committee Taps Bennett Jones as Canadian Attys
------------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Bennett Jones LLP as
its Canadian counsel, nunc pro tunc to April 30, 2009.

The Committee believes that Bennett Jones possesses extensive
knowledge and expertise in the areas of Canadian law relevant to
the Chapter 11 cases.  In addition, Bennett Jones represents, and
has represented, creditor groups and ad hoc committees, including
bondholders, noteholders and other creditors in significant
Canadian and U.S. cross-border restructuring and insolvency
proceedings.

As the Committee's Canadian counsel, Bennett Jones will:

  (1) advise the Committee with respect to its rights, duties
      and powers in relation to matters of Canadian law
      involving the Debtors;

  (2) assist and advise the Committee in its consultations with
      the Debtors;

  (3) assist the Committee in analyzing the claims of the
      Debtors' creditors, claims of the Debtors as creditors of
      other entities, and the Debtors' capital structure and in
      negotiating with holders of claims and equity interests;

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

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

  (6) assist and advise the Committee in the proceeding under
      the Companies' Creditors Arrangement Act in Canada,
      including representing, assisting and advising the
      Committee in dealings with the Debtors, other Creditors
      and other parties-in-interest;

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

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

  (9) assist the Committee in its review and analysis of the
      Debtors' commercial agreements in relation to matters of
      Canadian law;

(10) assist the Committee in developing and implementing
      protocols for the coordination of the Chapter 11 cases
      with the restructuring cases filed on behalf of the
      Debtors in Canada, and coordinating with counsel in those
      cases; and

(11) perform other legal services, in relation to matters of
      Canadian law, in accordance with the Committee's powers
      and duties.

Bennett Jones will be paid in accordance with these hourly rates:

     Designation                       Hourly Rate
     -----------                       -----------
     Partners                          $500 - $1,025
     Associates                        $250 - $650
     Paraprofessionals                 $140 - $350

These Bennett Jones professionals will be paid these hourly fees:

     Professional                      Hourly Rate
     ------------                      -----------
     S. Richard Orzy                      $895
     Kevin J. Zych                         800
     Renee B. Brosseau                     575
     P. Derek Frueh                        340

Bennett Jones will also be entitled to reimbursement of necessary
out-of-pocket expenses.

According to the Committee, it is also retaining Paul Hastings
Janofsky & Walker LLP, as lead counsel, and Bayard, P.A., as
Delaware counsel.  The firms have discussed the services they
will render connection with representing the Committee to avoid
any duplication of efforts.

S. Richard Orzy, a member at Bennett Jones, assured the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

A hearing to consider the Debtors' Application will be held on
June 17, 2009.

                     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: Committee Proposes FTI as Financial Advisors
----------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware for authority to retain FTI Consulting, Inc.,
as its financial advisors, nunc pro tunc to May 1, 2009.

The Committee believes that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services
it has rendered in large and complex Chapter 11 cases.

As the Committee's financial advisors, FTI will:

  (1) assist with the assessment and monitoring of Debtors'
      short-term cash flow, liquidity, prepetition claim
      payments and operating results;

  (2) assist with the review of supply chain issues, including
      critical vendor payments, reclamation claims, claims
      asserted under Section 503(b)(9) of the Bankruptcy Code,
      and set offs;

  (3) assist with the review of the Debtors' corporate structure
      and analyze intercompany transactions;

  (4) assist in the evaluation of employee related-motions and
      issues, including severance plans, bonus programs,
      employee retention programs, pensions and other post-
      retirement benefits;

  (5) assist with a review of any tax issues associated with,
      but not limited to, claims or stock trading, preservation
      of net operating losses, plans of reorganization, and
      asset sales;

  (6) assist in reviewing the Debtors' business plan, including
      assessment of revenue enhancement and cost-saving
      opportunities, plant level profitability, customer
      profitability, capital expenditures and liquidity;

  (7) assist in the review of the claims reconciliation process
      and estimation;

  (8) assist in the review of any plan of reorganization and
      disclosure statement; and

  (9) attend at meetings with the Debtors, potential investors,
      banks, other secured lenders, the Committee and any other
      official committees, the U.S. Trustee, other parties-in-
      interest and professionals.

The Committee disclosed that it sought to retain Lazard Ltd. to
provide it with financial advisory and investment banking
services.  The Committee clarifies that Lazard's financial
advisory services "are separate and distinct" from the financial
advisory services that FTI will be providing to the Committee.

FTI will be paid $275,000 per month for its services, and will be
entitled to a $2 million completion fee, plus reimbursement of
actual and necessary expenses.

Under the parties' service engagement, the Committee will
indemnify FTI for any claims arising from or related to the
firm's financial services.  However, the Committee will have no
obligation to indemnify FTI for any claim or expense that is
either (i) judicially determined to have arisen primarily from
FTI's bad faith, gross negligence or willful misconduct, or (ii)
settled as to FTI's bad faith, but determined by the Court to be
a claim or expense for which FTI is not entitled to receive
indemnity.

If prior to the confirmation of any Chapter 11 plan of
reorganization, FTI believes that it is entitled to the payment
on account of indemnification obligations, FTI must file with the
Court an application for approval of the payment.

Samuel Star, a senior managing director with FTI, noted that his
firm does not hold any outstanding debt instruments or shares of
the Debtors' stock.  He assured the Court that FTI does not
represent any interest adverse to the Committee and is, therefore
eligible to represent the Committee under Section 1103(b) of the
Bankruptcy Code.

The Court will convene a hearing on June 17, 2009, to consider
the Application.

                     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: Committee Taps Lazard as Investment Bankers
---------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy for the
District of Delaware for authority to retain Lazard Freres & Co.
LLC, as its investment banker, nunc pro tunc to May 4, 2009.

The Committee recognizes Lazard is well-qualified and able to
represent it, as the firm has wealth of experience in providing
financial advisory services in various restructurings and
reorganizations.  The services of Lazard are deemed necessary to
enable the Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
their estates.

As investment banker to the Committee, Lazard will:

  (1) review and analyze the business, operations, and financial
      projections of the Debtors;

  (2) evaluate the Debtors' debt capacity in light of their
      projected cash flows;

  (3) review and provide an analysis of any proposed capital
      structure for the Debtors;

  (4) review and provide an analysis of any valuation of the
      Debtors or their assets;

  (5) advise and attend meetings of the Committee as well as
      meetings with the Debtors or other third parties, as
      appropriate;

  (6) advise and assist the Committee in evaluating the
      financial aspects of financing by the Debtors;

  (7) review and provide an analysis of any restructuring plan
      proposed by any patty;

  (8) assist the Committee in connection with the financial
      aspects of negotiations with the Debtors; and

  (9) assist the Committee in the evaluation of strategic
      alternatives potentially available to the Debtors.

Lazard will endeavor to coordinate with other professionals in
the Chapter 11 cases, including FTI Consulting Inc., to eliminate
unnecessary duplication or overlap of work.

For its contemplated services, Lazard will be entitled to:

  (a) A $200,000 monthly fee, payable upon execution of the
      Lazard Agreement and on the first day of each month
      thereafter until the termination of Lazard's engagement.

  (b) A $3 million fee, payable upon consummation of a
      Restructuring transaction.

  (c) Reimbursement of all necessary and reasonable expenses.

Under the Lazard Agreement, the Debtors will indemnify and hold
harmless Lazard and its affiliates against any losses, claims,
damages, liabilities or expenses related to, arising out of or in
connection with Lazard's engagement.

Blake O'Dowd, a managing director at Lazard, disclosed that his
firm does not represent any other entity directly in connection
with an adverse interest in connection with the Debtors' Chapter
11 cases.  Accordingly, the requirements to retain Lazard as the
Committee's investment banker, pursuant to Section 1103 of the
Bankruptcy Code, are satisfied, he maintained.

                     Wells Fargo Objects

Wells Fargo Bank, N.A., as successor-in-interest to Goldman Sachs
Credit Partners L.P. under the Credit and Guaranty dated April 1,
2008 among Abitibi-Consolidated Company of Canada, Abitibi-
Consolidated Inc., and certain lenders, contend that permitting
the Committee to retain Lazard and FTI Consulting, Inc., as
financial advisors "is rare, unnecessary and wasteful."

The Committee's Applications will incur cost to the estate
aggregating $475,000 per month, plus $5,000,000 in success fees
upon consummation of a Restructuring, which the Committee has not
demonstrated the need for, Adam Landis, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, contends.

Furthermore, Mr. Landis continues, the Debtors have already
retained an army of financial advisors in the U.S. and Canada,
who will be available to assist the Committee's financial
advisor.  He notes that these professionals can provide all
angles of financial advice applicable to the Debtors'
restructuring:

  * Blackstone Advisory Services L.P.
  * Bank of Montreal Nesbitt Burns Inc.
  * Huron Consulting LLC
  * 7088418 Canada, Inc. or CroCo
  * PricewaterhouseCoopers LLP (Canada)
  * PricewaterhouseCoopers LLP, U.S.
  * Deloitte Tax LLP
  * Ernst & Young, LLP

Given the significant number of professionals in the Debtors'
cases, it is likely that not only will two Committee financial
advisors duplicate the work of each other, but they will also
duplicate work being done by the Debtors' financial
professionals, Mr. Landis points out.

Mr. Landis also argues that Lazard's and FTI's fee structures are
"excessive."  Moreover, he says, it is far too early in the
Debtors' cases to determine whether their requested Success Fees
are reasonable.  Hence, if the Court allows the retention of the
Firms, Mr. Landis says:

  (1) FTI should be required to modify its compensation package
      to an hourly fee structure, subject to reasonable caps on
      the number of hours that can be billed monthly and without
      a success fee; and

  (2) Lazard should provide for a credit of its monthly fees
      against the success fee.

Lazard and FTI should also be required to keep descriptive time
records so that Fees can be allocated appropriately among the
Debtors, Wells Fargo adds.

Wells Fargo also objects to the payment of the Firms' fees and
expenses for the benefit of creditors being paid out of the Term
Loan Lenders' cash collateral.

                     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: Committee Taps GCG as Communications Agent
--------------------------------------------------------------
The official committee of unsecured creditors of Abitibibowater
Inc. asks Judge Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware for permission to retain The Garden City
Group, Inc., as its communications agent, effective May 6, 2009.

The Committee believes GCG is particularly well suited to serve
as its communications agent, given its expertise in noticing,
claims processing, balloting and distribution.  The retention of
GCG will assist the Committee in complying with its obligations
under Section l102(b)(3) of the Bankruptcy Code, add to the
effective administration of the Chapter 11 cases, and reduce the
overall expenses of administering the cases.

As communications agent to the Committee, GCG will:

  (1) establish and maintain an Internet-accessed Web site that
      may provide:

       * general information concerning the Debtors, including a
         link to the Web site maintained by the Debtors' notice,
         claims and balloting agent at:

                  http://www.epiqbankruptcysolutions.com

       * monthly written reports summarizing the Chapter 11
         cases, and related events and public financial
         information;

       * highlights of significant events in the Debtors' cases;

       * upcoming significant events in the Chapter 11 cases;

       * access to the claims docket as and when established by
        the Debtors or any retained claim agent;

       * a general overview of the Chapter 11 process;

       * press releases issued by the Committee and the Debtors;

       * a non-public form to submit creditor questions,
         comments and requests for access to information;

       * responses to creditor questions, comments and requests
         for access to information, with consideration for
         nature of the information request and the creditor's
         agreements to appropriate confidentiality and trading
         constraints;

       * answers to frequently asked questions; and

       * links to other relevant web sites; and

  (2) establish and maintain a telephone number and electronic
      mail address for creditors to submit questions and
      comments.

GCG's professionals will be paid in accordance with these hourly
rates:

       Designation                        Hourly Rate
       -----------                        -----------
       Administrative                      $45 to $70
       Data Entry Processors               $55
       Mailroom and Claims Control         $55
       Project Administration              $70 to $85
       Quality Assurance Staff             $80 to $125
       Project Supervisors                 $95 to $110
       Systems & Technology Staff          $100 to $200
       Graphic Support                     $125
       Project Managers,
        Senior Project Managers
        and Department Managers            $125 to $150
       Directors, Senior Consultants
        and Assistant Vice Presidents      $175 to $250
       Senior Management                   $250 to $295

The firm will also be reimbursed for necessary out-of-pocket
expenses.

GCG is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code, according to Jeffrey S. Stein, vice
president at CGC.

Judge Carey will convene a hearing on June 17, 2009, to consider
the Application.

                     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).


ACCENTIA BIOPHARMA: Creditors Panel Reduced to 4 Members
--------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, has
filed an amended notice of appointment of the official committee
of unsecured creditors in Accentia Biopharmaceuticals, Inc., and
its debtor-affiliates' jointly administered Chapter 11 cases.

The Committee originally had five members.  Rockmore Investment
Master Fund, Ltd. was not included in the amended appointment.

The present members of the Committee are:

     a) Joshua Thomas, Portfolio Manager
        Midsummer Investment, Ltd.
        295 Madison Avenue, 38th Floor
        New York, NY 10017
        Tel: (212) 624-5034
        Fax: (212) 624-5040
        email: jt@midsummercapital.com

     b) Dale Willenbring, Portfolio Manager
        Whitebox Hedged High Yield Manager, LP
        3033 Excelsior Boulevard
        Minneapolis, MN 55416
        Tel: (612) 253-6068
        Fax: (612) 253-6100
        dwillenbring@whiteboxadvisors.com

     c) Jarret Disbrow, President
        Arbor Pharmaceuticals, Inc.
        4505 Falls of Neuse Road, Suite 420
        Raleigh, NC 27609
        Tel: (919) 792-1701
        Fax: (919) 875-3237
        email: jdisbrow@arborpharma.com

     d) George Smith, Senior VP
        American Defense International (ADI), Inc.
        1100 New York Avenue, N.W., Suite 630
        Washington, D.C. 20005
        Tel: (202) 589-0020
        Fax: (202) 589-0630
        email: gsmith@americandefense.net

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ACCENTIA BIOPHARMA: Biovest Can Borrow $3 Million From Corps Real
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Biovest International, Inc., permission, on a fifth
interim basis, to borrow up to $3,000,000 in secured financing
from Corps Real, LLC, in accordance with an updated budget.

The loan will bear interest at 16% p.a.  All amounts due under the
DIP Facility will become due and payable on the earlier of (i)
December 31, 2010, (ii) dismissal of Biovest's Chapter 11 case,
(iii) conversion of Biovest's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) the effective date of
Biovest's plan of reorganization.

The final hearing on the motion is set for June 23, 2009, at 3:45
p.m.  Objections to the motion or the entry of a final order
granting the motion must be filed with the Clerk of the Bankruptcy
Court by no later than June 22, 2009.

As security for the payment of all obligations of Biovest to it,
the DIP Lender is granted a first priority senior security
interest in all of the property and assets of Biovest and its
estate, subject only to the Carve-Out for (x) fees of the
professionals engaged by the official committee of unsecured
creditors in an amount not to exceed $15,000 and (y) the unpaid
fees of the U.S Trustee or the Clerk of the Court.

A full-text copy of the Court's 5th Interim DIP Facility Order,
dated June 2, 2009, is available at:

       http://bankrupt.com/misc/accentia.5thdiporder.pdf

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ADVANCED NITRIDING: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Advanced Nitriding Solutions LLC
        1688 Lammers Pike
        Batesville, IN 47006

Bankruptcy Case No.: 09-92060

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Neil C. Bordy, Esq.
                  Seiller Waterman LLC
                  462 S 4th Street, Ste 2200
                  Louisville, KY 40202-3459
                  Tel: (502) 584-7400
                  Email: bordy@derbycitylaw.com

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

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

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

          http://bankrupt.com/misc/insb09-92060.pdf

The petition was signed by Mariann Dickman, president of the
Company.


AIR CANADA: Reaches Tentative Restructuring Deal With Pilots
------------------------------------------------------------
Air Canada reached a tentative agreement with the Air Canada
Pilots Association on a restructuring plan aimed at providing Air
Canada with long-term financial and operational stability.

The pilot group's tentative agreement with Air Canada includes:

   -- pension funding relief

   -- restructuring plan for the airline

   -- equity participation and Board representation

   -- a renewed collective agreement on wages and working
      conditions

"This restructuring plan will meet Air Canada's most immediate
financial needs while also putting it on the road to becoming a
sustainable business for the long term," said ACPA President
Captain Andy Wilson. "As employees and creditors, we have a vital
interest in the prosperity of the airline. Our restructuring
agreement will help secure the future of Air Canada and ensure a
meaningful portion of the airline's equity is held by its
employees, who have a vital, ongoing interest in a profitable,
sustainable airline."

ACPA pension plan members and their retirees are one of the
airline's largest creditors, representing about 25 per cent of Air
Canada's $2.85 billion pension debt. Under the restructuring plan,
these employees and pensioners would provide the airline with a
21-month pension funding holiday in respect of past service costs
from April 2009 through December 2010 and a dramatically reduced
schedule of payments through December 2013.

This special funding protocol would effectively provide the
airline with an interest-free loan that would help meet its short-
term capital needs.

In exchange for this pension funding relief, plan members would
receive a 15% equity interest in Air Canada.  Held in a trust, the
equity would offer the opportunity for both active and retired
employees to benefit from the increased pension funding that would
result from financial success of a restructured Air Canada.

The pension plan member trust would also gain the right to appoint
one representative to Air Canada's Board of Directors.

Under the restructuring plan, Air Canada would also be required to
obtain other new financing and would not be permitted to divest
certain business units until the end of March 2011 nor make any
unusual distributions during the term of the Agreement.

ACPA has also tentatively agreed to renew its collective agreement
over the 21-month period of the special pension funding
arrangement.  The tentative agreement contains minor changes to
address some irritants that have arisen since the pilots last
negotiated a contract, but does not increase net expenses for the
airline.

The plan requires ratification by ACPA's members and federal
regulatory approval for the proposed changes to the pension
contributions.

More details of the tentative agreement will be presented to Air
Canada pilots as part of the ratification process.

"As the people with one of the largest stakes in the airline, we
felt it was essential that Air Canada be put on a path to long-
term sustainability," Captain Wilson said.  "This tentative
agreement will not only re-engage employees with their airline,
but ensure that Air Canada can focus on improving customer service
and the air transportation connections that are essential to our
country and its economy."

ACPA's restructuring plan was based on analysis completed by
expert external financial and legal advisors, which indicated the
only way the company could overcome its financial obstacles would
be through a major restructuring.  Over the last several months,
pilots met with, and presented the analysis to the airline, the
federal government, labor groups and other stakeholders.

The tentative agreement, developed on the basis of the pilots'
proposal, was reached under the mediation process established by
the federal government and led by former Ontario Superior Court
Justice James Farley.  "We thank Judge Farley for extraordinary
efforts in helping us achieve this agreement," Captain Wilson
said.  "We are also thankful to the federal government for its
ongoing interest in Air Canada and, in particular, Finance
Minister Jim Flaherty for his timely offer of mediation."

"We are also grateful for the dedication, commitment and trust
demonstrated by Katherine Thompson, Component President of the
Canadian Union of Public Employees, and her CUPE colleagues, who
so ably represented Air Canada flight attendants in these
negotiations.  We would not have been able to reach this tentative
agreement without the support and assistance of our flight crew
colleagues."

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the more than 3,000 pilots who
operate Air Canada's mainline fleet.

                         About Air Canada

Air Canada (TSX: AC.A, TSX: AC.B) -- http://www.aircanada.com/--
is Canada's largest airline and flag carrier.  The airline,
founded in 1936, provides scheduled and charter air transportation
for passengers and cargo to 160 destinations worldwide.  Its
largest hub is Toronto Pearson International Airport in Ontario.
The airline is a founding member of Star Alliance, an alliance of
21 member airlines formed in 1997.  Air Canada's corporate
headquarters are located in Montreal, Quebec, since its move from
Winnipeg, Manitoba, in 1949.  The airline's parent company is the
publicly traded firm ACE Aviation Holdings.

As reported by the Troubled Company Reporter on June 5, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Air Canada to 'CCC+' from 'B-'.  The outlook is
negative.  "The downgrade reflects our assessment that the
company's liquidity to support its operations in the near term
remains dependent on positive developments in a number of
financing and operating initiatives, the outcomes of which remain
uncertain," said Standard & Poor's credit analyst Greg Pau.


AM OPERATING: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
AM Operating Group LLC has filed for Chapter 11 bankruptcy
protection, Crain's New York Business reports.

Crain's relates that AM Operating's restaurant, Merkato 55, is in
arrears to the New York State Department of Taxation and Finance
and to its landlord.  Crain's quoted Douglas Pick, who assists AM
Operating in its restructuring efforts, as saying, "The filing
will give us a respite so we can [pay] the obligation to the
state."

AM Operating Group LLC owns the Merkato 55 restaurant, which
serves African cuisine, in the Meatpacking District in New York.
The eatery can accommodate nearly 300 people and originally opened
under the direction of the renowned chef, Marcus Samuelsson.
Mr. Samuelsson, proprietor of Aquavit restaurant, is reportedly no
longer affiliated with Merkato 55.


AMERICAN INSTITUTIONAL: Section 341(a) Meeting Slated for July 2
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in American Institutional Partners, LLC's Chapter 11 case on
July 2, 2009, at 10:00 a.m.  The meeting will be held at 405 South
Main Street, Suite 250, Salt Lake City, Utah.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Salt Lake City, Utah-based American Institutional Partners, LLC
filed for Chapter 11 on May 27, 2009, (Bankr. D. Utah Case No.:
09-25375).  Scott T. Blotter, Esq., at Keith Barton & Associates
represents the Debtor in its restructuring effort.  The Debtor has
assets and debts both ranging from $10,000,001 to $50,000,000.


AMSTERDAM 78 MEZZ: Secured Party Schedules Foreclosure on June 19
-----------------------------------------------------------------
Capmark Finance Inc. and CSRE SUB II, Inc., as "secured party",
will conduct a foreclosure sale on June 19, 2009, at 10:00 a.m.
EST at the Law Offices of Locke Lord Bissell & Liddell LLP, Three
World Financial Center, New York, NY 10281-2101, of:

  a) Debtor Amsterdam 78 Mezz Borrower LLC's:

     (x) 99.5% legal and beneficial equity interest in
     Amsterdam 78 LLC, a New York limited liability company,
     together with its permitted successors ("Mortgagor
     Borrower") and all other ownership interests in Mortgage
     Borrower, and

     (y) 100% legal and beneficial equity interest in Amsterdam
     78 Equity LLC, a Delaware limited liability company,
     together with its permitted successors ("Mortgage Borrower
     Manager") and all other ownership interest in Mortgage
     Borrower Manager;

  b) all ownership interests and shares, securities, moneys,
     instruments, or property representing a distribution or
     return of capital upon or in request of the Pledged
     Interests;

  c) all rights of Debtor in:

     (x) Mortgage Borrower's certificate of formation, limited
     liability company agreement and all other organizational
     documents of Mortgage Borrower,

     (y) Mortgage Borrower Manager's certificate of formation,
     limited liability company agreement and other all other
     organizational documents of Mortgage Borrower Manager, and

     (z) the limited liability company agreement of the Debtor
     dated substantially as of January 31, 2007, the
     certification of formation of Debtor and all other
     organizational documents of Debtor or any other agreement or
     instrument relating to the Pledged Interests.

  d) all accounts, certified securities, chattel paper, commodity
     contracts, commodity accounts, deposit accounts, documents,
     etc. resulting from or attributable to the Pledged
     Interests.

  e) any interest rate protection or hedge agreement, including
     any interest rate future, option, swap, cap or collar
     agreement in connection with the loan from Secured Party to
     Debtor in the original amount of up to $30,026,500,
     including without limitation, that certain Interest Rate
     Cap Agreement, dated January 31, 2007, between Debtor and
     SMBC Derivative Products Limited;

  f) all Proceeds of and to any of the Pledged Interests.

The Mortgage Borrower is the owner of all real property associated
with the condominium project located at 230-234 West 78th Street,
New York, NY, not otherwise owned by any condominium unit owners.

For additional information on the sale, interested parties may
call Laura Sanchez at (312) 845-8514.


ANCHOR BLUE: Court Approves Bidding Procedures for Stores
---------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court of Delaware
approved the bidding procedures for the stores of Anchor Blue
Retail Group Inc., noting that the Company had "articulated good
and sufficient reason.

According to Bill Rochelle at Bloomberg an auction will be held
June 26 to determine whether anyone will beat the offer from Levi
Strauss & Co. to buy 73 of the 74 Levi's & Dockers Outlet by MOST
stores for $72 million.  Competing bids are due June 24, under
procedures approved by the bankruptcy judge on June 12.  The
hearing to approve the MOST sale will take place June 30.

Bill Rochelle adds that there is a second agreement for selling
some 127 of its namesake stores to current management and Ableco
Finance LLC, the agent for the term loan lenders.  The offer will
be tested at a July 27 auction to see if there's another bid and
will be followed by a sale approval hearing on July 30.  Ableco
will pay for the stores largely in exchange for secured debt,
including debt provided for the Chapter 11 case.

The remaining 50 stores will be closed in going-out-of-business
sales, Bloomberg reported.  Gordon Brothers Retail Partners LLC
has the stalking horse bid for the GOB sales.  The hearing to
approve the selection of the liquidator will be on June 17.

                         About Anchor Blue

Headquartered in Ontario, Canada, Anchor Blue Retail Group Inc.
is a 251-store casual wear retailer.  The Company and four of its
affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr.
D. Del. Lead Case No. 09-11770).  Chun I. Jang, Esq., and Jason M.
Madron, Esq., at Richards Layton & Finger P.A., represent the
Debtors' in their restructuring efforts.  In its petition, Anchor
Blue listed assets less than $50,000, and debts between
$100 million to $500 million.


ANCHOR PROPERTIES: Section 341(a) Meeting Scheduled for July 8
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Anchor Properties, Inc. and its affiliates' Chapter 11 cases on
July 8, 2009, at 2:30 a.m.  The meeting will be held at First
Floor, 300 North Hogan St. Suite 1-200, Jacksonville, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Beverly Hills, Florida, Anchor Properties, Inc.
is one of the Midwest's premier developers of regional shopping
centers and quality single-tenant retail properties.  Anchor
Properties was founded in 1987 by Steve Hemberger and Doug Hynden
in Cincinnati, Ohio as a commercial development company
specializing in high-quality retail development.

The Company and its affiliates filed for Chapter 11 on May 21,
2009 (Bankr. M. D. Fla. Lead Case No. 09-04113).  Scott A.
Underwood, Esq., at Messana Weinsterin & Stern PA, represents the
Debtors in their restructuring efforts.  The Debtors listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


ASARCO LLC: Amends Plan to Include Sterlite Agreement
-----------------------------------------------------
ASARCO LLC and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of Texas their Sixth
Amended Joint Plan of Reorganization on June 15, 2009.

The Debtors' latest Plan is amended to incorporate a "Plan
Agreement in Principle Term Sheet" dated June 12, 2009, among
ASARCO LLC, Sterlite (USA), Inc., Robert C. Pate and the Official
Committee of Asbestos Claimants.  Mr. Pate is the Future Claims
Representative.

Copies of the Sixth Amended Plan and the Term Sheet with the
Asbestos Committee can be obtained for free at:

     http://bankrupt.com/misc/ASARCO_6th_Amended_Plan.pdf
     http://bankrupt.com/misc/ASARCO_AsbestosPact_061209.pdf

ASARCO's Term Sheet with the Asbestos Committee contemplates that
the principal amount of the Purchaser Promissory Note will be no
less than $770 million and the Agreed Working Capital will be
$328 million.  Sterlite previously offered a $600 million
promissory note payable in over nine years.  Aside from the Note,
Sterlite will also pay $1.1 billion in cash and assume certain
liabilities as part of its consideration in exchange for ASARCO's
assets.

In consideration of the Term Sheet, the Asbestos Representatives
agree to withdraw their support for the plan proposed by Grupo
Mexico SAB de C.V. through Americas Mining Corporation and Asarco
Incorporated, and to support the Sixth Amended Plan by Sterlite
and the Debtors, including supporting the Sterlite Plan's
provisions relating to the injunction under Section 524(g) of the
Bankruptcy Code.

The Sixth Amended Plan also gives effect to (i) all necessary
material changes and developments in the Chapter 11 cases since
the Debtors' Third Amended Plan was filed, (ii) the terms
outlined in the Term Sheet, and (iii) other terms and conditions
as the parties may agree.

                  Treatment of Asbestos Claims

The Asbestos Representatives have asserted claims, aggregating
approximately $2.1 billion.  To settle and compromise disputes
between the Debtors and the Asbestos Representatives as to the
allowed amount of Asbestos Claims and to facilitate the
agreements contained in the Term Sheet, the Asbestos
Representatives have agreed to reduce the Asserted Asbestos
Claims to a $1 billion allowed claim and to receive pro rata
distributions of:

  (a) cash;

  (b) the Purchaser Promissory Note, or interest in a trust
      holding the Purchaser Promissory Note; and

  (c) litigation trust interests under the New Sterlite Plan
      based on a $750 million claim amount.

The Asbestos Claims will be channeled to an Asbestos Trust, and
the holders of the Asbestos Claims will look solely to the
Asbestos Trust for payment of their claims.

The Asbestos Trust will be established and funded on the Plan
Effective Date with:

  -- a pro rata share of all cash distributed to unsecured
     creditors based upon a $750 million claim amount;

  -- a pro rata share of the Purchaser Promissory Note based
     upon a $750 million claim amount;

  -- a pro rata share of litigation trust interests based on a
     $750 million claim amount;

  -- rights to all insurance proceeds from all policies with
     respect to Asbestos Claims; and

  -- $27.5 million to fund the costs of administering the
     Asbestos Trust, which will be an allowed administrative
     claim.

The Term Sheet further provides, among other things, that the
Asbestos Representatives will be permitted to select one of three
litigation trustees for the litigation trust, provided that
parties recognize that the number of litigation trustees may be
expanded if necessary to accommodate the auction of all or a
portion of the interest in the litigation regarding the
fraudulent transfer of certain stocks of Southern Peru Copper
Company, now known as Southern Copper Corporation, to AMC.

Entire subsections are added to the Sixth Amended Plan regarding
the indemnification and reimbursement by the Asbestos Trust, and
the control of the asbestos insurance actions and asbestos
insurance recoveries.

Reorganized ASARCO and the Plan Sponsor will cooperate with the
Asbestos Trust to take all appropriate actions and to do all
things necessary or appropriate to effectuate all transfers and
assignments to the Asbestos Trust, provided that the Plan
Sponsor's cooperation in that regard will be subject to the terms
and conditions of that certain Transition Services Agreement or
the New Plan Sponsor Purchase and Sale Agreement, as applicable.
Reorganized ASARCO will also provide the Asbestos Trust with
necessary or helpful information in connection with the Trust's
efforts to obtain insurance coverage for the Asbestos Personal
Injury Claims as well as other recoveries from an Asbestos
Insurance Company.

            Treatment of Class 2 and Class 4 Claims

The treatment of Class 2 Secured Claims is amended to provide
that any Asbestos Personal Injury Claimant with a lien against
any property of the Debtors other than proceeds of an Asbestos
Insurance Policy will retain the lien securing the Claim.
Secured Asbestos PI Claims, which are secured by liens against
proceeds of an Asbestos Insurance Policy, will be included in the
treatment accorded to Class 4 Unsecured Asbestos PI Claims and
will be determined, processed, liquidated, and paid pursuant to
the terms and conditions of the Asbestos Trust Distribution
Procedures and the Asbestos Trust Agreement, provided that the
Asbestos Trust may assert any rights, defenses and objections
that the Debtors have against the Claims, which rights are
transferred to the Asbestos Trust pursuant to the Sixth Amended
Plan.

The sub-classes for Class 4 Unsecured Asbestos PI Claims are
eliminated in the Sixth Amended Plan.  On the Effective Date,
liability of all of the Debtors for all Unsecured Asbestos PI
Claims and Demands will be assumed by, and channeled to, the
Asbestos Trust without further act or deed.

                      Intercompany Claims

Under the Sixth Amended Plan, Intercompany Claims will be treated
as:

  (a) Any and all Claims of the Asbestos Subsidiary Debtors
      against ASARCO, including all Derivative Asbestos Claims,
      will be resolved pursuant to the Asbestos Settlement and
      will be deemed satisfied by the funding of the Asbestos
      Trust as contemplated under the Plan;

  (b) ASARCO's Administrative Claims under the Secured
      Intercompany DIP Credit Facility will be credited against
      the Cash component of the Plan Consideration to be
      contributed by the Debtors to the Asbestos Trust on the
      Initial Distribution Date; and

  (c) All other Intercompany Claims will be released and
      extinguished pursuant to the Plan, and no distributions
      will be made under the Plan with respect to the Claims.

Any Administrative Claim of the United States of America or any
individual state under civil environmental laws relating to
certain designated properties will be addressed through the
Environmental Custodial Trust Settlement Agreements, the
Environmental Custodial Trust Funding, and the Environmental
Custodial Trust Administration Funding to be paid by ASARCO to
the Environmental Custodial Trusts.

                      Revesting of Assets

On the Effective Date:

  (a) all of the Debtors' rights, title, and interests in and to
      the Sold Assets will vest in the Plan Sponsor, free and
      clear of any liens, claims, interests, and encumbrances,
      other than Permitted Liens and the Assumed Liabilities
      pursuant to Section 363(f) of the Bankruptcy Code;

  (b) except as otherwise provided in the Plan or the Plan
      Documents, the ASARCO Residual Assets, including the Plan
      Sales Proceeds, the Distributable Cash, and the Vested
      Causes of Action, will vest in Reorganized ASARCO, which
      may operate free of any restrictions imposed by the
      Bankruptcy Code or by the Bankruptcy Court; and

  (c) The Covington Residual Assets, including the Madera
      Property, will vest in Reorganized Covington, which may
      operate free of any restrictions imposed by the Bankruptcy
      Code or by the Bankruptcy Court.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Proposes Solicitation Process for Competing Plans
-------------------------------------------------------------
ASARCO LLC and its debtor affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to establish a new record date
for purposes of voting on the recently filed plans of
reorganization proposed by:

  -- the Debtors supporting the offer by Sterlite (USA), Inc.;

  -- Americas Mining Corporation and ASARCO Incorporated; and

  -- Harbinger Capital Partners Master Fund I, Ltd., and
     Citigroup Global Markets, Inc.

In anticipation of the plan voting process, the Debtors also ask
Judge Schmidt to establish uniform procedures for:

  (a) the solicitation of votes on the Competing Plans and
      related notice procedures; and

  (b) the tabulation of votes on the Plans.

A full-text copy of the Debtors' proposed procedures, forms of
ballots and notices, and other documentations relating to the
confirmation of the Plans is available for free at:

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

The Solicitation Procedures, in conjunction with the Debtors'
proposed confirmation hearing notice, provide adequate notice to
all holders of Claims regarding the solicitation process as well
as the relevant dates associated with the Solicitation
Procedures, asserts Jack L. Kinzie, Esq., at Baker Botts L.L.P.,
in Dallas, Texas.  The Solicitation Procedures are, thus,
appropriate as they address the particular circumstances of the
reorganization cases, and therefore should be approved, he
continues.

The Debtors specifically ask Judge Schmidt to establish the date
on which the proposed Solicitation Procedures are approved as the
voting record date for determining (i) which holders of claims
and interests are entitled to receive solicitation package
pursuant to the Solicitation Procedures, and (ii) which holders
of Claims are entitled to vote to accept or reject the Plans.

The Debtors also ask the Court to approve the forms of ballots
and master ballots, which will allow holders of Claims to vote to
accept or reject the Plans.  In accordance with Section 1129(c)
of the Bankruptcy Code, each Ballot will also allow holders of
Claims to indicate their preference among the Plans.

The forms for Ballots and Master Ballots are based on Official
Form No. 14, but have been modified to address the particular
aspects of the bankruptcy cases and to include certain additional
information the Debtors believe is relevant and appropriate with
respect to each Class entitled to vote, Mr. Kinzie states.  He
adds that the Ballots will allow certain holders of Claims to
make the elections permitted or required by any of the Plans.
The proposed voting procedures, set forth in the Solicitation
Procedures, specify when a Ballot or Master Ballot will be used
for solicitation of the Bondholder Claims and the Asbestos
Personal Injury Claims.

After entry of the Solicitation Order and except with respect to
the procedures specifically provided for certain Bondholder
Claimants and Asbestos Personal Injury Claimants, the Debtors
propose that the Solicitation Package will include these
documents to be distributed to parties entitled to vote on the
Plans:

  * the Solicitation Order;
  * the Court-approved Joint Disclosure Statement;
  * the Solicitation Procedures;
  * the appropriate form of Ballot or Master Ballot;
  * a notice of the Confirmation Hearing ;
  * any recommendation letters approved by the Court;
  * a pre-addressed, postage pre-paid return envelope; and
  * other materials as the Court may direct.

The Debtors anticipate commencing the solicitation period as soon
as the Solicitation Order is entered.  They intend to mail all
Solicitation Packages on or before a date that is no more than
five days after the Court enters the Solicitation Order.  The
Debtors aver that distribution of the Solicitation Packages by
the Solicitation Date will provide the requisite materials to
holders of Claims entitled to vote on the Plans.

The Debtors propose that to be counted as votes to accept or
reject the Plans, each Ballot or Master Ballot must be properly
executed, completed and delivered to, and received by, the
Balloting Agent no later than July 29, 2009.  They submit that
the solicitation period is sufficient to allow holders of
impaired Claims to make an informed decision on whether to accept
or reject the Plans.

If a Claim is deemed Allowed in accordance with any of the Plans,
the Claim is Allowed for voting purposes only in the deemed
amount set forth in the Plan.  If a Claim, however, is filed for
an unliquidated or unknown amount, the Claim will be estimated at
$1 for voting purposes only.  Other instances of Claim allowance
for voting purposes are provided in the Debtors' proposed
procedures.

Pursuant to the Court-approved environmental claims settlement
agreements and for voting purposes, these Claims will be allowed
in these amounts:

  -- the Residual Environmental Claims for $655,643,000;

  -- the State of Washington's Allowed Claim for $80,357,000;

  -- with respect to a proposed settlement for the Hayden site,
     the United States' Allowed Claim for $3,000,000;

  -- with respect to the proposed settlement for certain natural
     resource damages in Arizona, the United States' Allowed
     Claim for $2,113,198; and

  -- the State of Arizona's Allowed Claim for $1,886,802.

            Confirmation Hearing Set for August

Under his third revised order, Judge Schmidt sets these hearing
dates with respect to the joint disclosure statement to be filed
for the plans of reorganization proposed by the Debtors,
Americas Mining Corporation and ASARCO Incorporated, and
Harbinger Capital Partners Master Fund I, Ltd., and Citigroup
Global Markets, Inc.:

June 22, 2009  Deadline for filing objections to the Joint
               Disclosure Statement

June 23, 2009  Disclosure Statement Hearing

July 29, 2009  Deadline to file objections to confirmation of
               any of the three Plans

Judge Schmidt has also set the Confirmation Hearing for August 10
to 14, 2009, with hearing extensions set for August 17 through
19, if necessary.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Seeks to Amend $5MM L/C Credit Facility
---------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas for authority to amend and extend its $5 million
letter of credit facility with JPMorgan Chase Bank, N.A., and to
pay JPMorgan Chase a $5,000 up-front deposit for reasonable fees
and expenses for due diligence and documentation.

The Court previously authorized ASARCO on April 25, 2008, to
enter into a $5 million LOC loan facility with JPMorgan Chase.
The Facility is set to expire on June 25, 2009.

The outstanding balance under the existing Credit Facility is
$920,493, as of June 15, 2009.

Against this backdrop, ASARCO and JPMorgan Chase negotiated the
terms of an amendment to the Credit Facility.  The proposed
amendment provides that:

  -- The maturity date of the Credit Facility will be extended
     to June 25, 2010;

  -- Each letter of credit issued under the Amended Credit
     Facility and all associated fees and expenses, and all
     interests on any unreimbursed draws will be secured by cash
     collateral, to be provided in advance of the issuance of an
     LOC, in the amount of 110% of the face amount of the LOC;

  -- A commitment fee will be paid equal to 0.25% per annum on
     the Commitment, payable at closing to Chase; and

  -- A $5,000 deposit will be used to cover JPMorgan Chase's
     reasonable, documented out-of-pocket expenses, including
     reasonable fees, time charges and expenses of its
     attorneys, due diligence expenses, syndication expenses,
     consultants' fees and expenses, and travel expenses.

The material terms of the Amended Credit Facility are described
in a commitment letter and term sheet, a copy of which is
available for free at:

     http://bankrupt.com/misc/ASARCO_Chase_LOC_061509.pdf

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that after extensive negotiations with JPMorgan
Chase, ASARCO was able to obtain the Amended Credit Facility on
terms more favorable than the original Credit Facility.  He
elaborates that JPMorgan Chase has reduced by 0.25% its
Commitment Fee and reduced its Letter of Credit fees from 1.5% to
1.125% per annum.

Accordingly, ASARCO asks Judge Schmidt to grants its request and
allow it to enter into the Amended Credit Facility and incur
postpetition secured indebtedness from JPMorgan Chase pursuant to
the Commitment Letter and Term Sheet.  ASARCO also asks the Court
to allow it to execute appropriate documentation memorializing
the Amended Credit Facility, including letter of credit
agreements, security documents and any other legal documents.

At ASARCO's request, Judge Schmidt will consider the request on
June 23, 2009, at 10:00 a.m.  Objections are due June 19.


                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATERMIS HOLDING: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Artemis Holding, LLC
        dba Artemis Holding Group LLC
        25325 Prado de los Arboles
        Calabasas, CA 91302

Bankruptcy Case No.: 09-17325

Chapter 11 Petition Date: June 15, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Jeffrey Lee Costell, Esq.
                  jlcostell@costell-law.com
                  Costello & Cornelius Law Corporation
                  1299 Ocean Ave #400
                  Santa Monica, CA 90401-1007
                  Tel: (310) 458-5959

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Los Angeles County Tax         taxes             $15,000
Collector
500 W. Temple St., Room 225
Los Angeles, CA 90012

The petition was signed by Holi Kao, manager.


ATHENS BIODIESEL: Sec. 341 Meeting of Creditors Tomorrow
--------------------------------------------------------
The Bankruptcy Administrator for the Northern District of Alabama
will convene a meeting of creditors in Athens Biodiesel, LLC's
Chapter 11 case on June 18, 2009, at 3:00 p.m.  The meeting will
be held at Room 200, U.S. Federal Building, Cain Street Entrance,
400 Wells Street, Decatur, Alabama.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Athens, Alabama, Athens Biodiesel, LLC, operates
a biodiesel manufacturing facility.  The Company filed for Chapter
11 on May 20, 2009 (Bankr. N. D. Ala. Case No. 09-82055).  Mary
Rebecca Hill, Esq., at Johnston, Moore & Thompson, represents the
Debtor in its restructuring efforts.  The Debtor listed total
assets of $15,006,500 and total debts of $11,271,508.


ATLANTIC BROADBAND: Moody's Gives Stable Outlook on 'B1' Rating
---------------------------------------------------------------
Moody's Investors Service changed its outlook for the ratings of
Atlantic Broadband Finance LLC to stable, from negative, and
revised the company's speculative grade liquidity rating to SGL-2,
from SGL-3, following successful completion of a liquidity-
enhancing amend-and-extend transaction of its bank debt.  In
conjunction with the transaction, Moody's assigned new ratings (B1
each) to Atlantic Broadband's extended $40 million Revolver due
2012 and $325 million Term Loan B due June 2013, and affirmed the
B1 ratings for the existing Revolver and Term Loan due 2010 and
2011, respectively.  The company's B2 Corporate Family and
Probability of Default Ratings, and the Caa1 rating on its Senior
Subordinated Notes, were also affirmed.

Specifically, the company extended the maturity of its revolver
due 2010 and a significant component of its term loan due 2011
each by two years, to 2012 and 2013, respectively.  In addition to
the back-stop liquidity that now continues to be afforded by the
revolving credit facility on more than just a short-term basis,
albeit at a modestly reduced amount ($40 million vs.
$67.5 million), the dramatic reduction in amortization
requirements related to the extended term loan component
($325 million of $443 million, with 24% due per quarter in the
year of maturity) serve to enhance medium-term liquidity, as well.

Moody's has taken these rating actions:

Ratings assigned:

* $40 million Senior Secured Revolver due 2012 -- B1, LGD3, 37%

* $325 million Senior Secured Term Loan B due 2013 -- B1, LGD3,
  37%

Ratings upgraded:

* Speculative Grade Liquidity Rating -- to SGL-2 from SGL-3

Ratings affirmed:

* $28 million Senior Secured Revolver due 2010 -- B1, LGD3, 37%

* $118 million Senior Secured Term Loan due 2011 -- B1, LGD3, 37%

* $150 million 9 3/8% Senior Subordinated Notes due 2014 -- Caa1,
  LGD5, 89%

* Rating Outlook -- to Stable from Negative

The B2 Corporate Family Rating continues to broadly reflect
Atlantic Broadband's moderately high financial risk and
comparatively small scale, albeit ongoing operating improvements
that are expected to continue to mitigate these risks.

The stable rating outlook incorporates the company's favorable
operating performance and Moody's expectation that the company
will maintain leverage of less than 5.5x and generate modest
levels of free cash flow over the forward rating horizon.

Moody's most recent rating action for Atlantic Broadband was on
January 21, 2009, when the company's liquidity rating was lowered
to SGL-3 from SGL-2 and its rating outlook was revised to negative
from stable, both principally driven by the then impending March
2010 revolver maturity and heavy term loan amortization schedule.

Headquartered in Quincy, Massachusetts, Atlantic Broadband Finance
LLC is a multiple system operator serving approximately 287,000
cable subscribers across Western Pennsylvania, Maryland, Delaware,
Miami Beach, and South Carolina.  The company generated
approximately $287 million in revenue for the LTM period ended
March 31, 2009.


BALLY TOTAL: Files Chapter 11 Plan And Disclosure Statement
-----------------------------------------------------------
Bally Total Fitness Holding Corporation and its 42 debtor-
affiliates delivered their Joint Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York on June 10, 2009.

The Plan provides for a balance sheet restructuring which will cut
the Debtors' debt by at least $660 million, reduce the Debtors'
interest payment obligations by over $85 million annually, and
facilitate a new capital infusion of approximately $30 million.

The Plan is dependent on, among other things, the successful
closing of financing necessary to fund the Debtors' exit from
their Chapter 11 cases.  The Exit Facilities include:

  (1) the Exit Revolver Facility that will be utilized to "roll"
      the Prepetition Revolver Facility into a post-Effective
      Date revolver facility; and

  (2) the Exit Term Loan Facility that will be used to make
      distributions under the Plan, to satisfy certain Plan-
      related expenses, and to fund the Reorganized Debtors'
      working capital needs.

Under the Exit Facilities, Bally's Plan must obtain confirmation
from Judge Burton R. Lifland by September 15, 2009.

              Classification and Treatment
                 of Claims and Interest

Under the Joint Plan of Reorganization, all claims against the
Debtors, other than Administrative Claims, Fee Claims and Priority
Tax Claims, are classified into 12 classes:

                                                       Estimated
                                     Estimated         Aggregate
Class    Designation                  Recovery    Allowed Amount
-----    -----------                  --------    --------------
  1      Other Priority Claims          100%          $1,000,000

  2      Other Secured Claims           100%          $2,522,716
                                                  to $24,369,160

  3      Prepetition Revolver           100%         $50,000,000
         Facility Claims

  4      Prepetition Swap Claims        100%          $7,415,000

  5      Prepetition Term Loan          100%        $162,000,000
         Secured Claims

  6      Prepetition Term Loan            0%         $80,000,000
         Deficiency Claims          to 1.32%

  7      Senior Note Claims            0.79%        $247,337,500
                                    to 1.52%

  8      General Unsecured Claims      0.79%         $75,000,000
                                    to 1.52%     to $475,000,000

  9      Convenience Claims            1.06%         $23,705,954

10      Subordinated Note Claims      0.79%        $231,250,000
                                    to 1.52%

11      Intercompany Claims              0%                   -

12      Equity Interests                 0%                   -

Claimants asserting Administrative Claims, Fee Claims and Priority
Tax Claims are unimpaired and will be paid in full.

Classes 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 are Impaired under the
Plan.  Classes 1 and 2 are unimpaired and, therefore, are
conclusively presumed to have voted to accept the Plan.  Class 11
is impaired and deemed to have voted to accept the Plan.  Class 12
is deemed to reject the Plan because claimholders will not receive
any distribution.

Thus, only Classes 3, 4, 5, 6, 7, 8, 9, and 10 are entitled to
vote on the Plan.  Because Class 12 is Impaired and is deemed to
reject the Plan, the Debtors will seek non-consensual confirmation
of the Plan under Section 1129(b) of the Bankruptcy Code.  All
Allowed Tort Claims will be treated and will receive recovery as
Class 8 General Unsecured Claims under the Plan.

Pursuant to Section 347(b) of the Bankruptcy Code, any
distribution of Cash under the Plan that is unclaimed after six
months will become the property of the Reorganized Debtor.  The
holder of the Unclaimed Allowed Claim will be barred from being
entitled to the Distribution.

Each holder of a Claim that becomes an Allowed Claim subsequent to
the Initial Distribution Date will receive the Distribution at the
time that the Reorganized Debtors determine, in their discretion,
to make subsequent Distributions at least annually after the
Initial Distribution Date.

                 Issuance of New Bally Stock

On the Plan Effective Date, the Reorganized Bally will issue and
distribute the New Bally Common Stock and New Bally Warrants.  The
number of shares, ownership, and terms of the New Subsidiary
Equity Interests will be the same as the number of shares,
ownership, and terms of the Equity Interests in the Subsidiaries
immediately prior to the Effective Date.

The allocation of New Bally Common Stock under the Plan consists
of:
                    Allocation of
                      New Bally
Distribution        Common Stock       Distribution Recipients
------------        -------------      -----------------------
Prepetition Term
Loan Distribution        94%                  Class 5

Unsecured Claims          3%           Classes 6, 7, 8 and 10
Distribution

Management                3%           Members of management of
Incentive Plan                         Reorganized Bally

The Reorganized Debtors will distribute the New Bally Common Stock
from the Prepetition Term Loan Secured Claims Distribution to the
holders of the Prepetition Term Loan Secured Claims.  On the
Initial Distribution Date, and from time to time thereafter, the
Reorganized Debtors will distribute the New Bally Common Stock and
the New Bally Warrants from the Unsecured Claims Distribution to
the holders of the Senior Note Claims, the Subordinated Note
Claims, the General Unsecured Claims and the Prepetition Term Loan
Deficiency Claims.

Each New Bally Warrant will initially be exercisable for one share
of New Bally Common Stock at an exercise price set forth in the
New Bally Warrant Agreement.  The exercise price of the New Bally
Warrants and the number of shares issuable upon exercise will be
subject to customary adjustment for (i) any stock dividends, stock
distributions, stock subdivisions or stock combinations; and (ii)
any extraordinary cash dividends or distributions of debt
securities or other assets to all holders of New Bally Common
Stock.

All New Bally Warrants distributed under the Plan will be issued
in book-entry form, and The Depository Trust Company or its
nominee will be the holder of record, except for New Bally
Warrants issued to affiliates of the Debtors.  One or more global
warrant certificates representing the New Bally Warrants will be
registered with a warrant agent for the New Bally Warrants, in the
name of, and will be deposited with, DTC or its nominee.

To receive distributions of New Bally Warrants, holders of Claims
who are not affiliates of the Debtors will be required to
designate a direct or indirect participant in DTC.  The
Claimholder must have an account into which the New Bally Warrants
may be deposited.

Any distribution of New Bally Common Stock and New Bally Warrants
under the Plan on account of an Allowed Unsecured Claim that is
unclaimed after six months after it has been delivered will be
held in the Unsecured Claims Reserve to be distributed to the
other holders of the Claims.  The entitlement by the holder of the
Unclaimed Allowed Claim will be extinguished and forever barred.

As of the Record Date, the claims register for Claims and transfer
ledger for Equity Interests will be closed, and there will be no
further changes in the record holders of any Claims or Equity
Interests.

The Reorganized Debtors will have no obligation to, but may
recognize any transfer of, any Claims or Equity Interests
occurring after the Record Date.  No Claims will be entitled,
under any circumstances, to receive any interest on a Claim.

                Appointment of Class Monitor

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, will negotiate and enter into an engagement
letter with the Claims Monitor prior to the Plan Effective Date.

As part of its powers, rights and responsibilities, the Claims
Monitor will:

  (i) consult with the Reorganized Debtors with respect to any
      proposed stipulation or settlement that would result in an
      Allowed General Unsecured Claim in excess of $1,000,000;

(ii) file an objection to any proposed stipulation or
      settlement which would result in an Allowed General
      Unsecured Claim in excess of $1,000,000; and

(iii) object to, and thereafter settle, any General Unsecured
      Claim in excess of $1,000,000.

The reasonable, documented and necessary fees and expenses of the
Claims Monitor will be funded by the Reorganized Debtors in an
amount not to exceed $100,000 without further Court order.

The Claims Monitor's engagement will terminate on the date that
the last Disputed General Unsecured Claim in excess of $1,000,000
is resolved.

               Dissolution of Creditors' Committee

On the Plan Effective Date, the Official Committee of Unsecured
Creditors will be dissolved and its members will be deemed
released of all their duties, responsibilities and obligations
with respect to the Chapter 11 cases or the Plan.  Similarly, the
retention of the Creditors' Committee's professionals will
terminate as of the Effective Date.  However, they will be
entitled to pursue their own claims for professional fees and
represent the Creditors' Committee in the review of, and the right
to be heard in connection with their, Fee Claims.

             Corporate Governance and New Officers

On the Effective Date, the certificate of incorporation of Bally
will be amended and restated to (x) increase the authorized
capital stock of New Bally, (y) prohibit the issuance of nonvoting
equity securities to the extent that the issuance of Non-Voting
Equity Securities is prohibited; and (iii) provide for
restrictions on trading New Bally Common Stock and New Bally
Warrants to preserve the Debtors' tax net operating losses.  The
Amended and Restated Certificate of Incorporation of Reorganized
Bally will be filed on or immediately prior to the Effective Date.

The property of the Debtors' estates, including all of their
litigation rights, will be revested in the Reorganized Debtors on
the Effective Date.

As of the Effective Date, the term of the current members of the
board of directors of Bally will expire, and the initial boards of
directors, including the New Board, and the officers of each of
the Reorganized Debtors will be appointed.

The Initial Board of directors of Reorganized Bally will be
comprised of Michael Sheehan, and four directors to be designated
by the Exit Term Loan Lenders, which will include Gene Davis.  The
identities, affiliations and the amount of compensation of the
initial board members of Reorganized Bally will be disclosed prior
to the confirmation hearing.

       Management and Corporate Personnel Incentive Plans

On the Effective Date, the Management Incentive Plan contemplates
that:

  * management will be provided with options to purchase up to
    8% of New Bally Common Stock, on a fully diluted basis;

  * 3% of the shares of the New Bally Common Stock, subject to
    dilution from the New Bally Warrants and the Management
    Options; and

  * Reorganized Bally will distribute emergence bonuses in an
    aggregate amount of $1 million to Management.

Meanwhile, under the Corporate Personnel Incentive Plan, the
Reorganized Debtors will offer incentive based cash compensation
to certain corporate personnel.

The Plan provides that on the Effective Date, all of the Debtors'
employment agreements, policies, compensation and benefit plans,
and programs with respect to their employees, subject to Section
1114 of the Bankruptcy Code will be treated as though they are
executory contracts that are assumed under the Plan.

The Reorganized Debtors' obligations under their savings plans,
retirement plans, health care plans, disability plans, severance
benefit plans, incentive plans, and life, accidental death, and
dismemberment insurance plans -- will survive the Effective Date,
without prejudice to the Reorganized Debtors' rights under
applicable non-bankruptcy law to modify, amend, or terminate the
Employment Agreements and Programs.

             Executory Contracts and Unexpired Leases

The Plan provides that, to the extent not (i) assumed in the
Chapter 11 cases prior to the Confirmation Date, (ii) rejected in
the Chapter 11 Cases prior to the Confirmation Date, or (iii)
specifically rejected pursuant to the Plan, these executory
contracts and unexpired leases are specifically assumed:

  (a) executory contacts or unexpired leases that were rejected
      before the Confirmation Date;

  (b) employment agreements that were terminated or rejected
      prior to the Confirmation Date; and

  (c) contracts and unexpired leases as specified in the Plan.

On the other hand, the Cure Claim for each unexpired lease and
executory contract that is deemed rejected will be $0.00.  The
Reorganized Debtors may settle any dispute on the amount of a Cure
Claim without further Court notice or approval.

If the Debtors or Reorganized Debtors object to any Cure Claim,
the Court will determine the Allowed amount of the Claim.  Unless
the contract or lease parties agree otherwise, all disputed
defaults that are required to be cured will be cured by the later
to occur of (i) 10 days after the Court's final order determining
the liability; and (ii) the Initial Distribution Date.

Pursuant to Section 1146(c) of the Bankruptcy Code, all transfers
of property pursuant to the Plan, including:

  -- the issuance, transfer or exchange under the Plan of New
     Bally Common Stock, New Bally Warrants, and the security
     interests in favor of the lenders under the Exit
     Facilities;

  -- the making or assignment of any lease or sublease; or

  -- the making or delivery of any other instrument in
     furtherance of the Plan,

will not be subject to any stamp, conveyance, mortgage, real
estate transfer, recording or other similar tax, or governmental
assessment.

                 Indenture Trustee Fee Claims

The Reorganized Debtors will pay the Indenture Trustee under the
Senior Secured Notes Indenture or the Subordinated Notes
Indenture, with any compensation disbursements, fees and expenses
accrued and unpaid through the Effective Date, in an amount not to
exceed $100,000 in cash, without the need to file an application
for allowance with the Court.  Any disputed amount of the
Indenture Trustee Fee Claim will be subject to the jurisdiction
of, and resolution by, the Court.

Upon payment of Indenture Trustee Fee Claims in full or by
resolution of the Court, the Senior Secured Notes Indenture
Trustee or the Subordinated Notes Indenture Trustee will be deemed
to have released its lien and priority rights for its fees and
expenses under the respective Senior Secured Notes Indenture and
the Subordinated Notes Indenture solely to the extent of the
Indenture Trustee Fee Claim.

Distributions received by holders of Senior Note Claims and
Subordinated Note Claims pursuant to the Plan will not be reduced
on account of the payment of any Indenture Trustee Fee Claim.

                   Liquidation Analysis

After considering the effects that a Chapter 7 liquidation would
have on the ultimate proceeds available for distribution to
creditors and Interest holders in the Chapter 11 cases, the
Debtors have determined that confirmation of the Plan will provide
each holder of Allowed Claims or Equity Interests with recovery
that is not less than what they would receive pursuant to a
liquidation of the Debtors under Chapter 7 of the Bankruptcy Code.

            Valuation of the Reorganized Debtors

In conjunction with formulating the Plan, the Debtors determined
that it would be necessary to estimate the post-confirmation going
concern enterprise value for the Reorganized Debtors.  The Debtors
requested that Houlihan Lokey advise them with respect to the
reorganization value of the Reorganized Debtors on a going concern
basis.

Solely for purposes of the Plan, the range of reorganization value
of Reorganized Bally is estimated to be $190.0 million to $240.0
million -- with a midpoint value of $215.0 million -- as of June
8, 2009.  Houlihan Lokey's estimate of a range of enterprise
values does not constitute an opinion as to fairness
from a financial point of view of the consideration to be received
under the Plan or of the terms and provisions of the Plan.

                       Plan Supplements

The Debtors intend to file supplements to the Plan no later than
five days prior to the Voting Deadline, comprising of (i)
executory contracts and unexpired leases to be rejected; (ii)
executory contracts and unexpired leases to be assumed and their
cure costs; (iii) summary of Restructuring Transactions, and (iv)
the New Bally Warrant Agreement.

Meanwhile, the Debtors will file with the Court copies of their
Exit Facilities and Amended and Restated Certificates of
Incorporation and list of initial directors of Reorganized Bally
within five days before the Confirmation Hearing.

A full-text copy of Bally II's Plan of Reorganization is
available for free at:

    http://bankrupt.com/misc/BallyII_Ch11ReorgPlan.pdf

A full-text copy of Bally II's Disclosure Statement is
available for free at:

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

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Proposes Plan Support Pact & Exit Facility
-------------------------------------------------------
In connection with their Chapter 11 Joint Plan of Reorganization,
Bally Total Fitness Holding Corporation and its 42 debtor-
affiliates have reached an agreement with Morgan Stanley Senior
Funding, Inc., as Administrative Agent and Collateral Agent, Wells
Fargo Foothill, LLC, as Revolving Credit Agent, and the CIT
Group/Business Credit, Inc., as Revolving Syndication Agent and
certain other lenders party to the Prepetition Credit Agreement
dated as of October 31, 2007, on the terms of an exit financing.

Prior to the Petition Date, the Senior Secured Lenders provided
the Debtors with:

  (1) a Prepetition Revolver for $50 million in a senior secured
      revolving credit facility, with a $40 million sub-limit
      for letters of credit; and

  (2) a Prepetition Term Loan that offered a six-year $242
      million senior secured facility.

Under the Exit Financing, the Debtors will enter into (i) an exit
revolver facility to "roll" the Prepetition Revolver into a
postpetition revolver facility, and (ii) an exit term loan
facility to fund distributions under the Plan, satisfy certain
Plan-related expenses, and to fund the Reorganized Debtors'
working capital needs.

The Exit Financing consists of these commitment letters:

  * The Revolver Commitment Letter for the Exit Revolver
    among the Debtors, Wells Fargo and CIT, as Exit Revolver
    Lenders, which provides up to $50 million to refinance the
    Prepetition Revolver Facility; and

  * The Term Loan Commitment Letter among Anchorage Crossover
    Credit Finance, Ltd., Anchorage Crossover Credit Offshore
    Master Fund, Ltd., Anchorage Capital Master Offshore, Ltd.,
    JPMorgan Chase Bank, N.A., as Exit Term Lenders, which
    provides a $39 million Exit Term Loan and the conversion
    of the prepetition swap agreement into a $7.5 million term
    loan.

Under separate term sheets, the customary terms and conditions for
financing under the Exit Facilities include:

                                      Commitment Letter
                       -----------------------------------------
                       Revolver Commitment             Term Loan
                       -------------------             ---------
Maturity:                December 31, 2011         June 15, 2014

Collateral:       all of the loan parties'     assets pledged to
                     acquired property and        Senior Secured
                  assets, all of the stock   Lenders, all stocks
                  owned by the loan party,     owned by the loan
                 all fee interests in real   party, and security
                  property, and all leased      interest in real
                interests in real property          property not
                                                      subject to
                                                       mortgages

Interest Rate:               LIBOR plus 6%         LIBOR plus 6%
                      or Base Rate plus 5%      or Prime plus 5%

Fees:          Commitment Fee of $200,000;          Break-Up Fee
                  Closing Fee of $300,000;       of $2.5 million
                      Deferred Closing Fee
                             of $1,000,000

Use of Proceeds:         used to repay the      used to pay down
                     Prepetition Revolver,      a portion of the
                    fund fees and expenses     Exit Revolver and
                     in the Debtors' cases          fund working
                                                         capital

The Commitment Fee represents 0.40% of the Exit Revolver and the
Break-Up Fee represents approximately 6.4%of the face amount of
the Exit Term Loan.

The Debtors will also indemnify the Exit Lenders for liabilities
arising out of or in connection with the Exit Financing Commitment
Letters or the Exit Facility.  To the extent amounts under the
Expense Reimbursement and the Indemnities are incurred prior to
the effectiveness of the Chapter 11 Plan, the Exit Term Lenders
will be entitled to a superpriority administrative expenses claim
for the amounts.

The Debtors will not incur any liability under the Indemnities for
the willful misconduct or gross negligence of the Exit Lenders.

Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, relates that securing the Exit Financing is a
condition precedent to confirmation of the Plan.  He contends that
the Exit Financing is necessary to fund the Debtors' on-going
operations upon their emergence from bankruptcy.

According to Mr. Eckstein, Houlihan Lokey Howard & Zukin Capital,
Inc., the Debtors' financial advisors, contacted more than 15
potential lenders for the Debtors' exit financing, but none of
them were willing to make a postpetition or exit loan in an amount
necessary for the Debtors' business operations on terms better
than those offered by the Exit Lenders.

"The Exit Facility offered the most liquidity, contained a more
favorable covenant package, and provided the lowest combination of
interest rates and fees.  Furthermore, the cost of the Exit
Facility is comparable to the pricing of similar exit financing
transactions in the current market," Mr. Eckstein says.

The Commitment Fee, the Break-Up Fee, the Expense Reimbursement,
the Indemnities, and the Superpriority Claim, which are the
products of intense negotiations between the Debtors and the Exit
Lenders, "are reasonable when measured against the value brought
by the Exit Lenders in helping achieve a consensual Plan, and the
substantial investment that the Exit Lenders [will make]," Mr.
Eckstein tells Judge Lifland.

A copy of the Exit Facilities' Term Sheets is available for free
at http://bankrupt.com/misc/BallyII_ExitFacilitiesTermSheets.pdf

                   Plan Support Agreement

On June 9, 2009, the Debtors, the holders of approximately 90% in
principal amount of the Prepetition Term Loan and the holders of
100% in principal amount of the Prepetition Revolver entered into
the Plan Support Agreement, pursuant to which the Holders agreed,
among other things, to vote for the Plan.

The Plan Support Agreement provides that the Supporting Holders
will:

  * vote their claims in support of the Plan;

  * not object to the Disclosure Statement or Plan;

  * not interfere with the Plan confirmation or implementation;

  * forbear from exercising rights under the Prepetition Credit
    Agreement until termination of the Plan Support Agreement;
    And

  * not sell, transfer or assign their claims under the
    Prepetition Credit Agreement until termination of the Plan
    Support Agreement.

The Plan Support Agreement may be terminated if certain events
occur, including:

  -- an order approving the Plan Support Agreement and Exit
     Financing Commitment Letters is not entered by July 30,
     2009;

  -- the Plan is not confirmed by the Court by September 15,
     2009;

  -- the Plan is not consummated prior to September 15, 2009;

  -- the Debtors either withdraw or revoke the Plan, or seek
     confirmation of the Plan in a form and substance
     unacceptable to the Supporting Holders, or enter into exit
     financing facility with parties other than the Supporting
     Holders; or

  -- the Debtors or the Supporting Holders breach their
     obligations or covenants under the Plan Support Agreement.

The Plan provides for approximately $90 million in exit financing
sufficient to refinance the Prepetition Revolver and the
Prepetition Swap and provide $30 million of liquidity for working
capital and general corporate purposes.  In addition, the Plan
provides that holders of the Prepetition Term Loans and unsecured
creditors will each receive a certain percentage of shares of
common stock of the Reorganized Bally, Mr. Eckstein notes.

Mr. Eckstein contends that the Plan Support Agreement ensures the
support of the fulcrum debt in the Chapter 11 cases and clears the
path towards a confirmable Plan.

Pursuant to the Plan, the Debtors will be eliminating a
substantial amount of debt from their balance sheets.  As
previously reported, the Plan provides for a balance sheet
restructuring which will (i) cut the Debtors' debt by at least
$660 million, (ii) reduce the Debtors' interest payment
obligations by over $85 million annually and (iii) facilitate a
new capital infusion of approximately $30 million.

The resulting debt structure of the Reorganized Debtors, as well
as the infusion of new capital, will ensure a healthy and
revitalized Bally which will be able to operate successfully post-
emergence from the Chapter 11 cases, Mr. Eckstein avers.

A full-text copy of the Plan Support Agreement is available for
free at http://bankrupt.com/misc/BallyII_PlanSupportPact.pdf

Mr. Eckstein clarifies that the Debtors' entry into, and
performance under, the Plan Support Agreement and Exit Financing
Commitment Letters does not constitute the solicitation of a vote
on a plan of reorganization.

Judge Lifland will convene a hearing to consider the Debtors'
Request on July 15, 2009.  Objections, if any, must be filed by
July 6.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Can Use Cash Collateral Until July 31
--------------------------------------------------
Pursuant to an interim order, Judge Burton R. Lifland of the
United States Bankruptcy Court for the Southern District of New
York authorized Bally Total Fitness Holding Corporation and its 42
debtor-affiliates to use cash collateral in accordance with their
budget, consisting of a consolidated nine-week forecast from the
period from June 5 to July 31, 2009.

The Court allowed the Debtors to use the Cash Collateral from the
Petition Date through the earlier of (a) the date a further order
is entered granting or denying the Motion and (b) 11:59 p.m.,
Eastern Time, on July 16, 2009.

The Cash Collateral may be used during the Specified Period solely
up to the amounts, not to exceed 115% of the amounts set forth in
the Budget on a cumulative, aggregate rolling basis.  The
authorization for the Debtors' use of the Cash Collateral will
terminate at the expiration of the Specified Period, according to
Judge Lifland.

The Court authorized, but not directed, Wells Fargo Foothill, LLC,
as revolving credit agent to the Credit Agreement among the
Debtors, Morgan Stanley Senior Funding, Inc., and the CIT
Group/Business Credit, Inc., to extend, amend, replace, renew
or reissue any Letter of Credit outstanding under the Agreement as
of the Petition Date, provided that:

(i) the aggregate face amount of the sum of Letters of Credit
     outstanding after any Amendment does not exceed the
     aggregate face amount of the L/Cs outstanding as of the
     Petition Date; and

(ii) the Amendment is on substantially the same terms and
     conditions as any L/Cs outstanding under the Agreement as
     of the Petition Date.

No action taken by the Revolving Agent will adversely affect the
validity of the claims, or the validity and priority of the liens
of the Senior Secured Creditors in the Chapter 11 cases, the Court
ruled.

As adequate protection for, and to the extent of, any diminution
in the value of the Secured Creditors' interest in their
prepetition collateral, through:

(1) interest payments for the benefit of the lenders under
    the Revolver Facility;

(2) reimbursement of administrative expenses and professional
    fees in connection with monitoring the Debtors' use of
    Cash Collateral and the Chapter 11 Cases, on a monthly
    basis and in accordance with the Budget;

(3) Letter of Credit fees under the Credit Agreement in
    connection with L/Cs that have been extended, amended,
    replaced, renewed or reissued;

(4) Senior Secured Lenders' Replacement Liens on all of the
    Debtors' rights in property acquired postpetition of the
    same type as the prepetition collateral; and the
    encumbered leases in the same relative priority as the
    prepetition liens of the Prepetition Secured Creditors;

(5) Senior Secured Notes Replacement Liens for Senior Secured
    Noteholders, or second priority perfected replacement
    Liens on all of the Debtors' rights in the Postpetition
    Collateral;

(6) Senior Secured Lenders' Real Estate Liens, which provides
    for first priority perfected liens on all of the Debtors'
    rights in the unencumbered leases in the same relative
    priority as the Prepetition Liens; and

(7) Senior Secured Notes Real Estate Liens, or second priority
    perfected liens on the Unencumbered Leases.

The Replacement Liens, Real Estate Liens and Prepetition Liens
will be subject and subordinate to the payment of:

  * accrued and unpaid fees and expenses of professionals
    retained by the Debtors or any official committee appointed
    in accordance with Section 1102 of the Bankruptcy Code;

  * unpaid fees and expenses of professionals retained by the
    Debtors or any Committee up to an aggregate amount not to
    exceed $1.5 million that are (x) incurred subsequent to the
    Specified Period and (y) allowed by the Court; and

  * fees required to be paid to the Court and to the Office of
    the U.S. Trustee under Section 1930(a) of the Judiciary and
    Judicial Procedures Code.

A full-text copy of Bally II's Ninth Interim Cash Collateral
Order is available for free at:

http://bankrupt.com/misc/BallyII_9thInterimCashCollOrder.pdf

Judge Lifland will convene a hearing to consider the Debtors' Cash
Collateral Motion, on a final basis, on July 15, 2009.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Can Reject Anchor Processing Pact, Other Deals
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Bally Total Fitness Holding Corp. to reject, as of
June 30, 2009:

  (1) an E-Mail Data Services Processing Acknowledgment Form
      with Anchor Computer; and

  (2) nine leases with these lessors:

      * Randolph Investment LLC
      * Mr. Mabel Bischel and Mr. James L. King
      * Celebration Christian Church, Inc.
      * Alpern-Kohn Partners, LLC
      * Dayton Portfolio, LP
      * East Twenty-Sixth Joint Associates
      * Plotkin Music Associates
      * Culture Club of NYC, LLC and NJ Jacobs & Associates
      * Hecht & Associates, PC

The Debtors informed the Court that maintaining the Leases and
Contracts is no longer cost-effective for them, as these are not
necessary to their ongoing business operations or restructuring
efforts.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Court OKs Payment of Fees to Committee Professionals
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directed Bally Total Fitness Holding Corp.'s payment of fees and
reimbursement of expenses to nine professionals on account of
services rendered to the Debtors and the Official Committee of
Unsecured Creditors for the three-month period ending March 31,
2009.

The Professionals are:

Professional                                Fees        Expenses
------------                                ----        --------
Akin Gump Strauss Hauer & Feld LLP        $363,873       22,551
BDO Seidman, LLP                           558,516        8,988
Butler Rubin Saltarelli & Boyd LLP         124,275        1,369
Curtis, Mallet-Prevost, Colt & Mosle       683,814       42,881
Deloitte Tax LLP                           792,267            0
FTI Consulting, Inc.                       517,741        4,009
Houlihan Lokey Howard & Zukin Capital      590,322       28,884
Kramer Levin Naftalis & Frankel LLP      2,462,184       85,986
Hilco Real Estate, LLC                     262,500           56

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China, and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports
Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BANKUNITED FINANCIAL: Section 341(a) Meeting Scheduled for June 25
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in BankUnited Financial Corporation and its debtor-affiliates'
Chapter 11 cases on June 25, 2009, at 2:00 p.m.  The meeting will
be held at Claude Pepper Federal Bldg, 51 SW First Ave Room 1021,
Miami, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.80 billion and deposits of $8.6 billion as of May 2, 2009.
BankUnited is the largest among 36 banks so far closed this year.

The Company and its affiliates filed for Chapter 11 on May 22,
2009, (Bankr. S. D. Fla. Lead Case No.: 09-19940) Stephen P.
Drobny, Esq. and Peter Levitt, Esq. at Shutts & Bowen LLP
represents the Debtors in their restructuring efforts.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible prefereed stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BARZEL FINCO: Nonpayment of Interest Cues Moody's 'D' Rating
------------------------------------------------------------
Moody's Investors Service downgraded Barzel Finco's probability of
default rating to D from Ca while affirming all other ratings.
The rating outlook remains negative.

Moody's believes that Barzel did not make the interest payment on
its $315 million 11.5% senior secured notes, which was due on
May 15, 2009, within the thirty-day grace period.  Moody's deems a
default to have occurred when an interest payment is not made by
the end of a grace period, regardless of whether an Event of
Default has been declared by note holders.

The negative outlook reflects continued uncertainty regarding
Barzel's viability as a going concern in its current structure.

On May 14, 2009, Barzel entered into a deferral agreement with
noteholders for the May 15th interest payment on its $315 million
11.5% senior secured notes due 2015.  The payment has been
deferred until August 14, 2009 or upon another "Deferral
Termination Event" as defined in the deferral agreement.
According to the May 15th 8K filing, the company will be required
to pay incremental interest on its principal and deferred interest
at a rate of 11.5% plus 2% per annum.  Reportedly, Barzel
indicated that during this period it will pursue various capital
structure alternatives.  As Moody's noted in its issuer comment on
May 18, 2009, despite the deferral agreement, Moody's would view a
failure to make the May 15th interest payment within the 30-day
grace period as an event of default.

These ratings were affected:

  -- Probability of Default Rating lowered to D from Ca
  -- Corporate Family Rating affirmed at Ca
  -- Senior Secured Note Rating affirmed at Ca (LGD 4; 69%)
  -- Speculative Grade Liquidity rating affirmed at SGL -- 4
  -- Outlook remains negative

Moody's last rating action for Barzel Finco Inc's was on April 22,
2009, when the corporate family rating was lowered to Ca from
Caa1.

Headquartered in Norwood, Massachusetts, Barzel Industries
(formerly known as Novamerican Steel Inc.) processes,
manufactures, and distributes carbon steel, stainless steel, and
aluminum products primarily in the United States and Canada.  The
company operates five manufacturing facilities, five tubing mills,
five distribution facilities and 2 processing facilities.  Barzel
Finco Inc is an intermediate holding company where the asset based
bank revolving credit facility and notes reside.


BEARINGPOINT INC: PwC Completes Deal for North American Unit
------------------------------------------------------------
PricewaterhouseCoopers LLP has completed the purchase of the
majority of BearingPoint's North American Commercial Services
practice.  The U.S. Bankruptcy Court for the Southern District of
New York approved the transaction on May 28, 2009.

With the completion of the transaction, PwC's Advisory practice
has assumed selected contracts of BearingPoint and brought on 800
client service professionals with significant business and
consulting expertise across multiple industries.  PwC is gaining
top-tier clients with a broad portfolio of multi-sector contracts
in Commercial and Financial Services.

"This strategic acquisition accelerates the growth of PwC's
Advisory business, increases our market share in the U.S. and
expands our ability to meet the needs of complex global
organizations," said Juan Pujadas, PricewaterhouseCoopers' Global
and U.S. Advisory leader.  "Our purchase of most of BearingPoint's
North American Commercial Services Business provides us with
opportunities through newly acquired client relationships, multi-
sector contracts and employees who bring with them a wide range of
talents and expertise, including extensive IT strategy, planning
and implementation credentials."

PwC has also agreed to acquire two Global Delivery Centers; one in
Shanghai, China and one in Bangalore, India from BearingPoint.
The acquisitions of these operations, which are expected to close
in the coming months, will provide PwC clients with expanded
global sourcing capabilities and competitive cost advantages.

WilmerHale LLP and Linklaters acted as legal counsel to PwC and
Jefferies & Company, Inc. acted as PwC's financial advisor on the
transactions.

As reported by the Troubled Company Reporter on May 21, 2009,
BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered on April 2, 2009, into
a Share Sale Agreement with PwC Advisory Co., Ltd., the Japanese
member firm of the PricewaterhouseCoopers global network of firms,
for the sale of BearingPoint's consulting business in Japan to PwC
Japan for roughly $45 million.  On April 17, 2009, BearingPoint
and certain of its subsidiaries entered into a definitive
agreement with PricewaterhouseCoopers LLP pursuant to which
BearingPoint agreed to sell a substantial portion of its assets
related to its Commercial Services business unit, including
Financial Services, to PwC.  In addition, an affiliate of PwC also
entered into a definitive agreement to purchase the equity
interests of BearingPoint Information Technologies (Shanghai)
Limited, a subsidiary of BearingPoint that operates a global
development center in China, and certain assets of a separate
global development center in India.  The aggregate purchase price
for the three transactions is roughly $25 million.

Reuters has said PwC agreed to purchase BearingPoint's unit in
Bangalore, India, in a separate transaction that didn't require
court approval, and that all the transactions were agreed for a
total of $44 million.

                    About PricewaterhouseCoopers

PricewaterhouseCoopers LLP -- http://www.pwc.com/-- provides
industry-focused assurance, tax and advisory services to build
public trust and enhance value for its clients and their
stakeholders.  PwC employs more than 155,000 people in 153
countries.

                      About BearingPoint Inc.

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

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

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

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


BIORELIANCE CORPORATION: Moody's Cuts Corp. Family Rating to 'B3'
-----------------------------------------------------------------
Moody's downgraded the ratings of BioReliance Corporation
including the Corporate Family Rating and Probability of Default
Rating to B3 from B2.  Moody's also downgraded the first lien
credit facility to B2 from B1 and the second lien facility to Caa2
from Caa1.  At the same time Moody's changed the rating outlook to
negative from stable.

The downgrade reflects the significantly lower demand for services
that BioReliance has experienced in recent months due to weakness
in the broader economy and industry-specific factors, such as
pharmaceutical consolidation.  As a result, the company's revenue
and EBITDA in 2009 are now expected to be significantly lower than
originally anticipated when ratings were assigned at the time of
the leveraged buy-out in 2007.  The weaker than expected credit
metrics, combined with the company's very small size (revenues of
$117 million for the twelve months ended March 31, 2009) and
break-even type cash flow are no longer supportive of a B2
Corporate Family Rating.

The change in outlook to negative incorporates Moody's expectation
that the operating environment for contract research organizations
such as BioReliance will continue to be difficult over the near to
intermediate term and the timing of a potential recovery is
uncertain.  Further, the negative outlook reflects the heightened
risk of non-compliance with financial covenants given aggressive
step downs in covenant requirements and reduced EBITDA
expectations, discussed above.

These ratings were downgraded:

BioReliance Corporation:

  -- $55 million U.S. first lien term loan, due 2014, to B2, LGD3,
     35% (from B1, LGD3, 36%)

  -- $15 million U.S. first lien revolving credit facility, due
     2013, to B2, LGD3, 35% (from B1, LGD3, 36%)

  -- $40 million U.S. second lien term loan, due 2014, to Caa2,
     LGD5, 86% (from Caa1, LGD5, 87%)

  -- Corporate Family Rating, to B3 from B2

  -- Probability of Default Rating, to B3 from B2

ACP/BREL UK Acquisition Limited:

  -- $40 million equivalent U.K. first lien term loan, due 2014,
     to B2, LGD3, 35% (from B1, LGD3, 36%)

  -- $5 million equivalent U.K. first lien revolving credit
     facility, due 2013, to B2, LGD3, 35% (from B1, LGD3, 36%)

The outlook is negative.

The last rating action was March 26, 2007, when Moody's assigned
ratings to BioReliance in connection with the company's leveraged
buyout.

BioReliance is a CRO that provides global testing and
manufacturing services for biologics and other biomedical products
to biotechnology and pharmaceutical companies worldwide.
BioReliance's services include testing related to biologics safety
and toxicology, contract manufacturing and laboratory animal
health diagnostics.  BioReliance began operations in April 2007
after Avista Partners and management acquired the operations from
Invitrogen.  The company reported revenues of approximately
$117 million for the twelve months ended March 31, 2009.


BORVADA LP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Borvada, L.P.
        10 Faraday
        Irvine, CA 92618

Bankruptcy Case No.: 09-15821

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Metro Border, L.P.                             08-17276
    Metro Border, LLC                              08-17277
    Palm Foods Corporation                         09-11840

Chapter 11 Petition Date: June 15, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  18191 Von Karman Ave, Ste 470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022
                  Email: jbroker@brokerlaw.biz

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

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

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

      http://bankrupt.com/misc/cacb09-15821.pdf

The petition was signed by John D. Gantes.


BRSP LLC: S&P Assigns 'BB-' Initial Rating on $275 Mil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
preliminary rating to U.S. special purpose entity BRSP LLC's
proposed $275 million senior-secured term loan due July 2014.  The
recovery rating is '1', indicating very high (90%-100%) recovery
of principal in the event of a default.  The outlook is stable.
The preliminary rating is subject to final structure and document
review.

Proceeds from the $275 million term loan will be used to refinance
the outstanding balance of a secured term loan facility which is
approaching maturity. CIT Group Inc., the parent of BRSP LLC, will
inject just under $38 million of equity into the transaction.

"The rating and stable outlook are driven by highly predictable
cash flows from the lease agreements which are guaranteed by
Calpine Corp," said Standard & Poor's credit analyst Terrence
Marshall.  "Future changes in the rating will be closely tied to
changes in Calpine's rating on unsecured debt, which underlies the
strength of its guaranty."

BRSP was formed on July 5, 2006, as a single-purpose entity to
finance CIT Group Inc.'s purchase of lessor notes that were issued
as part of a sale-leaseback transaction with Calpine Corporation
of two natural gas-fired power plants: Broad River (an 850 MW
peaking unit) and South Point (520 MW combined-cycle unit) located
in South Carolina and Arizona, respectively.  CIT leases the power
plants to indirect, wholly-owned Calpine subsidiaries, South
Point Energy Center LLC, and Broad River Energy Center LLC, and
receives rents which are used to service the BRSP term loan.  The
South Point facility has been in operation since June 2001, while
Units 1, 2, and 3 (Phase I) and Units 4 and 5 (Phase II) of the
Broad River facility have been in operations since June 2000 and
February 2002, respectively.


BUILDING MATERIALS: Files for Bankruptcy, Secures $80MM DIP Loan
----------------------------------------------------------------
Building Materials Holding Corporation has reached agreement with
members of its secured lender group on a plan to restructure the
Company's balance sheet and provide greater financial flexibility
to support its long-term business plan.  Under the proposed
restructuring plan, BMHC will significantly reduce its outstanding
funded debt, establish a new revolving credit facility, and
substantially lower annual interest expense upon consummation of
the plan.

To implement this "pre-negotiated" restructuring plan in an
efficient and timely manner, the Company and all of its
subsidiaries have voluntarily initiated reorganization proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware and have
filed a plan of reorganization to implement the restructuring.

                 $80MM Wells Fargo DIP Facility

The Company has received commitments for $80 million in debtor-in-
possession financing from Wells Fargo Bank and certain of its
other existing lenders.  Of this amount, $40 million will be
immediately available to the Company upon interim Court approval,
representing an incremental increase in availability of $20
million from the Company's current $20 million revolver, with the
full $80 million accessible to the Company upon final Court
approval.  The Company expects the new financing to provide ample
liquidity to meet its ongoing obligations to employees, customers
and suppliers.

                  Secured Lenders to Own New Stock

The Company filed a proposed Disclosure Statement and Plan of
Reorganization with the court.  Under the proposed plan:

   -- the Company's existing secured lenders will convert their
      interests into equity in the newly reorganized company and
      will receive interests in $135 million in newly issued long-
      term notes.

   -- The Company's unsecured creditors will receive a cash
      distribution and the right to receive future payments based
      upon the performance of the Company.

   -- The Company's existing equity will be extinguished, and
      current equity holders will not receive any distributions.

The Company anticipates completing the restructuring process in
three to four months.

                         Business As Usual

BMHC plans to continue to operate as usual while it restructures
its balance sheet and will honor all of its commitments to
customers.  All of the Company's locations are open and are
continuing to serve customers in the normal course.

BMHC has filed customary "First Day" motions to support its
employees, customers and suppliers during the reorganization
process, including motions to allow the Company to continue to pay
its employees in the usual manner and to continue without
disruption their medical, dental, life insurance, disability and
other benefits.  The Company does not plan to close any of its
facilities or reduce employment levels as a direct result of the
filing, though, as always, it will continue to monitor market
conditions and make adjustments in its business as necessary.
Suppliers will be paid under normal terms for goods and services
provided after the filing date of June 16, 2009.  Payment for
goods and services provided prior to the filing date will be
addressed through the Chapter 11 process.

Robert E. Mellor, Chairman and Chief Executive Officer, said, "We
are very pleased to have reached agreement with representatives of
our bank group on a plan that will put our Company in a stronger
financial position for the future.  Their support, and the fact
that our new financing is coming from existing lenders, is a sign
that our business partners have confidence in our strength as a
company and our long-term potential.  BMHC is an industry leader
with a strong market niche and well-recognized brands.  We pride
ourselves on the quality of our products and services, and our
customers should know that this will not change while we undergo
this restructuring.

"The restructuring will provide us with increased liquidity to
navigate the current market challenges while creating a capital
structure that will better support our long-term growth
objectives.  Importantly, this agreement caps a series of actions
we have taken to aggressively respond during this unprecedented
housing downturn.  By lowering costs, aligning our expense
structure with reduced demand and selectively scaling back our
presence in non-core markets where the prospect of recovery is
years away, we have made BMHC a leaner, more competitive company.
Coupled with a healthier capital structure, these actions will put
us in a solid position to capitalize on opportunities when
macroeconomic and market conditions improve. We appreciate the
support of our bank group and look forward to completing this
process as expeditiously as possible."

The Company's legal advisor is Gibson, Dunn & Crutcher, its
financial advisor is Peter J. Solomon Company, and its
restructuring advisor is Alvarez & Marsal.

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.


BUILDING MATERIALS: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Building Materials Holding Corporation
        720 Park Boulevard, Suite 200
        Boise, Idaho 83712

Bankruptcy Case No.: 09-12074

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
BMC West Corporation                               09-12075
Selectbuild Construction, Inc.                     09-12076
SelectBuild Northern California, Inc.              09-12077
Illinois Framing, Inc.                             09-12078
C Construction, Inc.                               09-12079
TWF Construction, Inc.                             09-12080
H.N.R. Framing Systems, Inc.                       09-12081
SelectBuild Southern California, Inc.              09-12082
SelectBuild Nevada, Inc.                           09-12083
SelectBuild Arizona, LLC                           09-12084
SelectBuild Illinois, LLC                          09-12085

Type of Business: The Debtors provide residential construction
                  services and building materials to professional
                  homebuilders and contractors.

                  See http://www.bmhc.com/

Chapter 11 Petition Date: June 16, 2009

Court: District of Delaware

Judge: Kevin J. Carey

Debtor's Counsel: Michael A. Rosenthal, Esq.
                  Matthew K. Kelsey, Esq.
                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, New York 10166-0193
                  Tel: (212) 351-4000
                  Fax: (212) 351-4035
                  http://www.gibsondunn.com/

                      -- and --

                  Sean M. Beach, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6000
                  Fax: (302) 571-1253
                  http://www.ycst.com/

Financial Advisors: Paul Croci
                    Peter J. Solomon Company
                    520 Madison Avenue, 29th Floor
                    New York, NY 10022
                    Tel: (212) 508-1663
                    Fax: (212) 508-1633
                    http://www.pjsolomon.com/

Restructuring Advisors: Joseph Spano
                        Alvarez & Marsal North America, LLC
                        633 West 5th Street, Suite 850
                        Los Angeles, California 90071
                        Tel: (213) 330-1931
                        Fax: (213) 330-2133
                        http://www.alvarezandmarsal.com/

Tax Consultant: KPMG LLP
                345 Park Avenue
                New York, NY 10154-0004
                http://www.kpmg.com/

Tax Advisor: PricewaterhouseCoopers LLP
             300 Madison Avenue, 24th Floor
             New York, New York 10017
             Tel: (646) 471 4000
             Fax: (813) 286 6000
             http://www.pwc.com/

Claim Agent: The Garden City Group, Inc.
             P.O. Box 9393
             Dublin, Ohio 43017-4293
             http://www.gardencitygroup.com/

The Debtors' financial condition as of March 31, 2009:

Total Assets: $480,148,000

Total Debts: $481,314,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Weyerhaeuser Company           Trade             $1,947,117
7591 Collections Center Dr
Chicago, IL 60693
Tel: (253) 924-5296

Robert Garcia                  Former            $1,144,724
740 Hawkcrest Circle           Employee
Sacramento, CA 95835

Boise Cascade                  Trade             $948,859
4300 Enterprise
Boise, ID 83705
Tel: (208) 384-3599
Fax: (208) 384-7189

CalPortland                    Trade             $692,931

Ellis C. Goebel                Former            $506,519
                               Employee

Steven H. Pearson              Former            $496,700
                               Employee

Simpson Strong Tie, Inc.       Trade             $478,632

James Hardie Building          Trade             $469,267
Products

Michael D. Mahre               Former            $453,185
                               Employee

Milgard Manufacturing          Trade             $447,123

Sauder Mouldings               Trade             $438,685

Masonite                       Trade             $393,552

Marvin Windows & Doors         Trade             $391,006

Michael D. Badgley             Current           $389,471
                               Employee

WhiteCap                       Trade             $379,227

Barr Lumber Co., Inc.          Trade             $378,659

Ready Mix, Inc.                Trade             $338,340

David G. Ondrasek              Current           $335,129
                               Employee

Joseph James Zuendel           Current           $301,196
                               Employee

Cemex Inc.                     Trade             $300,209

Jimmy D. Pask                  Current           $297,694
                               Employee

Coffman Stairs LLC             Trade             $293,675

Douglas Alan Davidson          Current           $274,908
                               Employee

Daniel McQuary                 Current           $268,760
                               Employee

ProBuild P. O. Box 878         Trade             $265,239

James A. Lee                   Current           $261,922
                               Employee

Roy E. Gardner                 Former            $247,578
                               Employee

Mark D. Whaley                 Current           $246,319
                               Employee

Leroy D. Custer                Former            $243,879
                               Employee

Louisiana Pacific Corp.        Trade             $243,729

Dakeryn Industries Ltd.        Trade             $234,009

Columbia Forest Products       Trade             $233,581

David Bello                    Current           $225,723
                               Employee

Lumber Products                Trade             $224,929

Atrium Companies, Inc.         Trade             $223,324

Jack D. LaRock                 Former            $222,234
                               Employee

True Value                     Trade             $221,672

Professional Building          Trade             $217,823
Solutions

Logan D. Bailor                Current           $217,027
                               Employee

Grove Lumber                   Trade             $211,120

John M. Volkman                Former            $209,721

Mitek Industries, Inc.         Trade             $198,778

Robert L. Becci                Former            $198,778

ODL, Inc.                      Trade             $198,258

Neil B. Watterson              Current           $197,626

Jerry Baird                    Current           $197,092
                               Employee

Exterior Wood, Inc.            Trade             $196,812

Cedar Creek Lumber, Inc.       Trade             $195,947

Hardwood Specialty             Trade             $194,217
Products

Primesource                    Trade             $188,636

The petition was signed by Paul S. Street, senior vice president
and general counsel.


CANON COMMUNICATIONS: S&P Gives Negative Outlook, Keeps 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Los Angeles, California-based trade magazine publisher and trade
show organizer Canon Communications LLC to negative from stable.
At the same time, S&P affirmed all ratings on the company,
including the 'B' corporate credit rating.

"The outlook revision reflects Canon's narrow cushion of
compliance with covenants, notwithstanding an amendment of them in
December 2008," said Standard & Poor's credit analyst Jeanne
Mathewson.

The company had a 6% EBITDA cushion of compliance with its first-
lien leverage covenant, its tightest covenant, as of March 31,
2009, which S&P views as narrow.  S&P is concerned that the
company could have difficulty complying with covenants if EBITDA
continues to decline.

Canon has a high concentration of revenue and EBITDA in several
trade shows and publications addressing medical devices and
packaging.  The medical device concentration leaves the company
highly vulnerable to potential weakness in this sector, even
though the sector's business trends do not directly relate to
economical cycles.  Trade shows, which account for more than half
of Canon's revenues, have higher margins and are less vulnerable
to economic cycles than its magazines because of less competition
and exhibitors' high annual renewal rates.  The publishing
industry has been hurt by shifts in marketing spending as it
migrates from print-based to digital advertising.  Although the
company has a small, growing digital division, competition among
Internet-based media is more challenging than among print-based
media because of lower barriers to entry.

Revenue and EBITDA declined 12% and 6%, respectively, in the
quarter ended March 31, 2009, largely due to the absence of a
biennial trade show and declines in publishing revenue.  Lease-
adjusted debt to EBITDA, including management fee expenses,
increased to 6.1x for the 12 months ended March 31, 2009, from
5.4x a year earlier.  Unadjusted EBITDA coverage of interest was
1.8x during the same period, down from 2.1x a year earlier.  S&P
expects any potential EBITDA growth during the remainder of 2009
to be minimal, and the company's cushion of compliance with
covenants to remain thin.

Canon generates positive free cash flow because of low capital
spending and working capital needs.  However, a negative swing in
working capital caused the company's conversion of EBITDA to
discretionary cash flow to fall to 18% for the 12 months ended
March 31, 2009, from 50% a year earlier.  Canon's advance-booking
cycle for its trade shows provides near-term revenue visibility
(roughly 12 months), but longer-term profitability and cash flow
are less predictable.


CAPITAL GROWTH: Board of Directors Ends Engagement of BDO Seidman
-----------------------------------------------------------------
Capital Growth Systems, Inc.'s board of directors, voting together
with a majority of the Company's Audit Committee members, ended
its engagement of BDO Seidman, LLP, due to BDO's proposed timing
of completion of the audit and its proposed fees associated
therewith for the year ended Dec. 31, 2008.

The Company engaged BDO on Feb. 27, 2009, as its independent
registered public accounting firm.  During BDO's period of
engagement, an issue was raised and discussed by certain of the
members of the board of directors and BDO regarding the Company's
accounting treatment for a complex issue associated with the
valuation methodology applied to certain embedded derivative
features of certain debt instruments issued by the Company during
2007 and 2008.

The Valuation Issue does not impact cash of the Company and the
Company is prepared to file its 2008 Form 10-K pending resolution
of the appropriate methodology to be applied and certain other
minor issues.  The Company is unable to complete its 2008 Audit
and therefore cannot file its 2008 Form 10-K until the Valuation
Issue has been resolved.  Resolution of the Valuation Issue could
impact the Company's 2007 Form 10-K/A if the treatment results in
a material change to the liabilities for warrants to purchase
common stock and embedded derivatives of convertible debt
instruments and preferred stock, as displayed therein.  All of the
applicable debt instruments that were issued in 2007 have since
been either paid off or converted to Common Stock.

Subject to the disclosure regarding the Valuation Issue, during
the Company's two most recent fiscal years ended Dec. 31, 2008,
and 2007 and through June 3, 2009, there were no disagreements
with BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement), if not resolved to the satisfaction of BDO,
would have caused it to make reference to the subject matter of
the disagreement in connection with its report.

The Company has solicited audit proposals from qualified firms.
The firms have advised the Company that they would expect to
complete the 2008 Audit, and the evaluation of 2007, within
approximately five weeks from engagement, subject to the Company
providing its support in the normal course.  The Company will file
a Form 8-K regarding engagement of its new independent registered
public accounting firm upon completion of the current selection
and acceptance process, which includes approval by the Audit
Committee of the board of directors.

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The Company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.

                        Covenant Violations

As reported by the Troubled Company Reporter on June 5, 2009,
Capital Growth disclosed in a filing with the U.S. Securities and
Exchange Commission that it received from ACF CGS, L.L.C., as
agent, formal notification of certain covenant violations that
have occurred and continue to exist under a Loan Agreement dated
Nov. 19, 2008, among Capital Growth, Global Capacity Group, Inc.,
Centrepath, Inc., 20/20 Technologies, Inc., 20/20 Technologies I,
LLC, Nexvu Technologies, LLC, Capital Growth Acquisition, Inc.,
Vanco Direct USA, LLC, to be known as Global Capacity Direct, LLC,
and Magenta netLogic Limited, with ACF CGS and certain lender
parties.


CARMIKE CINEMAS: S&P Gives Stable Outlook, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Columbus, Georgia-based movie exhibitor Carmike Cinemas Inc. to
stable from negative.  At the same time, S&P affirmed its ratings
on the company, including the 'B-' corporate credit rating.

"The outlook revision reflects Carmike's improved cushion of
compliance under its leverage covenant -- its tightest covenant --
fueled by both EBITDA growth and debt reduction," said Standard &
Poor's credit analyst Jeanne Mathewson.

Leverage, as per the credit agreement calculation, improved to
3.9x at March 31, 2009, from 4.5x in the third quarter of 2008.
The covenant, now at 4.75x, does not tighten over the life of the
credit agreement.  S&P believes that the company's cushion of
compliance could increase further if strong box office and
operating performance continue.

The 'B-' rating reflects Carmike's high lease-adjusted leverage, a
less modern theater circuit than those of key peers, and
participation in the mature and highly competitive U.S. movie
exhibition industry.  The rating also reflects the company's
exposure to the fluctuating popularity of Hollywood films and
regions of operation with narrower film preferences.  In addition,
Standard & Poor's Ratings Services is concerned that, over the
longer term, the proliferation of competing entertainment
alternatives will pressure U.S. movie theater attendance.
Carmike's good competitive positions in many of its smaller
markets do not offset these negative risk factors.

For the 12 months ended March. 31, 2009, the company's lease-
adjusted debt to EBITDA was high, at 6.0x, and unadjusted EBITDA
coverage of interest was satisfactory, at 2.0x -- roughly at same
levels compared with the prior-year period.  Carmike reduced
capital spending from prior-year levels, which helped to maintain
modestly positive discretionary cash flow.  S&P views the
company's recent suspension of its shareholder dividend and
reduced capital spending as a positive, and expect discretionary
cash flow to remain modestly positive in 2009, depending on how
well films play in Carmike's markets.


CHASE KNOLLS: Key Real to Sell 100% Interest in Chase Knolls
------------------------------------------------------------
For default in the payment of debt and performance of obligations
owed to it by Debtor Chase Knolls Development LLC, Key Real Estate
Equity Capital, Inc, an Ohio corporation, will sell at a public
auction on June 23, 2009, commencing at 11:00 a.m. Pacific time,
100% of the membership interests of the Debtor in Chase Knolls
LLC.

Chase Knolls LLC, a California limited liability company, owns a
19-building residential rent controlled apartment complex that
includes 260 units, commonly referred to as the Chase Knolls
Apartments, located at 13401-13459 Riverside Drive, in the Sherman
Oaks area of Los Angeles.

The auction will be held at Barrister Executive Suites, Inc.,
Comerica Bank Building, 15303 Ventura Boulevard, Suite 900,
Sherman Oaks, California 91403.  For more information, interested
parties should contract Angela Taylor of Polsinelli Shughart PC,
at (816) 360-4143, ataylor@polsinelli.com


CHEM RX: Extends Forbearance Pact with Lenders Until June 26
------------------------------------------------------------
Chem Rx Corporation has extended its short-term forbearance
agreements with the requisite lenders under its two primary credit
facilities until June 26, 2009.  Under the original agreements,
the forbearance period was to end on June 15, 2009.

The extension of the forbearance agreements is intended to give
all parties involved additional time to come to a resolution.
Chem Rx remains committed to reaching a satisfactory solution that
is in the best interest of all involved parties, and is confident
of a favorable outcome.

                     About Chem Rx Corporation

Founded more than 40 years ago, Chem Rx Corporation (Pink Sheets:
CHRX, CHRXU, CHRXW) -- http://www.chemrx.net-- based in Long
Beach, New York, is an institutional pharmacy serving the New York
City metropolitan area, as well as parts of New Jersey, upstate
New York, Pennsylvania and Florida.  Chem Rx's client base
includes skilled nursing facilities and a wide range of other
long-term care facilities.  Chem Rx annually provides over six
million prescriptions to more than 71,000 residents of more than
470 institutional facilities.


CIFG ASSURANCE: Eroding Insured Portfolio Cues S&P's Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit, financial strength, and financial enhancement ratings on
CIFG Guaranty, CIFG Europe, and CIFG Assurance North America Inc.
-- collectively referred to as CIFG -- to 'CC' from 'BB'.

Standard & Poor's also said that the outlook on CIFG is negative.

"This rating action reflects our view of the significant
deterioration in the company's insured portfolio of nonprime
residential mortgage-backed securities," said Standard & Poor's
credit analyst Dick P. Smith.  "The deterioration has necessitated
that CIFG strengthen reserves to account for the higher projected
claims."  The additional reserves penalized operating results,
causing surplus levels to decline to thin levels relative to
regulator-required minimums.  For example, for CIFG NA,
policyholders' surplus dropped to $87.9 million, which is just
$22.9 million above the $65 million minimum that New York State
insurance law requires.  If an insurer's surplus drops below the
required minimum, the regulator has the authority to liquidate or
rehabilitate the company.

CIFG NA and CIFG Europe cede much of the business they originate
to CIFG Guaranty, which also provides capital maintenance support
to these two companies.  As a result, CIFG Guaranty is also under
considerable financial stress.  An example of this stress is its
inability to fully collateralize the reinsurance reserves that
back exposure ceded from CIFG NA as required under New York
insurance law and its inability to perform under its capital-
maintenance agreement with CIFG NA.  CIFG Europe is also at risk
because of CIFG Guaranty's strained financial condition.

The company has exposure to the CDO of ABS, CDO of trust
preferreds, commercial mortgage, and CLO asset classes, which have
been subject to stress.  It hasn't had to bolster reserves in 2009
for any transactions from these sectors, but declining performance
could require this at some point.

"The negative outlook reflects the potential for further loss
development in the nonprime residential mortgage, commercial
mortgage, CLO, CDO of trust preferred, and CDO of ABS sectors,"
Mr. Smith added.  "If realized but unremediated, these losses
would further deplete capital and could expose one or more of the
operating companies to regulatory intervention."


CIFG EUROPE: Eroding Insured Portfolio Cues S&P's Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit, financial strength, and financial enhancement ratings on
CIFG Guaranty, CIFG Europe, and CIFG Assurance North America Inc.
-- collectively referred to as CIFG -- to 'CC' from 'BB'.

Standard & Poor's also said that the outlook on CIFG is negative.

"This rating action reflects our view of the significant
deterioration in the company's insured portfolio of nonprime
residential mortgage-backed securities," said Standard & Poor's
credit analyst Dick P. Smith.  "The deterioration has necessitated
that CIFG strengthen reserves to account for the higher projected
claims."  The additional reserves penalized operating results,
causing surplus levels to decline to thin levels relative to
regulator-required minimums.  For example, for CIFG NA,
policyholders' surplus dropped to $87.9 million, which is just
$22.9 million above the $65 million minimum that New York State
insurance law requires.  If an insurer's surplus drops below the
required minimum, the regulator has the authority to liquidate or
rehabilitate the company.

CIFG NA and CIFG Europe cede much of the business they originate
to CIFG Guaranty, which also provides capital maintenance support
to these two companies.  As a result, CIFG Guaranty is also under
considerable financial stress.  An example of this stress is its
inability to fully collateralize the reinsurance reserves that
back exposure ceded from CIFG NA as required under New York
insurance law and its inability to perform under its capital-
maintenance agreement with CIFG NA.  CIFG Europe is also at risk
because of CIFG Guaranty's strained financial condition.

The company has exposure to the CDO of ABS, CDO of trust
preferreds, commercial mortgage, and CLO asset classes, which have
been subject to stress.  It hasn't had to bolster reserves in 2009
for any transactions from these sectors, but declining performance
could require this at some point.

"The negative outlook reflects the potential for further loss
development in the nonprime residential mortgage, commercial
mortgage, CLO, CDO of trust preferred, and CDO of ABS sectors,"
Mr. Smith added.  "If realized but unremediated, these losses
would further deplete capital and could expose one or more of the
operating companies to regulatory intervention."


CIFG GUARANTY: Eroding Insured Portfolio Cues S&P's Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit, financial strength, and financial enhancement ratings on
CIFG Guaranty, CIFG Europe, and CIFG Assurance North America Inc.
-- collectively referred to as CIFG -- to 'CC' from 'BB'.

Standard & Poor's also said that the outlook on CIFG is negative.

"This rating action reflects our view of the significant
deterioration in the company's insured portfolio of nonprime
residential mortgage-backed securities," said Standard & Poor's
credit analyst Dick P. Smith.  "The deterioration has necessitated
that CIFG strengthen reserves to account for the higher projected
claims."  The additional reserves penalized operating results,
causing surplus levels to decline to thin levels relative to
regulator-required minimums.  For example, for CIFG NA,
policyholders' surplus dropped to $87.9 million, which is just
$22.9 million above the $65 million minimum that New York State
insurance law requires.  If an insurer's surplus drops below the
required minimum, the regulator has the authority to liquidate or
rehabilitate the company.

CIFG NA and CIFG Europe cede much of the business they originate
to CIFG Guaranty, which also provides capital maintenance support
to these two companies.  As a result, CIFG Guaranty is also under
considerable financial stress.  An example of this stress is its
inability to fully collateralize the reinsurance reserves that
back exposure ceded from CIFG NA as required under New York
insurance law and its inability to perform under its capital-
maintenance agreement with CIFG NA.  CIFG Europe is also at risk
because of CIFG Guaranty's strained financial condition.

The company has exposure to the CDO of ABS, CDO of trust
preferreds, commercial mortgage, and CLO asset classes, which have
been subject to stress.  It hasn't had to bolster reserves in 2009
for any transactions from these sectors, but declining performance
could require this at some point.

"The negative outlook reflects the potential for further loss
development in the nonprime residential mortgage, commercial
mortgage, CLO, CDO of trust preferred, and CDO of ABS sectors,"
Mr. Smith added.  "If realized but unremediated, these losses
would further deplete capital and could expose one or more of the
operating companies to regulatory intervention."


CINEMARK HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------------
On June 15, 2009, Standard & Poor's Ratings Services raised its
corporate credit and issue-level ratings on Plano, Texas-based
movie exhibitor Cinemark Holdings Inc. and related entities by one
notch.  The corporate credit rating was raised to 'B+' from 'B'.
The rating outlook is stable.

At the same time, S&P assigned Cinemark USA Inc.'s proposed
issuance of $470 million senior unsecured notes due 2019 S&P's
issue-level rating of 'B-' (two notches lower than the 'B+'
corporate credit rating on the parent company).  S&P also assigned
the proposed notes a recovery rating of '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.  The company plans to use note
proceeds to fund the repurchase of Cinemark Inc.'s existing
$419 million discount notes.

"The ratings upgrade reflects strong box office performance and
Cinemark's improved credit metrics," explained Standard & Poor's
credit analyst Jeanne Mathewson.

The 'B+' rating reflects the company's high lease-adjusted
leverage and financial risk, the mature and highly competitive
nature of the U.S. motion picture exhibition industry, exposure to
the fluctuating popularity of Hollywood films, and competition
from other exhibitors and alternative entertainment sources.
Cinemark's adequate liquidity, quality theater circuits, above-
average profit margins, and experienced management team, along
with the modest diversity provided by its profitable non-U.S.
operations, are positives that do not offset these risk factors.

Cinemark's lease-adjusted debt to EBITDA as of March 31, 2009 was
about 5.8x.  The company could reduce leverage further if it
continues to use its balance sheet cash to pay down debt, but at
this time, S&P is unsure of the magnitude and timing of any
leverage reduction.  Lease-adjusted coverage of interest was
roughly 2.3x, and lease-adjusted coverage of cash interest expense
was 2.6x as a result of the discount period on the parent company
notes.  Although capital spending moderated somewhat, it remains
high, at 26% of EBITDA for the 12 months ended March 31, 2009.
The company's discretionary cash flow could range from modestly
positive to modestly negative, depending on capital spending and
box office performance.


CINEMARK USA: Moody's Assigns 'B3' to New $470MM Senior Notes
-------------------------------------------------------------
Moody's Investors Service rated Cinemark USA Inc.'s proposed new
$470 million issuance of senior unsecured notes B3.  Cinemark USA
is a wholly-owned subsidiary of Cinemark, Inc., a wholly-owned
subsidiary of Cinemark Holdings, Inc.  Proceeds will be used to
retire, by way of a tender offer, Cinemark, Inc.'s outstanding
$419 million of 9_% senior discount notes due March 15, 2014, and
to pay related fees, expenses and accrued interest.  Since the
transaction is approximately neutral to Cinemark's overall debt
level, it has been deemed to have no impact on the overall
corporate family rating or probability of default rating ratings,
and as such both were affirmed at their current B1 levels.
Moody's analysis of and financial metrics for Cinemark include its
ultimate parent, Cinemark Holdings, Inc.  Cinemark is a well
managed company operating in an industry that has solid strong
fundamentals; cinema operation is characterized by relatively
stable demand and the business model is recession-tested.  These
dynamics allow ratings for industry participants to tolerate more
financial leverage than would otherwise be the case.  However,
since growth rates of North American operations are likely to be
at a discount to the general rate of economic expansion, de-
leveraging cannot rely on market growth driven EBITDA expansion;
de-leveraging must result from a conscious allocation of free cash
flow.

Cinemark's recent financial performance and credit protection
measures have been fairly consistent, and are well within the
framework of its B1 rating.  Moody's had previously anticipated
(and noted) that the company would use a large proportion of its
substantial cash balances to facilitate redemption of the 9_%
senior discount notes given that they are redeemable and convert
to cash-pay status on or after March 15, 2009.  Thede-levering
from the anticipated outcome is primarily what had supported the
company's positive rating outlook.  With Cinemark now choosing to
issue new notes and eschew the opportunity to permanently repay
debt, prior expectations have not come to fruition.  However, with
substantial cash balances still remaining and an un-drawn
revolving credit facility, access to which is unlikely to be
hampered by financial covenant compliance issues, Cinemark is
assessed as maintaining very good liquidity and continues to have
the potential to de-lever over the next several quarters.
Accordingly, the rating outlook remains positive and Cinemark has
been assigned an SGL-1 speculative grade liquidity rating.

While the new notes are being issued by Cinemark USA rather than
Cinemark, Inc., since they will nonetheless still rank behind
Cinemark USA's large senior secured credit facility, the new notes
are rated at the same B3 level as the notes they replace.
However, since the new notes now rank equally with certain non-
debt liabilities, the applicable loss given default assessment has
improved somewhat.

Rating and Outlook Actions:

Assignments:

Issuer: Cinemark USA, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5,
     84%)

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

Affirmations:

Issuer: Cinemark, Inc.

  -- Corporate Family Rating, Unchanged at B1

  -- Probability of Default Rating, Unchanged at B1

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at B3
     (LGD6, 91%)

Issuer: Cinemark USA, Inc.

  -- Senior Secured Revolving Credit Facility, Unchanged at Ba3
     (LGD3, 31%)

  -- Senior Secured Term Loan B, Unchanged at Ba3 (LGD3, 31%)

Upon repayment of the Cinemark, Inc. notes, all of the corporate
family's debt will reside at Cinemark USA.  In accordance with
standard Moody's practice, the corporate family rating and
probability of default rating, along with the rating outlook will
subsequently be repositioned from Cinemark Inc. to Cinemark USA.

Moody's most recent rating action concerning Cinemark was taken on
February 2, 2007, at which time, among other things, the company's
rating outlook was changed to positive.

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

Cinemark, Inc., headquartered in Plano, Texas, is the United
States' third largest motion picture exhibitor with 295 theaters
and 3,814 screens in 39 states and internationally in 14
countries, mainly in Mexico, South and Central America, with a
further 125 theaters and 1,032 screens.


CITIGROUP INC: Five Firms Continue to Vie for Nikko
---------------------------------------------------
Nekkei English News reports that five companies have reached the
second round of bidding for Citigroup Inc.'s Nikko Asset
Management unit.

According to Nikkei English, those bidders include:

     -- Sumitomo Mitsui Financial Group Inc.,
     -- Sumitomo Trust & Banking Co.,
     -- Mizuho Financial Group Inc.,
     -- Nomura Holdings Inc., and
     -- T&D Holdings Inc.

         TARP May Drive Employees Away, Citigroup Says

Steve Eder and Jonathan Stempel at Reuters report that Citigroup
chairman Richard Parsons said that the Company may find it harder
to keep and attract top employees while it is holding on to
federal bailout money.

Banks getting Troubled Asset Relief Program money are subject to
limits on what they can pay top employees, and Citigroup has taken
$45 billion from that program.  There is no timetable for possible
repayment of the government loan, although the Company recently
filed with the government a capital plan that outlines its
strategy to repay TARP, Reuters says, citing Mr. Parsons.  "I do
worry we could be competitively disadvantaged if we aren't able to
find a way to quickly repay TARP," Reuters quted Mr. Parsons as
saying.  According to Reuters, Citigroup wasn't among the 10 large
companies that regulators last week authorized to repay their
infusions.

     Consolidation of Bond & Preferred Stock Investors' Suits

The Securities Law Firm of Tramont Guerra & Nunez, PA, makes an
announcement to Citigroup Bond and Preferred Stock investors who
are prospective class members of class action lawsuit (Master File
Case No. 08 CV 09522).  On May 7, 2009, Judge Sidney H. Stein
issued an Order that consolidated the Preferred Stock Series AA
and Series F class action lawsuits with the Bondholder class
action lawsuit in the U.S. District Court for the Southern
District of New York.  The Underwriter Defendants who were named
in the class action lawsuit include: Citigroup Global Markets,
Inc.; Morgan Stanley & Co, Inc.; UBS Securities, LLC; and Banc of
America Securities, LLC.  Prospective class members should
consider whether an individual securities arbitration claim filed
with the Financial Industry Regulatory Authority is more effective
than a class action for recovery of their investment losses.

Many investors were advised that Citigroup Bonds and Preferred
Stock were suitable for current income investment objectives.  In
some instances, individuals maintained concentrated positions in
the banking sector that exposed investors to unnecessary and
uncompensated risk.  Brokerage firms are obligated to give and
investors are entitled to rely upon brokerage firms for,
competent, suitable investment advice in accordance with the FINRA
regulations.  Recommendations of unsuitable investments and/or
concentrated investments in the financial sector are both causes
of action that form the basis for individual securities
arbitration claims filed with FINRA.  Securities arbitration
claims arise from sales practice rule violations, as set forth by
FINRA.  In some cases, shareholders must "opt-out" as a class
member in order to pursue a securities arbitration claim,
otherwise this legal option is unavailable.

                          About Citigroup

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

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

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


CJ ERECTORS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C.J. Erectors, Inc.
        64 Walters Street
        Rahway, NJ 07064

Bankruptcy Case No.: 09-25492

Chapter 11 Petition Date: June 15, 2009

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

Debtor's Counsel: Karen E. Bezner, Esq.
                  567 Park Avenue, Suite 103
                  Scotch Plains, NJ 07076
                  Tel: (908) 322-8484
                  Email: Kbez@bellatlantic.net

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
17 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/njb09-25492.pdf

The petition was signed by Dawn Mugan, president of the Company.


COLUMBIAN PUBLISHING: May Exit Ch 11 in 5 Months; Plan Due in July
------------------------------------------------------------------
Julia Anderson at Columbian.com reports that The Columbian
Publishing Co. publisher Scott Campbell expects the Company to
emerge from Chapter 11 bankruptcy in four to five months, once
debt owed to primary lender Bank of America is resolved.

Columbian.com relates that Columbian Publishing continues to
negotiate with its creditors.  According to the report, Columbian
Publishing's reorganization plan is due in court on July 1.  The
report quoted Columbian Publishing Chief Financial Officer Doug
Ness as saying, "We're working to produce that in the next few
weeks.  We hope to have that by July 1.  Once our plan is ratified
by the court, we can come out of Chapter 11."

According to Columbian.com, Mr. Campbell said during a meeting of
the Vancouver Rotary Club, "The fact is that Chapter 11 for us was
necessary in spite of all the restructuring we'd done in the past
18 months to get back to a profitable situation.  We as an
industry are facing extraordinary challenges.  This is the biggest
change for print media since the invention of the radio . . . this
is a shift from the Industrial Age to the Information Age."

"The Columbian is in the process of submitting a new (operating)
budget for the next 13 weeks or more.  And we expect them to file
a debt restructuring plan fairly quickly," Columbian.com quoted
Thomas Stilley, a Portland attorney with Sussman Shank LLP, who is
representing Bank of America, as saying.  According to
Columbian.com, Bank of America is letting Columbian Publishing use
its cash collateral with the bank, in line with terms of the
bankruptcy filing.

The Columbian Publishing is a family owned company that operates
The Columbian newspaper, which serves Clark County and other parts
of southwest Washington.  It also runs the Web site
http://www.columbian.com/

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 1, 2009 (Bankr. W.D. D.C. Case No. 09-43133).
Albert N. Kennedy, Esq., at Tonkon Torp LLP, assists the Debtors
in their restructuring efforts.  Columbian Publishing listed
$1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000
debts.


CONDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Condustrial, Inc.
           dba Medustrial
        105 E. North Street
        Greenville, SC 29601

Bankruptcy Case No.: 09-04425

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Randy A. Skinner, Esq.
                  Skinner and Associates Law Firm, LLC
                  P.O. Box 1843
                  Greenville, SC 29602
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496
                  Email: 1ras@bellsouth.net

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

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

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

          http://bankrupt.com/misc/scb09-04425.pdf

The petition was signed by Claude A. Durham, president and sole
shareholder of the Company.


CRESCENT RESOURCES: S&P Revises Recovery Rating to '5'
------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Crescent Resources LLC's prepetition senior secured credit
facility to '5' from '4', which indicates S&P's expectation for a
modest recovery (10%-30%).

The revised recovery rating follows the June 10, 2009, Chapter 11
bankruptcy filing by the company and its subsidiaries.  As part of
its first-day motions, the bankruptcy court approved an interim
debtor-in-possession order, which allows the company to procure a
$110 million DIP facility, $35 million of which will be available
immediately on an interim basis.  The full $110 million commitment
requires court approval under a final DIP order.

The DIP facility will consist of an $80 million revolver and a
$30 million term loan component, and the borrower is Crescent
Resources LLC.  The DIP facility is secured by a super-priority
first-lien interest in all unencumbered property of the borrower
and the subsidiary guarantors, in all collateral securing the
prepetition senior secured bank facility, and a junior-lien
interest in all other assets that secure other debt.

S&P has updated its recovery analysis to reflect the addition of
the $110 million DIP facility with the interim amount of
$35 million.  Due to the DIP facility's super-priority lien status
ahead of the prepetition senior secured debt, S&P's recovery
prospects for the prepetition senior secured lenders are in the
modest (10%-30%) range assuming the DIP facility commitment
remains in the $35 million-$110 million range.

S&P's revised recovery rating also reflects additional assumptions
S&P has made to its recovery analysis, including additional
stressing of the value of the real estate property assets.


DEAN FOODS: Alpro Acquisition Won't Affect Moody's 'B1' Rating
--------------------------------------------------------------
Moody's said that Dean Foods announcement that it will acquire the
European soymilk producing Alpro division of European based
Vandermoortele for Euro 325 million will not affect Moody's B1
corporate family and other ratings or the positive outlook on Dean
Foods.

Moody's said that while the acquisition will result in some usage
of the $1.5 billion revolver (which was not expected to be used
prior to the announcement) and will slow down the anticipated pace
of leverage improvement over the next several quarters, Dean's
ample liquidity under the unused facility (before the acquisition)
and improved credit metrics over the last year provide sufficient
cushion for the transaction.  Moody's noted that while the
acquisition does give the company a leadership position in soy
products in Europe, and enhances the company's strategy to be a
global leader in soy beverages and other products worldwide, it
does add some additional challenges of managing a business in
international markets.  Moody's also added that upward rating
momentum may be delayed until leverage is reduced further and the
integration of the new business is complete.

The last rating action for Dean Foods was taken on May 11, 2009
when Moody's upgraded the speculative grade liquidity rating to
SGL-2 from SGL-3, affirmed the company's other ratings and changed
the outlook to positive from stable.

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States, with dairy
operations accounting for around 79% of its net sales in FY2008.
The company also markets and sells a variety of branded dairy and
dairy-related products including, Silk soymilk and cultured soy
products, Horizon Organic dairy products, International Delight
coffee creamers and LAND O'LAKES creamers and fluid dairy
products.  Headquartered in Dallas, Texas, Dean Foods had sales in
the last twelve months ending March 31, 2009 of approximately
$12.1 billion.


DEAN FOODS: Vandemoortele Deal Won't Affect S&P's 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Dean Foods Co.'s (BB-
/Stable/--) announcement that it will acquire the Alpro division
of Vandemoortele N.V., Belgium's largest privately held food
company, for Euro 325 million (about $450 million) has no
immediate affect on the ratings and outlook.  Alpro is a leading
branded soy beverage manufacturer in Europe.  The transaction is
expected to close in the third quarter of fiscal 2009 and will be
financed with borrowings under Dean Foods' $1.5 billion revolving
credit facility.

Dean Foods has improved its credit measures and liquidity in
recent quarters due to favorable operating trends, especially
lower raw milk costs, and the May 2009 $445 million equity
offering.  S&P estimates that pro forma adjusted (for capitalized
operating lease and pension and postretirement obligations) total
debt to EBITDA is in the mid-4x area.  S&P also expects that
Dean Foods will maintain at least a 15% cushion under its
financial covenants in the near term.  S&P would consider a
negative outlook if debt leverage increases to more than 5x or if
the company's covenant cushion tightens to less than 15%.


DELPHI CORP: Stakeholders Oppose Terms of New Ch. 11 Plan
---------------------------------------------------------
In separate filings, several parties objected to the proposed
modifications to Delphi Corp. and its affiliates' Confirmed First
Amended Joint Plan Of Reorganization.  The objecting parties
include:

   * Official Committee of Unsecured Creditors,
   * Tranche C DIP Lenders,
   * JPMorgan Chase Bank, N.A.,
   * Appaloosa Management L.P.,
   * Wilmington Trust Company,
   * Salaried Retirees, and
   * Pension Benefit Guaranty Corporation.

-- Creditors Committee

"The Debtors, at the insistence of the United States Department
of Treasury's Auto Task Force, are selling their domestic
business to [General Motors Corporation] at a fire sale price,
and the Auto Task Force is forcing a sale of the business to a
private equity fund for one dollar making sure that creditors get
nothing," the Creditors Committee contends.

Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
tells the Court that despite the Court's mediation order, the
Committee did not have any significant role in negotiations that
led to the proposed modifications to the Debtors' Confirmed First
Amended Joint Plan of Reorganization.  During a ten-minute
meeting, GM presented to the Committee a proposal that the
Committee could not accept because it provided no real recovery to
general unsecured creditors, he says.  When the Committee did not
accept that proposal, GM, the Treasury and the Debtors reduced the
general unsecured creditors' stated potential recovery under the
Revised Proposed Plan by 40%.  He also points out that under the
Revised Plan, any recovery to general unsecured creditors are not
based on the Debtors' total enterprise value, but are conditioned
on:

  (i) Parnassus Holdings II, LLC's first receiving cash for
      $7.2 billion plus the 8% preferred return to holders of
      Parnassus Class C Interests; and

(ii) GM's receiving of some level of return that is not
      disclosed anywhere in the Disclosure Statement or Modified
      Plan.

Mr. Rosenberg tells the Court that Committee proposed a Chapter
11 plan that would provide general unsecured creditors a recovery
if the Debtors' total enterprise value exceeds $7.2 billion,
which was the Debtors' estimated total enterprise value when the
GSA and MSA Approval Order was entered.

-- DIP Lenders

DIP Lenders under the Debtors' Tranche C Facility, namely Double
Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Monarch
Master Funding Ltd.; Greywolf Capital Partners II, LP; Greywolf
Capital Overseas Master Fund; GCOF SPV I; GCP II SPV I; Greywolf
Structured Products Master Fund, Ltd; Greywolf CLO I, Ltd; and
SPCP Group, LLC, object to the Modified Plan, asserting that the
transactions among GM, Platinum Equity and the Debtors:

  (i) are based upon a reckless assessment of the Debtors'
      estates' value;

(ii) were negotiated in secret without the benefit of a
      properly conducted process or an open auction and bidding
      process;

(iii) fail to realize for the Debtors' stakeholders the
      significant values embedded in the company's operations,
      especially in the Debtors' remaining assets; and

(iv) discriminate against the DIP Lenders without their
      consent.

More importantly, on behalf of the DIP Lenders, Richard Mancino,
Esq., at Wilkie Farr & Gallagher LLP, in New York, stresses that
the Debtors propose to strip the DIP Lenders of their statutory
rights to credit bid under Section 363(k) of the Bankruptcy Code.
He comments that the Section 363 Alternative Sale contemplated by
the Debtors will be futile because the GM-Platinum Transaction is
precisely the sort of asset disposition that is prohibited by the
DIP Credit Agreement unless the DIP Lenders consent.  The Tranche
C DIP Lenders ask the Court to establish appropriate auction and
bidding procedures designed to ensure a fair, open and robust
auction.  The Tranche C DIP Lenders seek approval of these
schedules to be inserted in the Debtors' proposed timeline:

   June 11, 2009            Commencement of document discovery

   June 21, 2009            Completion of document discovery

   June 26 to July 14, 2009 Depositions and expert depositions

   July 17, 2009            Deadline to object to modifications
                            to the Confirmed Plan and the
                            363 Implementation Agreement

   July 20, 2009            Auction

Kensington International Limited, Manchester Securities Corp. and
Springfield Associates, LLC, also DIP Lenders under the Tranche C
Facility and known as the Manchester Entities, join in the
Objection filed by the Tranche C DIP Lenders.

On behalf of the Manchester Entities, Glenn E. Siege, Esq., at
Dechert LLP, in New York, relates that in furtherance of a credit
bid, the Manchester Entities together with certain Tranche C DIP
Lenders, who hold $1 billion of DIP Financing have formed a DIP
Lender Funding Group.  The DIP Lender Funding Group is interested
in funding an alternative transaction with respect to Delphi.
The DIP Lender Funding Group expects that any credit bid they
finance would also offer GM the right to purchase the UAW Plants
from Delphi.  Although the terms of the GM-Platinum Transaction
are not yet fully known, the DIP Lender Funding Group expects
that any credit bid financed by it would not necessarily seek to
disrupt agreements reached with other stakeholders in Delphi.

The Manchester Entities also argue that while the Modified Plan
can only be confirmed through the consent of the DIP Lenders,
that consent is not available because the Tranche C Facility is
not being paid in full and the DIP Lenders do not have the
opportunity to credit bid their superpriority secured
administrative claim.

-- JPMorgan

JPMorgan, as administrative agent to the DIP Lenders under the
DIP Credit Facility, objects to the private and closed nature of
the Section 363 Sale Alternative because if the Motion is
granted, the Court is relinquishing the ability to consider
competing offers, including credit bids, at the time of the
hearing on the Section 363 Sale Alternative.  Not only does the
Motion chill the possibility of superior, alternative
transactions, but the inability of the Court to entertain
competitive bids at the sale hearing could cause the DIP Lenders
to prematurely and unnecessarily exercise their remedies, and
certainly reduces the likelihood of a consensual resolution of
the Debtors' Chapter 11 cases, JPMorgan stresses.

On behalf of JPMorgan, Donald S. Bernstein, Esq., at Davis Polk &
Wardwell, in New York, relates that certain of the DIP Lenders are
seeking to develop alternatives to the GM-Platinum Transaction
because they believe the consideration being paid to the Debtors'
remaining assets should exceed the value of the $145.5 million
Class C Membership Interest.  The DIP Lenders believe that the GM-
Platinum Transaction will siphon an extraordinary amount of value
from the Debtors' stakeholders to Platinum by offering Platinum
rewards incommensurate to its relatively modest investments in the
LLC.

JPMorgan and the DIP Lenders suggest that GM consider a
consensual transaction with the DIP Lenders, whereby the DIP
Lenders could share with GM some of the rewards Platinum is
reaping, either (i) by increasing GM's return on the money it is
investing in Parnassus Holdings, or (ii) by reducing the amount
it is required to invest for the same return.  GM might also be
relieved of putting up some or all of the $2 billion for the
Class B Membership interest and the $500 million delayed draw
term loan.  If GM decides not to pursue a consensual transaction
with the DIP Lenders and declines to acquire the GM Purchased
Assets or invest in the Debtors' remaining assets, the DIP
Lenders could tolerate the loss of the purchase price of the GM
Purchased Assets in order to acquire only the Debtors' remaining
assets through a credit bid of their claims, Mr. Bernstein says.

-- Appaloosa Management

In a joint filing, Appaloosa; A-D Acquisition Holdings, LLC;
Harbinger Del-Auto Investment Company Ltd.; Harbinger Capital
Partners Master Fund I, Ltd; Merrill, Lynch, Pierce, Fenner &
Smith, Incorporated; Pardus Special Opportunities Master Fund
L.P.; and Pardus DPH Holdings support the Debtors' decision to
proceed to confirmation as soon as practicable.  The Plan
Investors, however, want to ensure that the Modified Plan does
not directly or indirectly compromise in any way any of the
parties' rights and remedies in the adversary proceeding
commenced by the Debtors against the Plan Investors pursuant to
termination of the Equity Purchase and Commitment Agreement.

J. Christopher Shore, Esq., at White & Case LLP, in New York,
points out that the Modified Plan fails to answer certain basic
questions with respect to the Adversary Proceeding that are
material in the context of the Debtors' Chapter 11 cases,
including what will happen with the control over and operation of
the Adversary Proceeding post-confirmation and how the claims of
parties in the litigation will be treated.  Nevertheless, the
Plan Investors say they believe the Debtors' move towards
confirmation of the Modified plan is not intended to compromise
any substantive rights of the Plan Investors in the Adversary
Proceeding.

Accordingly, the Plan Investors ask the Court to direct the
Debtors to insert language in their Modified Plan that connotes
that "the confirmation of the Modified Plan and any Plan
amendment will not prejudice the defendants in Adversary
Proceeding Nos. 08-01232 and 08-01233, with respect to any
claims, counterclaims, defenses, rights or issues of fact or
law."  The Plan Investors continue to dispute entitlement of the
Debtors to $250 million or more in total aggregate damages.  The
Plan Investors further believe that they have valid counterclaims
of more than $100 million.

-- Wilmington Trust

Wilmington Trust, indenture trustee for $2 billion senior notes
issued by the Debtors, opposes the Modified Plan to the extent
the Debtors seek authority to proceed with a private sale of
assets rather than a public auction.  Wilmington Trust confers
that the Debtors did not cite any basis for a private sale.
Wilmington Trust thus asks the Court to deny any private sale of
assets by the Debtors.

-- Retirees

In 398 separate letters, the Debtors' salaried retirees as
represented by the Delphi Salaried Retirees Association stress
that they need assistance at this time to help avoid the turnover
of Delphi's salaried pension plan to the Pension Benefit Guaranty
Corporation as contemplated in the Modified Plan.  The Salaried
Retirees point out that they are already hurting badly from the
loss of health and life insurance benefits.  The Salaried
Retirees thus propose that GM roll the Delphi Pension Fund and
Salaried Retirees into the GM salaried retirees pension fund and
program for these reasons:

  * Delphi salaried retirees have already suffered
    disproportionate losses with respect to their auto industry
    peers and should at least have their pensions preserved.

  * Delphi cannot emerge from Chapter 11 without resolving the
    salaried pension issue and thus, they must either turn
    pensions over to PBGC or return them to GM from where the
    original liability came.

  * PBGC currently holds liens on many assets that Delphi needs
    to sell to emerge from Chapter 11.  This action would clear
    those liens enabling Delphi to proceed with its
    reorganization.

  * GM currently intends to purchase several of the Delphi
    assets with PBGC liens.  This action would also allow those
    acquisitions to proceed unimpeded.

  * PBGC will avoid the assumption of another large underfunded
    pension plan.

  * The U.S. Treasury will collect additional taxes on the
    increased pension amounts paid to retirees over the lifetime
    of the annuities.

"This is truly a liquidation of Delphi thinly disguised as an
emergence," several Salaried Retirees argue.  "What's worst, the
valuable assets of Delphi is being given away and the only money
left for creditors and retirees will be in the disposition of
already closed, non-revenue producing plants," the Salaried
Retirees add.

Several salaried retirees also wrote Ron Bloom of the Auto Task
Force, reminding him of his meeting with Delphi Salaried Retirees
Association's Paul Dobosz in April 2009, when he said that
pension plans was of high priority and that he was looking for
reasonable solutions despite very difficult circumstances.
Certain retirees also addressed their concerns to Vince
Snowbarger, deputy director of PBGC, whereby the retirees ask the
agency to consider the plight of the salaried retirees when
determining what action to take with regard to Delphi's request
to terminate the Salaried Employees Pension Plan.

Accordingly, the Salaried Retirees ask, among others:

-- the PBGC and the Court for the flow back of the Delphi
    Salaried Retiree Pension to GM rather than have them
    transferred to the PBGC;

-- the PBGC to refuse to accept the Delphi Salaried Retiree
    Pension assets unless the Delphi Pension Funs is fully
    funded; and

-- the Court not to accept the Modified Plan but to direct
    Delphi, GM, the U.S. Treasury, Platinum Equity and the UAW,
    to restructure a deal that is equitable to the salaried
    retirees and the creditors.

Out of 398 timely retiree objections, about 41 letters did not
set forth a signatory.  In addition, 26 salaried retirees filed
objection letters with the Court between June 10 to June 12,
2009.

In a letter addressed to U.S. President Barack Obama, Christopher
J. Lee, representative for the 26th District in Western New York,
objects to the decision to refer Delphi's salaried pension plan
to PBGC.  He comments that he is dismayed by the referral of the
salaried retirees pension obligations to PBGC, where pension
payments are liable to be cut drastically, if not eliminated
entirely.  He thus asserts that pension obligations for both
hourly and salaried retirees should be assumed by GM.  He also
asks the Auto Task Force to demand reconsideration of the
decision before the June 10, 2009 hearing.

Mr. Lee emphasizes that while the restructuring of America's auto
industry will require shared sacrifice and responsibility,
Delphi's salaried retirees are being forced to bear extra burdens
that are not warranted and have not been explained.

-- PBGC

PBGC clarifies that it has not agreed to any settlement of claims
or treatment of the relevant pension plans sponsored by the
Debtors pursuant to a "PBGC Settlement" cited in the Modified
Plan and thus, no oral or written agreement exists.  John A.
Menke, Esq., assistant chief counsel of PBGC, in Washington,
D.C., discloses that PBGC and other parties-in-interest are
continuing their discussions toward a consensual resolution of
the issues surrounding the Debtors' pension plans.

PBGC reserves its rights with respect to any settlement,
including whether one can be reached and the specific terms on
which settlement may be possible.  PBGC further reserves all of
its claims, defenses, liens and rights to assert further
objection to any proposed modification of the Confirmed Plan and
the treatment of its secured and unsecured claims against the
Debtors.

                     June 1 Plan Modifications

Delphi Corp. and its affiliates are seeking approval of certain
modifications to their Confirmed Chapter 11 Plan submitted to the
Court June 1, 2009.

The June 1 proposed modifications to the Confirmed First Amended
Joint Plan of Reorganization supersede the proposed Plan
modifications submitted on October 3, 2008.  The Debtors also
delivered to the Court a supplement containing modifications to
their Disclosure Statement on June 1, 2009.

In the event the Debtors are not able to implement the
transactions contemplated in the Modified Plan, the Debtors ask
the Court to set a hearing no later than July 23, 2009, to
approve a sale of substantially all their primary assets to
Parnassus Holdings II LLC and GM Components Holdings LLC under a
Master Disposition Agreement.  The Alternative Sale Hearing is
intended to ensure that if the Debtors are unable to obtain
approval of their Modified Plan on July 23, 2009, they would be
in a position to proceed on that date to seek the Court's
authorization under Sections 363 and 365 of the Bankruptcy Code
to complete the transactions set forth in the Master Disposition
Agreement, to be modified by a 363 Implementation Agreement.  The
363 Implementation Agreement will be filed by July 2, 2009.

The Debtors believe that they are on the brink of emergence from
Chapter 11.  John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, says that the Debtors
have accomplished their stated reorganization goals, maintained
their business despite a global economic recession and the failed
promises of would-be investors, and persevered in the face of
unprecedented challenges that have flooded the automotive
industry.  "Due to the nature of this transaction, there is no
time to spare," he argues.  "The Debtors need to act now to
effectuate the Modified Plan and the transactions incorporated
therein to allow them to maximize value to their stakeholders,"
Mr. Butler stresses.

Mr. Butler relates that following the inability of the Debtors to
implement their proposed modifications to the Confirmed Plan in
October 2008, the Debtors undertook steps in three primary areas
in which they believe have been critical to completing their
transformation and positioning the Company to emerge from Chapter
11:

  1. Reaching an agreement with Parnassus Holdings and GM
     Components for the disposition of the Debtors' primary
     business assets;

  2. Resolving the Debtors' financing issues; and

  3. Resolving the Debtors' pension issues.

Critical to achieving resolution of each of these issues, Mr.
Butler avers, has been the garnering of the U.S. Department of
Treasury's support for Delphi's plan of reorganization.  As a
result of General Motors Corp. accepting Troubled Asset Relief
Program funds from the U.S. government, GM's use of capital is
subject to significant governmental oversight, particularly for
transactions valued at more than $100 million.  Since support
from GM in a variety of forms was central to the resolution of
each of these three issues, it was essential for the Debtors to
attain U.S. Treasury support as well, he states.  Having garnered
that support in light of the Debtors' significant relationship
with GM, the Debtors have been able to reach a consensual
resolution with their parties-in-interest to Delphi's outstanding
issues, which discussions have resulted in the agreements
underlying the Plan.

In general, the proposed June 1 modifications to the Confirmed
Plan are:

                    Confirmed Plan         Modified Plan
                    --------------         -------------
Plan Investor      Plan Investors'        Acquisition of the
                    commitment to invest   Company's operating
                    up to $2.55 billion    businesses by
                                           Parnassus Holdings
                                           II, LLC, an affiliate
                                           of Platinum Equity
                                           Capital Partners II,
                                           L.P., and of certain
                                           North American
                                           operations and the
                                           global steering
                                           business by certain
                                           affiliates of General
                                           Motors Corporation

Rights Offering    $1.75 billion          No rights offering
                    discount rights
                    offering

Emergence Capital  $4.7 billion           No funded debt;
and Capital                               instead non-recourse
Commitments                               emergence capital
                                           funded by GM under
                                           the transaction
                                           agreements

                                           Parnassus Holdings
                                           II LLC has obtained
                                           $3.6 billion in
                                           emergence capital and
                                           capital commitments
                                           to support the
                                           Company's operating
                                           businesses going
                                           forward

Revolver           $1.4 billion           Not applicable

Total Enterprise   Agreed plan value of   Not applicable as a
Value              $12.8 billion          result of the Master
                                           Disposition Agreement
                                           and related
                                           transactions

Defined Benefit    $1.5 billion 414(l)    414(l) Transfer of
Pension Plans      transfer of hourly     $2.1 billion in net
                    pension plan to GM     unfunded liabilities
                                           was effective on
                                           September 29, 2008.

                    All salaried           Upon consummation of
                    pension plans and      the Modified Plan,
                    hourly pension plans   the remaining assets
                    assumed                and liabilities of
                                           Delphi's hourly
                                           pension plan will no
                                           longer be the
                                           responsibility of the
                                           Debtors, but will be
                                           addressed by GM.  The
                                           Debtors expect that
                                           the salaried pension
                                           and certain
                                           subsidiary pension
                                           plans may be
                                           involuntarily
                                           terminated by the
                                           PBGC, which will
                                           receive a negotiated
                                           settlement, including
                                           an allowed unsecured
                                           prepetition claim.

General            $4.073 billion         GM will purchase from
Motors Corp.       consisting of:         Delphi for additional
                                           consideration certain
                                           assets of the Company
                    - $1.073 billion in    and will be subject
                      junior preferred     to certain
                      securities           obligations as set
                                           forth in the Master
                                           Disposition
                    - $1.5 billion, of     Agreement, which will
                      which at least $750  supersede the Amended
                      million will be in   Master Restructuring
                      Cash and the         Agreement that will
                      Remainder will be    be terminated,
                      in a second lien     including providing
                      note with market     certain funding,
                      terms                waiving certain
                                           claims and assuming
                    - $1.5 billion in      various liabilities.
                      connection with the  GM will not receive
                      effectuation of the  any distribution on
                      414(l) assumption    account of its
                                           Allowed Claim

DIP Facility       Paid in full on the    Satisfied in full on
Revolver Claim     Effective Date         the Effective Date

DIP Facility       Paid in full on the    Satisfied in full on
First Priority     Effective Date         the Effective Date
Term Claim

Senior Secured     Paid in the ordinary   Paid in the ordinary
Hedge              course of business     course of business
Obligations                                with agreed
                                           collateralization
                                           upon emergence

DIP Facility       Paid in full on the    Satisfied in full on
Second Priority    Effective Date         the Effective Date
Term Claim                                through consummation
                                           of a transaction that
                                           provides for the cash
                                           payment of $291
                                           million, interest in
                                           Parnassus Holdings
                                           II, LLC in the
                                           nominal amount of
                                           $145.5 million with a
                                           preferred return at a
                                           per annum rate of
                                           interest of 8% and to
                                           be paid pursuant to a
                                           waterfall formula as
                                           part of the equity
                                           distribution of
                                           Parnassus Holding LLC
                                           and any unpaid
                                           balance to be paid
                                           10 years after the
                                           effective date of
                                           Modified Plan, and
                                           the first settlement
                                           or other proceeds
                                           from the
                                           Corporation's plan
                                           investor litigation
                                           up to $146 million

Secured Claims     Paid in Cash in full   Claims will either
                    or reinstated          (i) be paid in equal
                                           installments of cash
                                           over a period of
                                           seven years from the
                                           effective date of the
                                           Modified Plan with
                                           interest accruing at
                                           the closing seven-
                                           year Treasury Bill
                                           rate on the effective
                                           date, plus 200 basis
                                           points; (ii) receive
                                           their collateral free
                                           and clear of liens;
                                           or (iii) receive
                                           other treatment
                                           agreed upon by the
                                           parties that is more
                                           favorable to the
                                           Debtors

Unsecured          Par plus accrued       Pro rata share of
Creditors          recovery at plan       deferred
                    value of $12.8         consideration under
                    billion consisting     Master Disposition
                    of:                    Agreement

                    - 78.6% in new
                      common stock at
                      plan equity value

                    - 21.4% through
                      pro rata
                      participation
                      in discount rights
                      offering at a 35.6%
                      discount from plan
                      equity value

                    - TOPrS Claims included
                      in General Unsecured
                      class with Senior Notes,
                      trade claims, and SERP
                      claims

Postpetition       Postpetition           No postpetition
Interest           interest to be paid    interest will be
                    on certain General     accrued or paid on
                    Unsecured Claims       General Unsecured
                                           Claims under the
                                           Modified Plan

MDL Litigation     Allowed claims with    No recovery under
Claims             same treatment as      the Modified Plan
                    General Unsecured
                    Claims

Equity             Direct grant of new    No recovery under the
                    common stock of $28    Modified Plan
                    million and Warrants
                    valued at $321 million
                    in the aggregate, plus
                    the opportunity to
                    participate in a Par
                    Value Rights Offering

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Insists GM, Platinum-Backed Plan Only Feasible Option
------------------------------------------------------------------
No credible commitment for sufficient emergence capital was ever
forthcoming from Delphi Corp. stakeholders or other third parties
until the Auto Task Force intervened in the Debtors' Chapter 11
cases in March 2009 in support of GM, John Wm. Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, tells the
U.S. Bankruptcy Court for the Southern District of New York.

Delphi Corp. and its affiliates are seeking approval of certain
modifications to their Confirmed Chapter 11 Plan.  The proposed
modifications were submitted to the Court June 1, 2009.  The
Modified Plan provides that in the event the Debtors are not able
to implement certain transactions contemplated in the Plan, the
Debtors will seek approval July 23, 2009, of a sale of
substantially all their primary assets to Parnassus Holdings II
LLC and GM Components Holdings LLC under a
Master Disposition Agreement.

The transactions with GM and Platinum Equity, Mr. Butler insists,
represent the first fully funded, feasible emergence transactions
since the Plan Investors walked away from the Confirmed Plan 14
months ago.  Those emergence transactions, which involve $3.6
billion in emergence capital and commitments, meet important
objectives established by the Debtors, GM and Platinum Equity, he
maintains.  For the Debtors, the transactions maximize business
enterprise value and related recoveries for the Debtors'
stakeholders; maximize feasibility and speed of execution; protect
franchise value by ensuring continuity of supply for the Debtors'
customers; preserve the Debtors' supplier tiers; preserve the
Debtors' human capital; and provide the opportunity to consummate
a Modified Plan in order to reach a comprehensive resolution of
the Debtors' Chapter 11 cases and achieve the Debtors'
transformation objectives, Mr. Butler asserts.  For GM and
Platinum Equity, the transactions ensure continuation of supply
for GM, maximize feasibility and speed of execution, and
rationalize transaction economics, he adds.

More importantly to the Debtors, Mr. Butler states, GM and
Platinum have agreed that the emergence transactions may be
consummated through the Modified Plan under Section 1127 of the
Bankruptcy Code or through a private sale under Section 363 if
sufficient stakeholder support is not obtained to confirm and
consummate the Modified Plan.  GM has agreed to provide up to
$250 million in incremental liquidity support on a subordinated
basis to the DIP Lenders to bridge the Debtors' financing
requirements to consummation of either the Modified Plan or
private sale pursuant to the Amended and Restated GM-Delphi
Arrangement.  Also of significance is that the transaction
agreements with GM and Platinum permit the Debtors to consider
unsolicited alternative transactions between now and the approval
hearing for the Modified Plan or private sale on July 23, 2009,
Mr. Butler tells the Court.

In light of the objections to the Plan Modification Motion,
although many of the Debtors' stakeholders are disappointed with
the recoveries expected under the proposed transactions, it is
instructive that not one of them has objected to the proposed
$250 million financing from GM, Mr. Butler emphasizes.  The
Debtors believe that no objections were lodged to the
subordinated financing to be provided by GM because the Debtors'
stakeholders recognize that the incremental financing is
absolutely necessary to preserve the value of the Debtors'
estates and none of them is prepared to provide substitute
financing, especially on the subordinated priority agreed to by
GM.

Mr. Butler argues that none of the objections filed with respect
to the Plan Modification Motion should result in the Court
denying the relief sought at the preliminary hearing on June 10,
2009.  Preliminary approval of the Modified Plan will provide a
fully financed runway to the July 23, 2009 approval hearing of
the Modified Plan on its merits or if necessary, the alternative
private sale transactions, he maintains.  The July 23 hearing
will also provide an opportunity for any unsolicited feasible
transactions to be considered by the Debtors' Board of Directors.

Mr. Butler notes that the Debtors have amended the supplement
containing the Modified Plan and Disclosure Statement on June 10,
2009, to reflect:

* updates regarding the bankruptcy filing of General Motors,

* addition of an "Other Priority Claims" class,

* treatment of certain workers' compensation claims,

* certain additional disclosure sought by the Plan Investors,
   Wilmington Trust and JPMorgan, and

* additional disclosure regarding risk factors.

A. Updates on GM & DIP Accommodation Agreement

    The Debtors' Disclosure Statement is specifically amended to
    the add GM's Form 8K filing with the Securities and Exchange
    Commission on June 1, 2009, disclosing the Master
    Disposition Agreement and the Amended and Restated GM-Delphi
    Arrangement.  The Disclosure Statement also relates that GM
    sought and obtained the U.S. Bankruptcy Court for the
    Southern District of New York's approval to continue to
    provide financing to certain of its suppliers, by lending
    funds directly to suppliers like Delphi in the manner set
    forth in the GM-Delphi Arrangement.

    Subsequent to entry into the "third amendment" to the DIP
    Accommodation Agreement, on June 1 and 8, 2009, the Debtors
    and the DIP Lenders agreed to two further amendments of the
    Accommodation Agreement, which, among others, further
    extended the date on which the Accommodation Period would
    end if the requisite DIP Lenders have not delivered a notice
    indicating approval of the Term Sheet -- first to June 9,
    2009 and currently to June 13, 2009.  The DIP Accommodation
    Fourth Amendment also waived certain defaults existing under
    the Accommodation Agreement associated with the delivery of
    the Term Sheet and extended certain milestones.  Moreover,
    the DIP Accommodation Fifth Amendment extended the period,
    by which the requisite DIP Lenders may notify the Debtors
    that any new reorganization plan or any modifications to the
    Confirmed Plan are not satisfactory, from 10 days to 25
    days.

B. Addition of Class K Other Priority Claims, Modifications to
    Claim Treatment

    The Modified Plan also adds a "Class K" designated "Other
    Priority Claims."  Other Priority Claims is a claim, other
    than an Administrative Claim or Priority Tax Claim, entitled
    to priority payment as specified in Section 507(a)(3), (4),
    (5), (6), (7), or (9) of the Bankruptcy Code.   Allowed
    Other Priority Claims are unimpaired under the Modified Plan
    and will be paid in full in cash.  Based on the payments
    made by the Debtors pursuant to various first day orders,
    the estimated amount of Other Priority Claims is $0.

    Under the Class of DIP Claims, (i) Tranche A DIP Lenders and
    Tranche B DIP Lenders will receive cash, and (ii) Tranche C
    DIP Lenders will receive (x) $291 million in cash, (y) their
    pro rata portion of the Parnassus Class C Interests, and (z)
    up $145.6 million of the net proceeds from the pending
    lawsuit, including any settlement, by Delphi against
    Appaloosa Management L.P. and certain other plan investors
    or other parties arising from or relating to the EPCA.
    Estimated total amount of DIP Claims is also amended from
    $3.03 billion to $3.5 billion.

    Holders of secured claims, at the Debtors' election, may
    receive their collateral, free and clear of liens, claims
    and encumbrances provided that the collateral was property
    of the Debtors' estates.

C. Treatment of Workers' Compensation Claims

    In many states where the Debtors conduct business, the
    Debtors self-insure their workers' compensation programs
    and, as required by state law, have obtained letters of
    credit for the benefit of the states in the event that they
    default on their obligations to pay workers compensation
    claims.  Certain states in which the Debtors are self-
    insured have filed contingent claims for repayment in the
    event the Debtors do not satisfy prepetition workers'
    compensation liabilities.  The Debtors estimate that allowed
    claims asserted by the States, if any, on account of
    contingent workers' compensation claims would total less
    than $10 million.  Only a few states filed those claims on
    or before the Bar Date and the Debtors believe that, in the
    event they are determined to be excise taxes, priority
    treatment would be limited to payments for injuries that
    occurred within three years of the Petition Date.

    Priority treatment for timely claims asserted by individuals
    in the event they are determined to be employee wage or
    benefit claims under Section 507(a)(3) or (4) are capped at
    $10,000 per individual.  The Debtors asserted that they have
    made payments to employees, including workers' compensation
    payments throughout the duration of their Chapter 11 cases.
    To the extent asserted workers' compensation claims are
    administrative expense claims related to acquired assets,
    those claims will be assumed by one of the Buyers pursuant
    to the Master Disposition Agreement with remaining
    administrative claims to be retained and paid by DPH
    Holdings Co.  Any prepetition claim not barred by the Bar
    Date will be satisfied through the application of existing
    letters of credit, pursuant to the treatment set forth for
    either of the priority classes, or allowed prepetition
    general unsecured claims, and will be discharged pursuant to
    the Modified Plan.  To the extent no timely claim has been
    filed, the liabilities are barred by the Bar Date Order and
    will be discharged pursuant to the Modified Plan.

    In addition to the U.S. Pension Plans, Debtor Delphi
    Electronic Overseas Corporation maintains a defined benefit
    pension plan in the United Kingdom with an estimated funding
    deficit of GBP32 million.  Pursuant to the Master
    Disposition Agreement, DEOC's assets will be purchased by
    Parnassus or an affiliate of Parnassus and the buyer has
    agreed to assume all accrued pension liabilities and assets
    for all of DEOC's transferred non-U.S. employees and all
    current DEOC employees.  Moreover, to the extent the assets
    and liabilities of a person covered by the DEOC Plan has not
    been assumed by the buyer, the Debtors expect that a
    resolution will be achieved to the satisfaction of the
    United Kingdom's regulator that will maintain the integrity
    and value of that person's pension.

D. Additional Disclosures as Sought

    The Modified Plan provides that under the Master Disposition
    Agreement, the purchase price would be comprised of:

     (i) GM Components and Parnassus would each assume the
         Assumed Liabilities and Cure Amounts applicable to
         their Businesses for Acquired Contracts and pay 50% of
         professional fees that are Administrative Claims
         required to be paid by certain affiliates;

    (ii) GM Components would also waive its prepetition claims
         and administrative clams against the Debtors, pay a DIP
         Priority Payment Amount to the Debtors, pay
         $291,020,079 to the Debtors, and pay certain scheduled
         expenses of the Debtors, in addition to and a
         proportional post-closing payment to the Debtors based
         on recoveries from Appaloosa Claim as provided by the
         Confirmed Plan, in addition to solicitation costs for
         approval of the Modified Plan that are Administrative
         Claims; and

   (iii) Parnassus would also pay $1 and issue its Class C
         Interest to the Debtors, in addition to paying a post-
         closing amount pursuant to the Modified Plan.

    The Modified Plan also provides that its confirmation will
    not constitute any finding or ruling with respect to any
    claims, counterclaims, defenses, rights or issues in the
    adversary proceedings.

    Moreover, the Plan discloses that the Debtors will seek to
    reach a resolution regarding the fees of Wilmington Trust
    Company, indenture trustee for $2 billion senior issues
    issued by the Debtors, but absent a settlement, the
    distribution to Senior Noteholders will be subject to
    Wilmington Trust's liens which could materially reduce
    recoveries to holders of senior debt.

E. Additional Risk Factors

    Among the June 10 amendments to the Modified Plan are the
    note of additional risk factors to a consummation of a Plan,
    including (1) the certainty of the GM financing, (2) a
    possibility that the DIP Lenders may fail to exercise
    remedies under the DIP Agreement, and (2) the fact that the
    Bar Date may be challenged.

    GM's DIP Financing is being provided by U.S. Treasury only
    in the context of GM pursuing an expedited Section 363 sale
    of its assets to Vehicle Acquisition Holdings LLC, a
    purchaser sponsored by the U.S. Treasury.  Also, as part of
    the Section 363 sale, GM reached certain agreements with its
    primary labor union, the United Auto Workers.  Nonetheless,
    GM must still garner support from other constituents to
    successfully proceed in its Chapter 11 cases.  In
    particular, as it pertains to the effectiveness of the
    Modified Plan, GM must seek Bankruptcy Court approval to
    perform under the Master Disposition Agreement.  GM and the
    Debtors entered into the Master Disposition Agreement hours
    after GM filed for Chapter 11 protection.  As a postpetition
    agreement of both GM and the Debtors, the Master Disposition
    Agreement must be approved by the Bankruptcy Court in GM's
    Chapter 11 cases as well as the Debtors' cases.  It is
    anticipated that GM will seek to assume the Master
    Disposition Agreement in June 2009, but there is can be no
    assurance that GM's stakeholders will not object to the
    assumption or that the Bankruptcy Court will approve GM's
    motion to proceed with the purchase.

    The Debtors also note that to effectuate the DIP Transfer,
    pursuant to which the DIP Lenders will accept certain of the
    Debtors' assets in full satisfaction of the Debtors'
    obligations under the DIP Credit Agreement, the DIP Agent
    must receive direction to exercise remedies from the
    Required Lenders.  The Debtors further note that it is
    uncertain whether the DIP Agent will receive the direction
    to effectuate the DIP Transfer and thus, whether the DIP
    Transfer will occur.  If the DIP Transfer does not take
    place, there can be no assurance that the Modified Plan will
    be consummated.

    Moreover, certain parties may allege that the Bar Date
    should not apply to their claims as a result of, among
    others, excusable neglect.  Thus, if the Court grants leave
    to file late claims involving a material amount of secured
    or priority claims, the Debtors may not have sufficient cash
    to satisfy secured or priority claims under the Modified
    Plan.  On the other hand, if the Court grants leave to file
    late claims involving a material amount of prepetition
    general unsecured claims, recoveries to holders of general
    unsecured claims could be diluted.

                       Revised Deadlines

Pursuant to the amended proposed order to Plan Modification
Motion, the Debtors propose these revised deadlines for their
timeline:

     June 18, 2009    Solicitation Mailing Deadline
     July 15, 2009    Plan Objection Deadline
     July 15, 2009    Voting Deadline

The June 10 Amendments are incorporated in:

* a blacklined version of select pages of the Disclosure, which
  is available for free at:

  http://bankrupt.com/misc/Delphi_June10DisclosureStatement.pdf

* a blacklined version of select pages of the Modified Plan,
  which is available for free at:

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

* a blacklined version of select pages of the Master Disposition
  Agreement, which is available for free at:

  http://bankrupt.com/misc/Delphi_June10MasterDispositionAgr.pdf

* a blacklined version of the proposed order to the Plan
  Modifications Motion, which is available for free at:

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

* a copy of two demonstrative slides illustrating (i) the
  interrelated nature of the Master Disposition Agreement with
  the Amended and Restated GM-Delphi Arrangement, and (iii) the
  Debtors' key emergence issues that are resolved by the Master
  Disposition Agreement, which is available for free at:

    http://bankrupt.com/misc/Delphi_GM-relatedslides.pdf

A chart summarizing the Debtors' response to the Objections to
the Modified Plan, the Disclosure Statement and Solicitation
Motion is available for free at:

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

In addition, Mr. Butler notes that pursuant to the Master
Disposition Agreement, only schedules on the Administrative
Liabilities to be assumed, the Excluded Assets and "Wind Up
Costs" must be executed at this time.  Other schedules may be
finalized until prior to closing of the Master Disposition
Agreement.  Nonetheless, the Debtors filed with the Court on
June 10, 2009, certain schedules to the Master Disposition
Agreement, full-text copies of which are available for free at:

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

The Debtors relate that they will use their best efforts to file
the non-confidential Schedules and Exhibits by the plan
supplement deadline and obtain approval to file under seal
certain Exhibits and Schedules, containing sensitive and
confidential information.

            Protective Order on Documents Production

Moreover, at the Debtors' behest, Judge Drain entered on June 9,
2009, a protective order governing the production and use of
confidential and highly confidential information to be provided
by the Debtors to JPMorgan in connection with the Plan
Modification Motion and Amended and Restated GM-Delphi
Arrangement.

Any party to the Protective Order may designate as "highly
confidential" any document, deposition testimony, or other
information given by the Parties or Lenders that a Party or
Lender believes reflects non-public trade secrets, competitively
sensitive business or development plans, forward-looking
financial information, or personal information.  Information
designated as confidential may only be inspected by selected
parties.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Judge Drain Directs Sale Protocol; Icahn Eyes Deal
---------------------------------------------------------------
During the June 10 preliminary hearing on Delphi Corp.'s proposal
to amend its Chapter 11 plan, Judge Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York directed
the Debtors to establish bidding procedures for an auction of
their assets, Bloomberg News reports.

Meanwhile, billionaire Carl Icahn is considering a bid on Delphi's
assets pursuant to an auction, a source privy to the matter told
The New York Post.  The report relates that Mr. Icahn, owner of
Federal-Mogul Corporation, and certain other entities were
previously engaged in talks with Delphi on possible sale of the
company's assets while the Auto Task Force was striking a deal
with Platinum Equity.  The article, citing an unnamed source from
Delphi, says that Mr. Icahn's offer could have been a better deal
for Delphi's creditors.

Delphi Corp. and its affiliates are seeking approval of certain
modifications to their Confirmed Chapter 11 Plan.  The proposed
modifications were submitted to the Court June 1, 2009.  The
Modified Plan provides that in the event the Debtors are not able
to implement certain transactions contemplated in the Plan, the
Debtors will seek approval on July 23, 2009, a sale of
substantially all their primary assets to Parnassus Holdings II
LLC and GM Components Holdings LLC under a
Master Disposition Agreement.

In light of Judge Drain's decision, Delphi will seek (i) approval
of the Modified Plan, and (ii) sell its assets, subject to higher
and competing bids, which Delphi's board of directors will
determine, John Butler Jr., counsel to Delphi, told Bloomberg.
Mr. Butler further explained that GM's contribution to Delphi is
more than $4 billion and unless a competing bidder comes up with
more than that amount, that bidder would need the help of GM, the
report adds.

At the June 10 hearing, Judge Drain questioned Platinum Equity's
role as purchaser to Delphi's assets, according to Christopher
Scinta at Bloomberg.  "What's so special about Platinum Equity,"
Judge Drain inquired, further commenting, "why can't other guys in
suits pay more," the report relates.

For its part, Platinum Equity Chairman and Chief Executive
Officer Tom Gores, in an e-mailed statement to Bloomberg,
maintained that his firm is uniquely equipped to help Delphi "in
ways no other investor can."  Mr. Gores stated that Platinum
Equity has spent more than three years learning Delphi's business
and formulating those plans needed to help Delphi emerge and
maintain long-term profitability, Bloomberg says.

According to the report, Judge Drain also approved procedures for
the solicitation of votes on the Modified Plan.

An auction date has yet to be set.  The Court will consider final
approval of the Plan Modification Motion on July 23, 2009.

The New York Post says Mr. Icahn and other entities will be given
until July 10, 2009, to submit competing and higher bids.  Delphi
is expected to file proposed bidding procedures on June 15.

                        Retirees' Protests

ABC12.com relates that Delphi salaried retirees picketed in front
of the company's headquarters in Troy, Michigan, on
June 12, 2009, protesting over the pension cuts and PBGC's taking
over of Delphi's salaried hourly pension plan for Delphi to
emerge from bankruptcy.

More than 200 retirees from Michigan and different parts of the
U.S. gathered together to complain of the PBGC takeover, which
could impact Delphi's 15,000 salaried employees, the report
notes.

PBGC, in its objection filed with the Court, asserted that it has
not reach a definitive settlement with Delphi.  In a statement
sent to ABC12.com, Delphi said that it is continuing negotiations
with PBGC and other parties-in-interest for a resolution of the
pension plans.  In the meantime, Delphi's pension plans will
remain unchanged while PBGC reviews the pension plans, the report
discloses.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Committee Opposes Old Voting Record Date for New Plan
------------------------------------------------------------------
In connection with the re-solicitation of votes on the Confirmed
First Amended Joint Plan of Reorganization as modified on June 1,
2009, Delphi Corp. and its affiliates propose to adopt
substantially the same procedures and the same documents
previously approved by the Judge Robert Drain on December 10,
2007, subject to limited modifications.

The Official Committee of Unsecured Creditors and Wilmington Trust
Company have conveyed opposition to the proposal.

The Committee cites that more than 18 months have passed since
November 26, 2007 voting record date.  Given the sheer volume of
claims that have traded hands since that date, the effect of
maintaining the existing record date would be to disenfranchise
untold numbers of creditors, the Committee says.  Robert J.
Rosenberg, Esq., at Latham & Watkins LLP, in New York, points out
that all holders of claims that have purchased their claims in
the last 18 months would be required to identify and locate the
holder of that claim as of November 2007, find out if that holder
submitted a ballot, and then maybe cause that holder to submit a
changed vote -- all in four weeks.  In the case of bondholders
who have purchased bonds in the past 18 months, there is no way
to determine who the holders of those bonds were at the time of
the original voting record date, he adds.  "Maintaining the
existing voting record date is simply inequitable and allows the
Debtors to rely upon affirmative votes of the Confirmed Plan that
paid par plus accrued interest as being votes in favor of the
Modified Plan that at best provides a pittance," Mr. Rosenberg
contends.

The Committee thus endorses the Debtors' previous suggestion of
June 8, 2009, as the new record date.

Mr. Rosenberg also cites that the Modified Plan provides for the
impairment of Classes 1A-1 and 6A-1, but the Confirmed Plan
provided for those subclasses of secured claims to be afforded an
unimpaired status.  This impairment, coupled with the Debtors'
request to deem classes in which no holders vote as having
accepted the Modified Plan, would result to creation of an
impaired accepting class of creditors if any secured creditor
simply fails to vote on the Modified Plan, he points out.  The
Committee thus asks the Court to not consider non-voting secured
creditors as impaired accepting class of claims under Section
1129(a)(10) of the Bankruptcy Code.  The Committee also asks the
Court to block the Debtors' use of a separate classification of
the claim of the Pension Benefit Guaranty Corporation to engineer
a consenting impaired class.  The PBGC's vote with respect to the
Modified Plan should be included with the votes of the other
general unsecured creditors, the Committee argues.

On behalf of Wilmington Trust, the indenture trustee for the
$2 billion in senior notes issued by the Debtors, Edward M. Fox,
Esq., at K&L Gates LLP, in New York, argues that the case law
cited by the Debtors to support their proposed maintenance of the
November 27, 2007 Voting Record Date did not deal with
modifications to a plan that materially and adversely affected
the treatment under the Plan of the complaining claimant or
interest holder and did not address the issue of applicable
record dates.  Contrary to the Debtors' assertions, he explains
that Section 1127(d) of the Bankruptcy Code does not address
record dates at all but refers to holders of claims as of the
time of the plan modification.  Since acceptance or rejection of
a plan is transmitted to creditors, the date of the order
approving the disclosure statement referred to in Rule 3018(a) of
the Federal Rules of Bankruptcy Procedure is the date of entry of
the order approving the disclosure statement with respect to the
modified plan, not the original plan, Mr. Fox elaborates.

Accordingly, Wilmington Trust asks the Court to set the voting
record date for holders of Senior Debt as of the date of the
Court approval of the Disclosure Statement.

                 Debtors Answer Parties' Concerns

On behalf of the Debtors, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, insists
that the Debtors' proposed maintenance of the November 27, 2007
voting record date is similar to a situation in which a party who
purchases a security following the ex-dividend date is not
entitled to receive the dividend; instead, the dividend is
payable to the seller of the security.  In a slightly different
context, the Court previously established record dates for claim
and equity distributions and made clear that the Debtors would
not need to recognize purchasers of claims or interests following
the distribution record date, he elaborates.  Against this
backdrop, the Debtors believe that maintaining the November 27,
2007 voting record date is appropriate.

Mr. Butler contends that he is not aware of any reported decision
under Section 1127(d) that requires a new record date for
resoliciting votes on a modified plan.  He cites that in (i) In
re Adelphi Communications Corp., No. 02-41729 (Bankr. S.D.N.Y.
April 28, 2006, the Adelphia Court that set a new voting record
date was forced to waive, without analysis, compliance with
Section 1127(d), and (ii) In re Northwestern Corp. No. 03-12872
(Bankr. D. Del. Sept. 1, 2004), the Court retained the prior
voting record date where the resolicitation of various holders of
securities was required.  Given that requirements of Section
1127(d) appear to be mandatory, the only way for the Debtors to
comply with those requirements when soliciting votes on the
Modified Plan is by maintaining the November 26, 2007 record
date, Mr. Butler insists.

Mr. Butler also contends that the Debtors have legitimate reasons
to classify the PBGC general unsecured claim separately from
other General Unsecured Claims because the PBGC general unsecured
claim is against each of the Debtor entities and will receive the
treatment to be included in the anticipated PBGC Settlement
Agreement.  He tells the Court that as noted in the PBGC
Settlement Agreement to be filed before the plan exhibits filing,
the PBGC claims are multi-dimensional and not simply general
unsecured claims.  Lumping the PBGC claims together with the
general unsecured claims would be improper because of the
dissimilarities presented by the various claims asserted by the
PBGC and to be resolved by the Settlement, Mr. Butler insists.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Court Enters Interim Order for Add'l GM Advances
-------------------------------------------------------------
Judge Robert Drain approved, on an interim basis, the proposed
amendments to the arrangement Delphi Corp. and its units
previously entered into with General Motors Corporation.  The
amendment to the June 1, 2009 Amended and Restated GM-Delphi
Arrangement provides for a $250 million increase of GM's total
commitment under the parties' agreement, subject to certain terms
and conditions.

Judge Drain also authorized the Debtors, pursuant to Section
364(b) of the Bankruptcy Code, to obtain advances of up to
$500 million pursuant to the Amended and Restated GM-Delphi
Arrangement and pay any fees and expenses provided for by the
arrangement.

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

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

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

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

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

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

      (i) September 30, 2009;

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

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

     (iv) the effective date of the Modified Plan;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Get June 20 Extension for Accommodation Pact
---------------------------------------------------------
Delphi Corp., JP Morgan Chase Bank, N.A., and certain requisite
lenders under a $4.35 billion DIP Credit Facility, notified the
Court that they executed a "sixth amendment" to the DIP
Accommodation Period on June 12, 2009.  The notice was served with
the Court on June 15, 2009.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, notes that the salient terms of the DIP
Accommodation Sixth Amendment are:

  (1) The DIP Accommodation Sixth Amendment extends from June 13
      to June 20, 2009, the date by which the Accommodation
      Period would end if the requisite DIP Lenders have not
      delivered a Satisfactory Term Sheet Notification, which
      notification would need to be delivered on or before June
      19, 2009.

  (2) The DIP Accommodation Sixth Amendment requires that
      the Debtors' pledges with respect to the stock of their
      Polish subsidiary and German subsidiary be created and
      perfected in accordance with the applicable laws of their
      jurisdictions of organization on or before June 23, 2009.

A full-text copy of the DIP Accommodation Sixth Amendment dated
June 12, 2009, is available for free at:

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

Delphi Corp. earlier entered into a fifth amendment, which moved
the Accommodation Pact from June 9 to June 13.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Seeks to Drop Admin. Status of Reclamation Claims
--------------------------------------------------------------
Pursuant to Section 546(c) of the Bankruptcy Code and the Amended
Reclamation Procedures Order, Delphi Corp. asks the U.S.
Bankruptcy Court for the Southern District of New York to classify
reclamation claims as general unsecured non-priority claims and
afford it treatment as noted under the June 1, 2009 Modified Plan
of Reorganization.

An order by the Bankruptcy Court dated November 4, 2005,
established uniform procedures for resolving reclamation claims.
As required, the Debtors served the reclamation claimants a
statement setting forth allowed reclamation claims and reserved
their right to reduce or disallow a reclamation claim if the goods
or the proceeds from the sale of the goods are subject to a valid
security interest known as "Prior Lien Defense."

Subsequently, pursuant to an Amended Reclamation Procedures Order
dated October 1, 2007, each holder of a Reclamation Claim is
given the choice to elect for its Reclamation Claim the treatment
afforded to allowed general unsecured claims under the Confirmed
First Amended Plan of Reorganization rather than have the Debtors
sought a judicial determination that Reclamation Claims were not
entitled to priority treatment because of the Prior Lien Defense.
If a Reclamation Claimant opted to decline the treatment afforded
to general unsecured creditors then a hearing on the Reclamation
Claimant's reclamation claims will be automatically adjourned to
a contested hearing to be held after the effective date of the
Confirmed Plan.  The parties were to litigate before the Court to
determine whether the Prior Lien Defense applied to the
Reclamation Claim.  In addition, the Debtors were to retain all
other Reserved Defenses with respect to the Reclamation Claims.
To make the selection and seek treatment of its Reclamation Claim
as a general unsecured claim, the Reclamation Claimant was
required to mark and return an election notice provided to
Reclamation Claimants as part of the solicitation materials for
the Confirmed Plan by the voting deadline on the Confirmed Plan.

About 855 reclamation demands, aggregating $282.7 million, have
been asserted against the Debtors.  As of June 5, 2009, about 505
reclamation demands, asserting $163 million, have been resolved
as $0 either pursuant to a letter agreement entered between the
Debtors and the reclaiming party, by default pursuant to the
Reclamation Procedures, or pursuant to the Debtors' process for
resolving proofs of claim in their Chapter 11 cases.  The Debtors
estimate the aggregate maximum liability of the remaining 350
Reclamation Claims to total $17.5 million, subject to further
reduction.

As of June 5, 2009, only 15 of the 350 Reclamation Claims remain
disputed in amount.  The aggregate asserted amount of the 15
Disputed Reclamation Claims is $18.8 million, but the Debtors'
books and records show that the Disputed Reclamation Claims
amount to only $1.4 million.  The aggregate maximum liability for
the 335 Resolved Reclamation Claims is $16.1 million.

A chart containing (x) the current agreed-upon liability for each
of the Resolved Reclamation Claims, subject to the Reserved
Defenses, and (y) the asserted amount of each of the 15 Disputed
Reclamation Claims and the Debtors' reconciled estimate of those
claims is available for free at:

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

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, explains that if the estimated $17.5
million of the Reclamation Claims is ultimately determined by the
Court to be entitled to priority treatment, those Claims may have
to be paid from the funds made available to satisfy certain
allowed secured, administrative, and priority claims under the
Modified Plan or any reorganization plan.  He notes that the
goods subject to the Reclamation Claims constituted collateral of
the Debtors' prepetition secured lenders.  The Debtors'
prepetition secured debt under the Prepetition Secured Facility
totaled $2,579,783,051.  The Debtors' estimated possible
liability for all of the Reclamation Claims is $17.5 million, the
maximum possible liability is $34.9 million, and the largest of
the Reclamation Claims assert a liability of $5,186,958.
Accordingly, the Reclamation Claims are valueless, he points out.

Moreover, on January 5, 2007, the Court approved the Debtors'
refinancing of their postpetition secured financing which, on
closing, satisfied the prepetition Secured Lenders' liens and
granted first priority security interests in, and liens on, all
of the prepetition collateral, including the reclaimed goods, in
favor of the Debtors' postpetition secured lenders.  Since the
DIP Refinancing Order caused those liens to be released, the
Reclamation Claims are not entitled to administrative priority
status, Mr. Butler argues.  In this regard, the Reclamation
Claims should only be treated as general unsecured claims under
Section 546(c) of the Bankruptcy Code, he stresses.

                          Parties Object

In separate filings, five reclamation claimants opposed the
Debtors' Motion.  They are JPMorgan Chase Bank, N.A., Brazeway,
Inc., Hitachi Chemical (Singapore) Pte. Ltd, Avon Automotive and
Pridgeon & Clay, Inc., and Camoplast Incorporated.

A. JPMorgan Chase

JPMorgan Chase, as administrative agent for the lenders under the
Debtors' $4.35-billion DIP Credit Facility, and holder of
Reclamation Claim Nos. 38,40,71,72,122, 317 and 77 with its
affiliate Chase Lincoln First Commercial Corporation, asserts
that although prior liens were valid and that the amount of debt
secured by those liens exceed the value of those goods, it does
not follow that the JPMorgan Reclamation Claims are not entitled
to administrative claim status and must necessarily be
reclassified as the Debtors propose.

JPMorgan Chase cites in In re Phar-Mor, Inc. v. McKesson Corp.,
534 F. 2d 502 (6th Cir. 2008), whereby the U.S. Court of Appeals
for the Sixth Circuit held that the bankruptcy court was
obligated under Section 546(c) to grant a reclaiming creditor
either administrative claim status or a lien on the proceeds
resulting from the sale of the goods subject to its reclamation
demand.

Accordingly, JPMorgan Chase asks the Court to deny the Motion and
determine that the Reclamation Claims are entitled to be treated
as administrative expense claims.

In a joint filing with JPMorgan Chase, Brazeway asserts that the
Debtors' Motion is incorrect because there is no reclamation
claim of Brazeway and JPMorgan Chase to be affected by Motion,
since the Reclamation Claim was modified into a Cure Claim.
JPMorgan Chases, as assignee of Brazeway, filed a proof of claim
including a reclamation claim for $572,707 and a general
unsecured claim for $1,308,594.  Brazeway points out that the
Debtors' Motion incorrectly identifies the Reclamation Claim as
being resolved for a lesser amount.  The Claim remains contested
by Brazeway and JPMorgan.  Brazeway and JPMorgan Chase do not
consent to a finding that deposition of the secured assets would
eliminate their right to an administrative claim equal to the
full value of goods provided to the Debtors.

In this light, Brazeway and JPMorgan Chase ask the Court to (i)
direct the Debtors to strike the reference of the Reclamation
Claim, and (ii) deny the Debtors' Motion.

B. Hitachi Chemical

Hitachi Chemical insists that once liens were released pursuant
to the DIP Refinancing Order, reclamation claimants became
immediately entitled to the allowance of their administrative
expense claims pursuant to Section 546(c)(2) equal to the value
of the goods subject to reclamation.  Reclamation claims are not
subordinate to the blanket claims of the Prepetition Secured
Lenders because those liens never attached to the reclaimed
goods, Hitachi asserts.

Hitachi asserts a claim for $5,415,239, which comprises of a
$2,110,565 priority reclamation claim and a $3,304,764 general
unsecured claim.  Hitachi says that although it reduced its
reclamation portion to $1,391,527, no final resolution has been
reached.  Thus, contrary to the Debtors' assertion, Hitachi
argues that its reclamation claim is not resolved for $219,986.

Against this backdrop, Hitachi asks the Court to deny the
Debtors' Motion and to grant administrative expense status on all
reclamation claims.

C. Avon Automotive and Pridgeon & Clay

In a joint filing, Avon Automotive and Pridgeon & Clay join in
the objection filed by Hitachi Chemical.

Avon Automotive and its affiliate, Cadillac Rubber de Mexico,
hold an unresolved reclamation claim for $715,920, while Pridgeon
& Clay asserts a resolved reclamation claim in the agreed-upon
amount of $54,023.

Avon Automotive and Pridgeon & Clay assert that pursuant to the
Final Plan Confirmation Order, reclamation claims are entitled to
administrative claim treatment.

D. Camoplast

Camoplast adopts and incorporates all arguments filed against the
Debtors' Motion.  Camoplast thus asks the Court to (i) deny the
Motion, and (ii) determine that its Claim is entitled to be
treated as an administrative expense claim.

                         About Delphi Corp

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

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

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

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


DETROIT CITY: S&P Downgrades Rating on 1997B Tax Bonds to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Detroit City Local Development Finance Authority, Michigan's tax-
increment bonds series 1997B to 'B' from 'BB'. In addition,
Standard & Poor's lowered its rating on the authority's series
1997C and 1998A bonds to 'B-' from 'BB-'.  Also, S&P placed the
ratings on CreditWatch with negative implications.  The downgrade
is based on the significant uncertainty created by the changes in
ownership of the auto plant that makes up more than 95% of the
project area's taxable value.  As the future direction of the
company running the plant, now Chrysler Group LLC, is uncertain,
so too is the role of the plant in the scheme of the new company's
plans.

"The speculative-grade ratings reflect our assessment of the
concentration of the property tax base in one taxpayer with more
than 95% of the taxable value of the project area in one auto
assembly plant," said Standard & Poor's credit analyst Jane
Ridley.  Original projected low coverage of just 1.2x over the
life of the bonds; and the long term of the bonds with a final
maturity in 2021 are also negative credit factors.

Offsetting factors, in S&P's opinion, include the demonstrated
importance of the facility to Fiat SpA (BB+/Watch Neg/B), who
recently purchased selected assets of the Chrysler company,
including this site, which was Chrysler's only North American
assembly plant building the Jeep Grand Cherokee sport utility
vehicle; and adequate debt service coverage in fiscal 2008
totaling 1.6x for all debt; coverage of senior debt only was
higher at 2.6x.

An agreement was recently reached to sell most of the assets of
Chrysler LLC to Fiat and partner to form Chrysler Group LLC.  The
sale of assets included the Jefferson Avenue North plant, which
makes up 95% of the taxable value in the project area.

The CreditWatch placement reflects the uncertain status of the
sale of Chrysler LLC's assets until the transaction is finalized.


DILLSBORO HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Dillsboro Hospitality, Inc.
        PO Box 964
        Sylva, NC 28779

Bankruptcy Case No.: 09-20121

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Great Smokey Mountain Enterprises Inc.         09-20122

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway, Jr., Esq.
                  Calloway & Associates Law Firm
                  318 N. Main Street, Ste. 9
                  Hendersonville, NC 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683
                  Email: rkelly@callowaylawfirm.com

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

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

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

The petition was signed by Bipinchandra B. Patel, secretary and
treasurer of the Company.


DOUBLE R: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Stephen Nellis at Pacific Coast Business Times reports that Double
R Real Estate Associates has filed for Chapter 11 bankruptcy
protect in the U.S. Bankruptcy Court for the Central District of
California.

According to Business Times, Double R faces civil claims that it
failed to repay a $9.1 million construction loan.  Business Times
relates that First Regional Bank, the lender of Double R's upscale
townhomes project near the Thousand Oaks Civic Arts Plaza, sued
the Company in the Ventura County Superior Court on May 26.

Westlake Village-based Double R Real Estate Associates built
Rancho Serrano Townhomes in central Thousand Oaks.  It filed for
Chapter 11 bankruptcy protection on June 1, 2009 (Bankr. C.D.
Calif. Case No. 09-16505).


EME TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: EME Trust, LLC
        1418 W. Coral Reef Dr.
        Gilbert, AZ 85233

Bankruptcy Case No.: 09-13227

Chapter 11 Petition Date: June 15, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Richard William Hundley, Esq.
                  Berens, Kozub & Kloberdanz, PLC
                  7047 E Greenway Pkwy, #140
                  Scottsdale, AZ 85254
                  Tel: (480) 624-2777
                  Fax: (480) 607-2215
                  Email: rhundley@bkl-az.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 Britton Lee, manager of the Company.


ENERJEX RESOURCES: Amendment to Debenture Allows PIK Payment
------------------------------------------------------------
EnerJex Resources, Inc., unvield an amendment to its June 21,
2007, Senior Secured Debentures, with a remaining principal
balance of approximately $2.2 million.  The Amendment extends the
maturity date of the debentures to September 30, 2010, allows the
Company to pay interest either in cash or payment-in-kind, and
adds a provision for the conversion of the debentures into shares
of EnerJex's common stock at $3.00 per share through May 31, 2010;
reverting to 30-day weighted average price from June 1, 2010,
through maturity.

Steve Cochennet, EnerJex's President and CEO indicated, "This
amendment does several things for EnerJex.  For one, it removes
the near-term burden of this debt maturing, and also establishes a
mechanism for this debt to be converted into equity. With
continued progress, it remains our intent to eventually redeem
these notes.  We acknowledge the efforts of our subordinated
debenture holders, and their willingness to work as partners
during these turbulent times.  We remain confident about our
business prospects and truly appreciate the continued support of
the debenture holders."

EnerJex Resources, Inc. -- http://www.EnerJexResources.com/-- is
an oil and natural gas acquisition, exploration and development
company formed in December 2005.  Operations are focused on the
mid-continent region of the United States.  The company acquires
oil and natural gas assets that have existing production and cash
flow.  Once acquired, the company implements an exploration and
development program to accelerate the recovery of the existing oil
and natural gas as well as explore for additional reserves.
Current production is approximately 270 gross barrels a day.


ENERGY PARTNERS: Hearing on Pre-Negotiated Plan on July 29
----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Houston Division approved the Disclosure Statement filed in
connection with Energy Partners, Ltd.'s proposed pre-negotiated
Joint Plan of Reorganization and authorized EPL to begin
soliciting votes on the Plan.

EPL's confirmation hearing, at which the Court will consider
approval of the Plan, has been scheduled for July 29, 2009, at
10:30 am Central Time.

The Plan is supported by a committee that represents the Company's
senior unsecured noteholders.  The Troubled Company Reporter on
May 19, 2009, said the Plan is supported by an ad hoc committee of
the Company's senior noteholders comprised of more than 66.6% of
the outstanding aggregate principal amount of the Company's 9.75%
Senior Unsecured Notes due 2014 and the Company's Senior Floating
Notes due 2013.

The Plan provides for:

    -- Conversion of the Company's three series of outstanding
       Senior unsecured notes, representing approximately
       $455 million of indebtedness, into 100% of the outstanding
       common stock in the reorganized Company upon its emergence
       from bankruptcy;

    -- Current stockholders of the Company would receive warrants
       Exercisable for 12.5% of the common stock of the
       reorganized Company;

    -- Secured debt obligations under the Credit Agreement,
       Representing approximately $83 million of indebtedness,
       will be satisfied in full;

    -- Obligations owed to the MMS will be handled in the manner
       Previously described by the Company; and

    -- 100% cash recovery for unsecured creditors to be paid in
       accordance with the terms set forth in the Plan.

The TCR said the Company is seeking a new first lien working
capital facility to fund the Company's ongoing operations and pay
obligations under the Plan.

The Disclosure Statement filed on May 15, 2009, contains a
historical profile of the Company, a description of proposed
distributions to creditors, as well as many of the technical
matters required for the solicitation process.

"The Court's authorization allows us to begin the solicitation of
votes on our pre-negotiated Plan, and thereby move forward
expeditiously with our restructuring," said Alan D. Bell, Chief
Restructuring Officer.  "EPL is positioned to emerge from
Chapter 11 as a stronger company, with a significantly improved
balance sheet that will enable it to operate through the current
economic environment and beyond.  The Company is excited to have
the support of its senior noteholders and appreciates the
dedication and loyalty shown by its employees, customers and
vendors throughout the restructuring process."

EPL will begin the process of soliciting votes for the Plan from
eligible stakeholders on June 22, 2009.  The Court has set the
voting deadline for July 22, 2009, for eligible stakeholders.

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.

EPL and its affiliates filed for Chapter 11 on May 1 (Bankr. S.D.
Tex. Lead Case No. 09-32957).  Paul E. Heath, Esq., at Vinson &
Elkins LLP, in Dallas, serves as the Debtors' counsel.  Parkman
Whaling LLC serves as the Debtors' financial advisor.  As of
December 31, 2008, EPL had total assets of $770,445,000 and total
debts of $708,370,000.  The United States Trustee for Region 7 has
appointed six creditors to serve on the Official Committee of
Unsecured Creditors of Energy Partners Ltd. and its debtor-
affiliates.


EVERETT MARITIME: Meeting of Creditors Scheduled for June 25
------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Everett Maritime, LLC's Chapter 11 case on June 25, 2009, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Room
802, Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Chicago, Illinois-based Everett Maritime, LLC filed for Chapter 11
on May 20, 2009 (Bankr. N. D. Ill. Case No. 09-18224).  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar represents the
Debtor in its restructuring effort.  The Debtor listed
$100 million to $500 million in assets and $10 million to
$50 million in debts.


EVERGREEN SECURITY: Recusal Motion Results in Sanctions
-------------------------------------------------------
WestLaw reports that the imposition of sanctions against attorney
for filing motion to recuse bankruptcy judge in bad faith was
warranted.  The recusal motion lacked adequate legal and factual
foundation, since it was primarily based on the filing of an
ethics complaint against the bankruptcy judge due to his alleged
ex parte contacts in unrelated case.  The attorney repeatedly
asserted, without evidentiary support, that the bankruptcy judge
was the subject of an ongoing investigation due to the purported
ethics complaint.  Further, he alleged, without any credible
evidence, that the bankruptcy judge had engaged in ex parte
hearings and reviewed ex parte submissions by parties.  The
attorney also asserted, without any evidence, that the bankruptcy
trustee threatened the attorney's clients with incarceration if
they did not settle and that the bankruptcy judge apparently
endorsed the trustee's behavior.  Finally, the attorney used the
recusal motion to delay the bankruptcy proceedings.  In re
Evergreen Security, Ltd., --- F.3d ----, 2009 WL 1622386 (11th
Cir.).

WestLaw related that various motions were filed in Evergreen
Security's bankruptcy case, seeking imposition of sanctions
against Scott Spradley, Esq., and Maureen Vitucci, Esq., at
GrayRobinson, and Peter R. Ginsberg at Peter R. Ginsberg, P.C.
The United States Bankruptcy Court for the Middle District of
Florida, Arthur B. Briskman, J., 2007 WL 4919780, sanctioned the
attorneys and their firms; 384 B.R. 882, assessed sanctions in
amount of $371,517.69 against Mr. Ginsberg and barred him from
practicing before the United States Bankruptcy Court for the
Middle District of Florida for a period of five years; 2008 WL
410091, denied request to refer sanctions motion to different
judge; 2008 WL 410087, denied motion for certain disclosures on
the record; 2008 WL 410099, denied motion to preserve audio
recordings; and, 2008 WL 410090, entered order on statutory
sanctions.  Appeals were taken and consolidated.  The United
States District Court for the Middle District of Florida, Anne C.
Conway, J., 391 B.R. 184, affirmed.  The appeal to the 11th
Circuit followed.

Evergreen Security, Ltd. -- a deemed Ponzi scheme -- sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 01-00533)
(Briskman, J.) on January 23, 2001.  Jon Knight and Anthony
Huggins were principal actors in the scheme, both individually and
through various corporate entities, and pled guilty to criminal
charges.  R.W. Cuthill was appointed as the Chapter 11 trustee to
recover funds belonging to Evergreen in order to pay Evergreen's
creditors.


EXTENDED STAY: Seeks July 30 Extension of Schedules Deadline
------------------------------------------------------------
Extended Stay Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for more
time to file their schedules of assets and liabilities and
statement of financial affairs, through and including July 30,
2009.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after a debtor's bankruptcy filing.

Proposed attorney for the Debtors, Jacqueline Marcus, Esq., at
Weil Gotshal & Manges LLP, in New York, asserts that the Debtors
may not be able to complete the Schedules and Statements within
the 15-day period due to the complexity and diversity of their
operations and the scope of their businesses.

"To prepare their schedules, the Debtors must compile information
from books, records, and documents relating to a portfolio of
over 680 hotels spread across 44 states and 2 Canadian provinces,
Ms. Marcus says.  "The Debtors have only limited resources to
collect and evaluate the necessary information, which is
voluminous and located in numerous places throughout the Debtors'
organization," she adds.

Ms. Marcus tells the Court that not all of the necessary
information to complete the Schedules is easily attainable by the
Debtors, as their daily operations are managed by a non-debtor
entity, HVM L.L.C.  "Collecting the necessary information will
require the Debtors to engage closely with HVM, and to expend an
enormous amount of time and effort to obtain the information
needed to complete the schedules," she points out.

                        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.

Extended Stay Inc. and its affiliates filed for Chapter 11 on June
15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EZ LUBE: Seeks to Assume 73 Property Leases
-------------------------------------------
EZ Lube LLC has asked the U.S. Bankruptcy Court for the District
of Delaware for authority to assume 73 unexpired leases for most
of its properties, having failed to find a bidder to purchase its
assets through Chapter 11 proceedings, according to Law360.

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/-- provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On December 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.  Broadway
Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
In its petition EZ Lube estimated assets and debts of
$100 million to $500 million each.

As reported in the December 10 issue of the Troubled Company
Reporter, EZ Lube along with its affiliate, Xpress Lube-Tech Inc.,
filed for bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.


FILENE'S BASEMENT: Syms Corp. Expects to Close Sale by Thursday
---------------------------------------------------------------
Syms Corp. expects to consummate the acquisition of the vast
majority of the current operating Filene's Basement store leases,
store fixtures and inventory by June 18, 2009, if its agreement is
approved by the U.S. Bankruptcy Court for the District of
Delaware.

As reported by the Troubled Company Reporter, The joint venture of
Syms and Vornado Realty Trust emerged as the winning bidder for
Filene's Basement on Monday.  The bid was determined to be the
highest and best bid, and has been accepted, by Filene's Basement
and by the creditors' committee established in Filene's Basement's
Chapter 11 bankruptcy proceedings.

A hearing to authorize the Debtor to enter into Syms' asset
purchase agreement is scheduled to be conducted by the U.S.
Bankruptcy Court for the District of Delaware after the close of
business on June 17, 2009.

The Wall Street Journal, citing Filene's Basement Chief
Restructuring Office Alan Cohen, said 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 the Journal, Mr. Cohen said that
unsecured creditors could recover "north of 70%" of their claims.

Reuters reported 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.

Filene's Basement reopened 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 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 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.

Secaucus, New Jersey-based Syms Corp. currently operates a chain
of 32 "off-price" apparel stores located throughout the
Northeastern and Middle Atlantic regions and in the Midwest,
Southeast and Southwest.  Each Syms store offers a broad range of
first quality, in-season merchandise bearing nationally recognized
designer and brand-name labels.

                         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.


FIRST NICKEL: Arranges $10MM Convertible Working Capital Facility
-----------------------------------------------------------------
First Nickel Inc. has entered into a commitment letter with
Resource Capital Fund IV L.P. for a US$10 million convertible
working capital facility maturing on December 31, 2013.  The
proceeds of the Facility will be used as working capital, for
general corporate purposes and to begin incremental capital
development activities at the Lockerby Mine that will expedite
launch of the full capital development project when full financing
for the project is arranged.  The Facility is expected to close on
or about July 15, 2009, and is subject to certain closing
conditions, including the approval of the Toronto Stock Exchange,
and entering into definitive documentation.

"While we would have preferred to issue equity at higher levels,
under the current turbulent market conditions and financial
environment, we are very pleased to have the opportunity to
associate with a group that shares our belief in the long term
potential of the Company and the nickel business. The injection of
US$10 million into the Company provides the necessary capital to
maintain our operating and exploration teams, continue the care
and maintenance of the Lockerby Mine for the next year and
initiate value added capital programs that will facilitate the
launch of the full development program on the Lockerby Depth
project.  The transaction will enhance shareholder value by
removing the uncertainty regarding funding needed to maintain a
healthy balance sheet in these difficult financial markets and at
the same time advance the business.  With this commitment by a
very credible and strong partner, we can now focus on optimizing
the mine plan and seek full funding for the project in time to
participate in and profit from the strong metals markets that we
anticipate in the near future," stated William Anderson, President
and Chief Executive Officer of First Nickel.

Under the TSX Company Manual, shareholder approval would be
required as a result of the number of common shares issuable
pursuant to the Facility being in excess of 25% of the currently
issued and outstanding common shares of the Company and as a
result of the Facility materially affecting control of First
Nickel if the Facility is converted into common shares.  First
Nickel has applied to the TSX under the provisions of Section
604(e) of the Company Manual for an exemption from shareholder
approval requirements as the Company does not have sufficient time
to seek shareholder approval and is relying on the financial
hardship exemption.  There is no certainty that the TSX will grant
the exemption.  A Special Committee of independent directors of
the Company has carefully reviewed the terms of this Facility and
has determined that the completion of the financing and reliance
on the financial hardship exemption is reasonable and in the best
interest of the Company given the Company's current financial
difficulty and the limited availability of alternative financing
arrangements.

As a consequence of relying upon the financial hardship exemption
under Section 604(e) of the TSX Company Manual, the TSX has
informed the Company that it will, in the ordinary course,
commence a listing review.  The Company is confident that it will
be in compliance with all of the TSX listing requirements.

               Convertible Working Capital Facility

The targeted closing date for the transaction is July 15, 2009 or
in any event no later than July 31, 2009 upon satisfaction of the
conditions precedent.  The Facility will be drawn in a single
advance of US$10 million on closing.

The Facility will bear an interest rate of 8.0% per annum, paid
quarterly in cash or, at RCF's option, in common shares of the
Company valued at the market price.  The market price is
determined by the weighted average trading price of the Company
over the 20 trading days prior to the calculation date.  The
Facility will be secured by the assets associated with the
Lockerby, West Graham, Raglan Hills and Belmont projects.

RCF, at its discretion, has the right to convert all or any
portion of the Facility, whether outstanding or previously repaid,
at any time prior to the expiry date, into common shares of First
Nickel at a conversion price of C$0.11. The Facility, if converted
in full would represent 107,054,546 common shares of the Company
and when combined with the 2,150,000 common shares issued to RCF
by the Company as an establishment fee represents 41.2% of the
common shares of the Company on an as converted basis. If the
Company elects not to proceed with the Facility, it will be
obligated to issue one million common shares to RCF as a
termination fee.

For the purpose of calculating the number of shares to be issued
upon the payment of interest and the conversion of principal, RCF
and the Company will use a fixed C$/US$ exchange rate of 1.1776.

In addition, the Facility also contemplates:

   -- RCF has the option to participate in any equity raisings on
      a pro-rata basis to its actual and/or prospective
      shareholding in the Company until December 31, 2013, or
      thereafter so long as any amounts due remain outstanding.

   -- For one year, the Company will not raise equity or
      convertible debt at a price less than the conversion price
      without the written consent of RCF.

   -- RCF will have the option to nominate one director to the
      Board of the Company, with a maximum of seven members, as
      long as the aggregate actual and/or prospective shareholding
      is greater than 10% of the issued shares of the company
      until December 31, 2013, or thereafter so long as any
      amounts due remain outstanding.

   -- RCF will have the option to nominate a total of two
      directors to the Board of the Company, with a maximum of
      eight members, as long as the aggregate actual and/or
      prospective shareholding is greater than 25% of the issued
      shares of the Company until December 31, 2013, or thereafter
      so long as any amounts due remain outstanding.

                             About RCF

RCF is one of several successive private equity funds with
mandates to make investments in mining companies and projects
across a diversified range of commodities and geographic regions.
Since inception in 1998, the Resource Capital Funds have invested
in 80 companies with projects in 35 countries relating to in
excess of 20 different commodities.  With approximately
US$1 billion under management, the Funds are long term investors
that invest throughout the commodity cycle and have facilitated
the development of a number of junior and mid-tier companies and
assets that are recognized in the marketplace.

                        About First Nickel

First Nickel is a Canadian mining and exploration Company.  Its
current activities are primarily focused on the Sudbury Basin in
northern Ontario, the location of the company's redevelopment
stage property -- the Lockerby Mine -- and two of its exploration
properties.  First Nickel also has exploration properties in the
Timmins region of northern Ontario and the Belmont region of
Eastern Ontario.  First Nickel's shares are traded on the TSX
under the symbol FNI.


FLYING J: Big West Entry Into New CBA with USW Approved
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Flying J Inc., et al.'s motion for the entry of an order
authorizing the Debtors to enter into a new collective bargaining
agreement with the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service International
Union (the USW).

Pursuant to the Court's order, dated June 8, 2009, Big West Oil,
LLC is authorized to enter into the Agreement.

As reported in the Troubled Company Reporter on May 25, 2009,
the Debtors informed the Court that Big West employs
approximately 105 employees represented by the USW.

The salient terms of the agreement are:

  a. Term.

     The term of the Agreement will be from April 17, 2009,
     through April 16, 2012.

  b. Wage Increases.

       i) Effective April 17, 2009, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent; and

      ii) Effective April 17, 2010, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent.

     iii) Effective April 17, 2011, all hourly classification
          8-hour base wage rates will increase 3% rounded to the
          nearest cent;

  c. Signing Bonus.

     A $2,500 signing bonus payment will be made to all Union
     Employees active as of April 16, 2009, provided, however,
     that payment will be deferred to the earlier of
     (a) April 16, 2011 or (b) the effective date of a Chapter 11
     plan.

The Debtors related that the collective bargaining agreement is
necessary to raise the morale of the Union Employees and to ensure
that these employees stay in their jobs during this critical stage
of their reorganization.

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

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


GANNETT CO: Chairman & CEO Takes Leave of Absence; CFO Takes Over
-----------------------------------------------------------------
Gannett Co., Inc. Chairman, President, and Chief Executive Officer
Craig Dubow will be on a temporary medical leave of absence
following back surgery.  Gracia C. Martore, Executive Vice
President and Chief Financial Officer, will serve as the Company's
principal executive officer until such time as Mr. Dubow is able
to return to work.

Nat Worden at Dow Jones Newswires reports that Gannett
spokesperson Tara Connell said that Mr. Dubow would be out for
four months, but there is no consideration of replacing him
permanently.

Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company.  In the United States, the Company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The Company has two segments: newspaper
publishing and broadcasting.

As reported by the Troubled Company Reporter on January 19, 2009,
Gannett reported that it is offering to sell certain assets of the
Tucson (AZ) Citizen.  If a sale is not completed by March 21,
2009, Gannett said it will have to close the newspaper.

According to the TCR on January 15, 2009, Gannett said that it
asked U.S. non-unionized workers to take a week of unpaid leave
the first quarter. Gannett CEO and Chairperson Craig Dubow said
that the company needs to preserve its operations and continue to
deliver for its customers while confronting the issues raised by
some of the most difficult economic conditions that the Company
has ever experienced.  Mr. Gannett said that employees in unions
will also be asked to participate in the furlough.

The TCR reported on October 2, 2008, that Gannett drew on a
revolving credit line to ensure it has funds to repay its
commercial paper.  The action was taken in response to credit-
market disruption.  The company said it has significant credit
available under a $3.9 billion revolving credit line, in excess of
its $2 billion in commercial paper outstanding.

As reported by the TCR on April 15, 2009, Gannett's several non-
daily newspapers in Oakland County said that they will cease or
merge publications on May 31, 2009.  These editions of the
Eccentric will close:

     -- The Birmingham,
     -- West Bloomfield,
     -- Troy, and
     -- Rochester.

According to the TCR on April 22, 2009, Moody's Investors Service
placed Gannett's Ba1 Corporate Family Rating, Ba1 Probability of
Default Rating and Ba2 senior unsecured note ratings on review for
possible downgrade and lowered the speculative-grade liquidity
rating to SGL-4 from SGL-3.


GENERAL MOTORS: Bondholders Tap Patton Boggs as Legal Counsel
-------------------------------------------------------------
A group of General Motors bondholders which calls itself the
unofficial Committee of Family and Dissident GM Bondholders has
selected Michael Richman, Esq., at Patton Boggs as counsel.

The group initially considered Thomas Lauria, Esq., at White &
Case, which challenged the sale of Chrysler LLC's assets to Fiat
SpA.  The group determined that Mr. Richman and Patton Boggs were
"a better fit," according to Brian Baxter at AmLaw Daily.

The group is seeking to challenge the structure of GM's proposed
sale of its viable assets to a new entity controlled by the U.S.
Department of the Treasury.  According to Mr. Baxter, Mr. Richman
said the bondholder group's group's strategy will differ from the
strategy that Mr. Lauria's clients used in Chrysler.  Mr. Richman
said the group will not attempt to slow the GM transaction but
will rather focus on challenging the determination of the "capital
structure and ownership of the company outside of a bankruptcy
plan."

                       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 IFEORAH: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George Ifeorah
        1405 Mayapan Rd
        Lahabra Heights, CA 90631

Bankruptcy Case No.: 09-15841

Chapter 11 Petition Date: June 15, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Michael R. Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: (310) 573-0276
                  Fax: (310) 496-1260
                  Email: mtotaro@aol.com

Total Assets: $1,570,755

Total Debts: $1,814,254

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

          http://bankrupt.com/misc/cacb09-15841.pdf

The petition was signed by Mr. Ifeorah.


GOODY'S LLC: First California Equity Group Bids for Goody's Name
----------------------------------------------------------------
Beverly Hills-based First California Equity Group, LLC, disclosed
that it is the back-up bidder to acquire the trade name "Goody's"
and its related intellectual property including over 20
trademarks, Web site and customer lists.  The sale auction was
held under authority of the Delaware Bankruptcy Court, where the
company, Goody's Family Clothing Inc., was incorporated.

"There are many famous names in American retailing with
considerable brand equity that have gone out of business," said
First California CEO Jason Chung.  "We are trying to restore them
in the U.S. market.  We intend to continue our efforts to acquire
these iconic names in retailing and merchandising."

Mr. Chung explained the strategy, stating, "It is important to
bring back jobs in the United States and for our overseas
manufacturing partners.  The American people need value-priced
products now more than ever. Many good companies have gone out of
business because of over-priced acquisitions and over-burdened
balance sheets.  We believe there is tremendous potential."

First California Equity said it is also in discussion to purchase
famous names of other retailers who have recently gone out of
business in other parts of the country.

First California Equity Group is a private-held acquisition and
management company with properties and affiliates in California
and China.

Goody's Family Clothing, Inc., operated a chain of clothing
stores.  The company was based in Knoxville, Tenn. and was long
considered one of the leading moderately priced retailing chains
in the Southeast United States.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced its plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.


GREGORY PIPING: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gregory Piping Systems, Inc, Debtor
        323 E. 3rd Street
        Cheyenne, WY 82001

Bankruptcy Case No.: 09-20550

Chapter 11 Petition Date: June 14, 2009

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  Email: attypaulhunter@prodigy.net

Total Assets: $1,077,162

Total Debts: $918,502

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

          http://bankrupt.com/misc/wyb09-20550.pdf

The petition was signed by Larry D. Gregory, president of the
Company.


HAIGHTS CROSS: Mulls Exchange Offer of 12-1/2% Sr. Discount Notes
-----------------------------------------------------------------
Haights Cross Communications, Inc., is pursuing a plan to
restructure its indebtedness, including a voluntary exchange of
HCC's 12-1/2% Senior Discount Notes Due 2011 that are held by
qualified investors for shares of common stock of HCC, subject to
the terms and conditions of an exchange offer to be presented to
such Eligible Holders.

Under the restructuring, HCC plans to offer to issue 120.21 shares
of Common Stock for each $1,000 in principal amount at maturity of
Senior Discount Notes exchanged, or an aggregate of 16,228,350
shares of Common Stock if all $135 million aggregate principal
amount at maturity of Senior Discount Notes are exchanged.  These
shares would represent at least 89% of the outstanding shares of
Common Stock of HCC immediately after the closing of the Exchange
Offer.  Immediately prior to the closing of the Exchange Offer,
HCC would effect a one-for-five reverse stock split which would
convert holdings of currently outstanding shares, and warrants to
purchase shares, of Common Stock into approximately 2,005,682
shares, or 11% of the outstanding shares immediately after the
closing of the Exchange Offer.  Affiliates of Monarch Alternative
Capital, LP, which are stockholders of HCC and holders of
approximately 33% of the aggregate principal amount of the
outstanding Discount Notes, have agreed to support this
restructuring.

Concurrently with the Exchange Offer, HCC also plans to solicit
consents from the Eligible Holders for certain amendments to the
indenture pursuant to which the Senior Discount Notes were issued,
to eliminate or substantially amend all of the restrictive
covenants and modify certain of the events of default and various
other provisions contained in the Indenture.  Eligible Holders
that tender Senior Discount Notes pursuant to the Exchange Offer
must also consent to the Proposed Amendment in respect of such
tendered Senior Discount Notes.  The Proposed Amendments will not
become operative unless and until the Exchange Offer is
consummated.

HCC anticipates that the Exchange Offer and Consent Solicitation
will expire at 11:59 p.m., New York City time, on July 6, 2009,
unless extended or earlier terminated.

The Exchange Offer and the Consent Solicitation are part of a
restructuring plan that is intended to include an amendment to the
Company's Credit Agreement and certain related transactions, so
that HCC and its subsidiaries will no longer be in default under
the Credit Agreement.  HCC also proposes to issue to its existing
stockholders, as part of the overall restructuring, warrants with
a five year term to purchase up to an aggregate of approximately
1,478,390 shares of Common Stock at an exercise price of
approximately $7.40 per share.  These shares would represent
approximately 7.5% of HCC's outstanding shares and warrants if all
the Senior Discount Notes are exchanged.  The number of shares to
be covered by the New Warrants and the exercise price of the New
Warrants will be subject to proportionate adjustment if all Senior
Discount Notes are not exchanged in the Exchange Offer.

The consummation of the Exchange Offer will be conditioned upon
the satisfaction or waiver of a number of conditions including,
among others: (i) at least 95% of the aggregate principal amount
of the Senior Discount Notes being validly tendered for exchange
and not revoked, and Eligible Holders representing such Senior
Discount Notes delivering their consents to the Proposed
Amendments; (ii) the execution of a satisfactory amendment to the
Credit Agreement; and (iii) holders of a majority of the
outstanding shares of Common Stock consenting to an amendment to
HCC's Certificate of Incorporation to effect, among other things,
the adoption of a one-for-five reverse stock split, an increase in
HCC's authorized shares of Common Stock, the adoption of
cumulative voting for the election of directors, and certain other
amendments to HCC's Certificate of Incorporation.  Beneficial
holders of a majority of HCC's outstanding Common Stock have
agreed to effect the amendment to its Certificate of Incorporation
and have also agreed to terminate the operative provisions of the
existing HCC stockholders agreement, such that there will be no
further agreements regarding the election of the HCC's directors
or participation in future offerings after the closing of the
Exchange Offer.

In the event that HCC is not able to successfully complete the
restructuring, including the Exchange Offer, HCC intends to
explore all other restructuring alternatives available to it at
that time, which may include an alternative out-of-court
restructuring or the commencement of a Chapter 11 case and plan of
reorganization, with or without a pre-arranged plan of
reorganization.  There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher of books, audio products,
software and online services, serving these markets: K-12
supplemental education, public library and school publishing and
audio books.  Haights Cross companies include: Triumph Learning
(New York, NY), Buckle Down Publishing (Iowa City, IA), Options
Publishing (Iowa City, IA), and Recorded Books (Prince Frederick,
MD).

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on White Plains, New York-based supplemental education
publisher Haights Cross Communications Inc. to 'CC' from 'CCC-'.
At the same time, S&P placed the corporate credit rating, as well
as all issue-level ratings for the company and its operating
subsidiary, Haights Cross Operating Co., on CreditWatch with
negative implications.  The company had $381.8 million of total
debt outstanding at Dec. 31, 2008.

                        Going Concern Doubt

On May 26, 2009, Ernst & Young LLP in New York City raised
substantial doubt about the Company's ability to continue as a
going concern.  The auditors pointed out that the Company has
incurred a loss before discontinued operations of $52.6 million
for the year ended December 31, 2008; has a stockholders deficit
of $186.6 million and a working capital deficiency of
$320.5 million as of December 31, 2008.


HANOVER INSURANCE: Amends Tender Offer for Securities, Debentures
-----------------------------------------------------------------
The Hanover Insurance Group, Inc., amended its previously
announced cash tender offer to purchase a portion of the 8.207%
Series B Capital Securities (CUSIP No. 00104PAC3) issued by AFC
Capital Trust I and a portion of the 7.625% Senior Debentures due
2025 issued by the Company (CUSIP No. 410867AA3) for an aggregate
purchase price, excluding unpaid and accrued distributions or
interest, of up to $125,000,000.

With respect to the Capital Securities only, the Company is
offering to pay the total consideration -- which includes the
early tender premium of $30 per $1,000 liquidation amount of the
Capital Securities -- to all holders of the Capital Securities who
validly tender their Capital Securities prior to the expiration of
the Tender Offer.  All other terms of the Tender Offer remain
unchanged.  Accordingly, withdrawal rights for tendering holders
of Securities have expired.

As a result of the Capital Securities Early Premium Extension, the
Company will purchase Securities validly tendered following the
Early Tender Date but prior to the Expiration Date, at a price
equal to the total consideration of $800 per $1,000 liquidation
amount of Capital Securities and at the previously announced price
of $870 per $1,000 principal amount of the Senior Debentures.  In
addition, the Company will pay accrued and unpaid distributions or
interest up to but not including the settlement date. In no event
will the Company be obligated to purchase any Securities for a
purchase price in excess of the Maximum Tender Amount.

As of 5:00 p.m., June 15, 2009, according to information provided
by the Depositary, $69,151,000 liquidation amount of the Capital
Securities, and $83,436,000 principal amount of the Senior
Debentures, had been validly tendered and not withdrawn.  The
amounts would result in a purchase price in excess of the Maximum
Tender Amount and would lead to proration.  If all of the Capital
Securities tendered, as of the Early Tender Date, are accepted for
purchase, the Capital Securities would result in a purchase price
of $55,320,800 for the Capital Securities and no more than
$77,421,000 in principal amount of the Senior Debentures would be
purchased.

The Capital Securities will be given priority and all of the
Capital Securities validly tendered will be accepted before any of
the Senior Debentures will be accepted.  In the event that,
following the Expiration Date, the purchase price of tendered
Capital Securities is equal to or exceeds the Maximum Tender
Amount, none of the Senior Debentures will be accepted for
purchase.  If there are insufficient funds to purchase all of the
tendered Capital Securities or tendered Senior Debentures, subject
to the prioritization, the amount of Securities purchased will be
prorated based on the aggregate liquidation amount with respect to
the Capital Securities validly tendered and not validly withdrawn
and the aggregate principal amount with respect to the Senior
Debentures validly tendered and not validly withdrawn, in each
case, rounded down to the nearest integral multiple of $1,000 for
the Capital Securities and the Senior Debentures.

The Tender Offer expires at 11:59 p.m., New York City time, on
June 29, 2009, and may be extended at the option of the Company.
Securities validly tendered and accepted for payment have an
expected settlement date of June 30, 2009.

Completion of the Tender Offer is subject to, and conditioned
upon, the satisfaction or, where applicable, the waiver of certain
conditions set forth in the Offer to Purchase.  The Company may
amend, extend or terminate the Tender Offer at any time.  Subject
to the amendment with respect to the Capital Securities Early
Premium Extension, the complete terms and conditions of the Tender
Offer are set forth in the Offer to Purchase and the letter of
transmittal that were sent to registered holders of the Securities
on June 2, 2009.  Holders are urged to read the Offer to Purchase
and the letter of transmittal carefully.

In connection with the Tender Offer, Goldman, Sachs & Co. is
serving as Dealer Manager, Okapi Partners LLC is serving as the
Information Agent and Continental Stock Transfer & Trust Co. is
serving as the Depositary.  Persons with questions regarding the
Tender Offer should contact Goldman, Sachs & Co. at 800-828-3182
(toll free) or 212-357-4692 (collect).  Requests for copies of the
Offer to Purchase or related letter of transmittal may be directed
to Okapi Partners LLC at 212-297-0720 (collect for bank and
brokers) or 877-796-5274 (toll free).

                         About The Hanover

The Hanover Insurance Group, Inc., based in Worcester,
Massachusetts, is the holding company for a group of insurers that
includes The Hanover Insurance Company, also based in Worcester;
Citizens Insurance Company of America, headquartered in Howell,
Michigan; and their affiliates.  The Company offers a wide range
of property and casualty products and services to individuals,
families and businesses through an extensive network of
independent agents, and has been meeting its obligations to its
agent partners and their customers for more than 150 years.  Taken
as a group, the Company ranks among the top 40 property and
casualty insurers in the United States.


HURRICANE MEMPHIS: Court Says Chapter 11 Plan Not Feasible
----------------------------------------------------------
WestLaw reports that a proposed Chapter 11 plan, which hinged on
the success of the sublessee of the debtor's leased premises, was
not feasible and thus could not be confirmed, given the Debtor's
failure to provide reasonable assurance that the proposed
sublessee was commercially viable.  None of the working capital
essential to the sublessee's operation of the proposed nightclub
had yet been raised, and the business plan for the nightclub had
not been distributed to any potential investor.  Moreover, the
business plan and its projections were speculative, and the
individual to be responsible for the sublessee's day-to-day
management had recently filed for bankruptcy protection, had
issues with full disclosure, and had an unresolved $400,000 sales
tax debt.  The business plan was opposed, furthermore, by the
local merchants association.  In re Hurricane Memphis, LLC, ---
B.R. ----, 2009 WL 1609386 (Bankr. W.D. Tenn.).

Hurricane Memphis, LLC, dba Pat O'Brien's -- Memphis, sought
Chapter 11 protection (Bankr. W.D. Tenn. Case No. 08-24510) on
May 9, 2008, and is represented by P. Preston Wilson, Esq., at
Gotten, Wilson, Savory & Beard, in Mephis.  At the time of the
filing, the Debtor estimated that it had less than $100,000 in
assets and $1,000,001 to $10,000,000 in liabilities.


IED PINNACLE: Section 341(a) Meeting Slated for June 23 in Arizona
------------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in IED Pinnacle/Miller, LLC's Chapter 11 case on June 23, 2009, at
4:30 p.m.  The meeting will be held at US Trustee Meeting Room,
230 N. First Avenue, Suite 102, Phoenix, Arizona.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Las Vegas, Nevada-based IED Pinnacle/Miller, LLC, filed for
Chapter 11 on May 22, 2009 (Bankr. Case No. 09-11222).  IED is
represented by attorneys at Eric Slocum Sparks PC.  At the time of
the filing, the Debtor disclosed assets of $30,000,000 against
debts of $27,600,000.


ISOLAGEN INC: Files for Chapter 11 Bankruptcy in Delaware
---------------------------------------------------------
Isolagen(TM), Inc. and wholly owned subsidiary Isolagen
Technologies, Inc., each filed a voluntary petition for
reorganization under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in Wilmington on June 15, 2009.  The Company and Isolagen
Technologies intend to continue to manage and operate their
business as debtors in possession pursuant to the Bankruptcy Code.

As of June 15, 2009, the Company has outstanding $79.2 million in
principal amount of convertible, subordinated notes originally
issued by the Company in 2004, which could be called due by the
debt holders as early as November 2009, or earlier upon certain
events of default.  The chapter 11 filing constitutes an event of
default under the notes, which event results in the principal and
accrued interest on the notes becoming immediately due and
payable, approximately $79.2 million in principal amount plus
interest of approximately $1.9 million.

On April 30, 2009, the Company entered into secured promissory
notes and security agreements with eight lenders pursuant to which
the Company borrowed an aggregate of $500,417 in principal amount.
The notes bear interest at a rate of 20% per annum with principal
and interest on the notes due on the earlier of June 20, 2009, or
the date that the Company files for voluntary or involuntary
bankruptcy.  The chapter 11 filing could cause the acceleration of
the due date for the notes, which as of the date consist of
$513,417 in principal and accrued interest.

The Company has entered into an agreement for debtor-in-possession
financing to fund its continued operations and other expenses
through the bankruptcy proceeding.  It is anticipated by the
Company that both the Pre-Petition Secured Financing and the
debtor-in-possession financing will be converted into equity in a
reorganized Company through a plan of reorganization -- once
confirmed by the Bankruptcy Court.  Viriathus Capital LLC and John
Carris Investments LLC were the co-arrangers for the debtor-in-
possession financing.

On June 10, 2009, the Company received a notice from the NYSE Amex
that it intends to delist the Company's common stock from listing
on the NYSE Amex, which delisting determination will be final
approximately seven days from the receipt of such notification if
the Company determines not to appeal such decision.  The Company
does not believe it has any reasonable basis to appeal the
decision, and, as such, it does not intend to appeal the decision.
As such, the Company expects the NYSE Amex to file an application
with the SEC to strike the Company's common stock from listing and
registration on the NYSE Amex on or about June 18, 2009, which
delisting would become effective on or about June 29, 2009.  The
NYSE Amex notice stated that the Company is not in compliance with
Section 1003(a)(iv) of the NYSE Amex Company Guide.  Specifically,
the staff noted that the Company sustained losses which are so
substantial in relation to its overall operations or its existing
financial sources that is appears questionable, in the opinion of
the NYSE Amex, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.  The staff
also stated the Company was not in compliance with Sections 1003
(a)(i)-(iii) of the Company Guide, which require the Company to
maintain shareholders' equity of $6,000,000.

                        About Isolagen Inc.

Based in Exton, Pennsylvania, Isolagen(TM), Inc. (NYSE Amex: ILE)
-- http://www.isolagen.com/-- is an aesthetic and therapeutic
company committed to developing and commercializing scientific
advances and innovative technologies.  The company's technology
platform includes the Isolagen Process(TM), a cell processing
system for skin and tissue rejuvenation which is currently in
clinical development for a broad range of aesthetic and
therapeutic applications including wrinkles, acne scars, burns and
periodontal disease.  Isolagen also commercializes a
scientifically-advanced line of skincare systems through its
majority-owned subsidiary, Agera Laboratories, Inc.


ISOLAGEN INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Isolagen, Inc.
        405 Eagleview Boulevard
        Exton, PA 19341

Bankruptcy Case No.: 09-12072

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
     Isolagen Technologies, Inc.                   09-12073

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mary E. Augustine, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  919 N. Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  Email: maugustine@ciardilaw.com

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

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

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

          http://bankrupt.com/misc/deb09-12072.pdf

The petition was signed by Decian Daly, CEO of the Company.


JO CONLEY: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The J.O. Conley Corporation
          dba Grand Harbour Import Co.
          dba Grand Harbour Homestore
        260 Valley Street, #100
        Ball Ground, GA 30107

Bankruptcy Case No.: 09-75340

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  3343 Peachtree Raod, NE, Suite 550
                  Atlanta, GA 30326-1022
                  Tel: (404) 262-7373

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
10 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ganb09-75340.pdf

The petition was signed by James O. Conley, Jr., chief financial
officer and secretary of the Company.


JOBSON MEDICAL: S&P Gives Negative Outlook; Keeps 'CCC+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Jobson Medical Information LLC to negative, while keeping the
'CCC+' corporate credit rating unchanged.  At the same time, S&P
revised the recovery rating on Jobson's senior secured bank credit
facility to '4', from '3'.  The '4' rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.

Subsequently, S&P withdrew all of its ratings on Jobson at the
company's request.


JOCKEY'S GUILD: Settles Legal Dispute With Ex-CEO Wayne Gertmenian
------------------------------------------------------------------
Brett Barrouquere at The Associated Press reports that The
Jockeys' Guild Inc. has settled its legal dispute with former CEO
Wayne Gertmenian, removing one of the last obstacles to the
closing of the Company's bankruptcy proceedings.

According to The AP, the settlement calls for The Guild's and
Mr. Gertmenian to split $104,000 being held by a state court in
California.  The settlement wouldn't cost The Guild anything, the
report states, citing Lea Goff, an attorney for The Guild.

The AP relates that Mr. Gertmenian was fired in November 2005
after a Congressional inquiry revealed that he allowed jockeys'
on-track insurance policy to lapse without properly informing
them.  According to the report, The Guild then filed a lawsuit
against Mr. Gertmenian, alleging that he stole more than
$1 million from the Company, which then led to two other lawsuits
that will be dropped as part of the agreement.

As agreed, The Guild would get $57,200 of the disputed money,
while Mr. Gertmenian would receive $46,800, says The AP.

Headquartered in Louisville, Kentucky, Jockeys' Guild Inc. --
http://www.jockeysguild.com/-- is a labor union based in
Monrovia, California, representing thoroughbred horse racing and
quarter horse professional jockeys.  The Company filed for Chapter
11 bankruptcy protection on October 12, 2007 (Bankr. W.D. Ky. Case
No. 07-33600) in hopes to solve problems relating to its insurance
through its bankruptcy filing.  Lea Pauley Goff, Esq., and Gregory
D. Pavey, Esq., at Stoll Keenon Ogden PLLC, represent the Debtor
in its restructuring efforts.  In schedules filed with the Court,
the Debtor disclosed total assets of $3,796,376 and total debts of
$3,039,456.


KINETEK INC: Reduced Earnings Cue Moody's to Junk Corp. Rating
--------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
of Kinetek, Inc., to Caa1 from B2. In addition, the ratings on the
first lien credit facility were lowered to B3 from B1 and the
rating on the second lien term loan was lowered to Caa2 from Caa1.
The rating outlook remains negative.

The ratings downgrade reflects Kinetek's reduced earnings base and
increasing leverage resulting from the precipitous drop in demand
across the company's key end-markets.  Given the steep recession
in North America and lack of visibility into prospective demand,
Moody's does not anticipate a return to profitability levels that
would support de-leveraging over the next twelve to eighteen
months.  These concerns are exacerbated by liquidity issues that
Moody's believes may arise in the near term as covenants become
more restrictive and trailing twelve month earnings continue to
weaken.  The Caa1 rating is supported by Kinetek's proven ability
to generate positive cash flows, strong interest coverage metrics
and its leadership position in many of the niche markets it
serves.

The negative outlook reflects Moody's view that the likelihood of
negative rating actions are heightened given the possibility that
additional debt repurchases at a discount to par may occur and
that such a transaction may be viewed as a distressed exchange and
therefore considered a default under Moody's definition of
defaults.

These ratings were downgraded:

  -- Corporate family rating to Caa1 from B2;

  -- Probability of default rating to Caa1 from B2;

  -- Senior secured revolving credit facility rating to B3, LGD3,
     34% from B1, LGD3, 33%,

  -- Senior secured term loan rating to B3, LGD3, 34% from B1,
     LGD3, 33%; and

  -- Senior secured 2nd lien term loan rating to Caa2, LGD5, 82%
     from Caa1, LGD5, 82%.

The previous rating action on Kinetek was the change in rating
outlook to negative on November 6, 2008.

Kinetek, Inc., based in Deerfield, Illinois, is a manufacturer of
specialty purpose electric motors, gearmotors, gearboxes, gears
and electronic motion controls for a wide variety of consumer,
commercial, and industrial markets.  Revenues for the twelve month
period ended March 31, 2009, were $373 million.


KIWA BIO-TECH: Auditor Resigns due to Unsettled 2008 Service Fee
----------------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation disclosed in a filing
with the Securities and Exchange Commission that Mao & Company,
CPAs, Inc., would not stand for reappointment for 2009 audit
services unless 2008 audit service fee is settled.  Effective as
of June 2, 2009, the Company dismissed its independent registered
public accounting firm Mao & Company.  The decision to change
accountants was approved by the Company's board of directors.

Mao & Company reported on the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  For
these periods and up to June 2, 2009, there were no disagreements
with Mao & Company on any matter of accounting principle or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction
of Mao & Company, would have caused it to make reference thereto
in its report on the financial statements for these years.  During
these years, there were no reportable events within the meaning
set forth in Item 304(a)(1)(v) of Regulation S-K.

The reports of Mao & Company on the financial statements of the
Company for the fiscal years ended December 31, 2008, and 2007 did
not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.

The Company has engaged AGCA, Inc., to assume the role of its new
principal independent accountants.  The decision to engage AGCA
was approved by the Board of Directors on June 2, 2009.  The
Company signed the AGCA engagement letter on June 2.

                      About Kiwa Bio-Tech

Headquartered in Claremont, California, Kiwa Bio-Tech Products
Group Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/
-- develops, manufactures, distributes and markets bio-
technological products for agricultural and natural resources and
environmental conservation.

The Company has established two subsidiaries in China: (1) Kiwa
Shandong in 2002, a wholly owned subsidiary, and (2) Kiwa Tianjin
in July 2006, of which the company holds 80% equity.

                        Going Concern Doubt

On March 6, 2009, Mao & Company, CPAs, Inc., in New York City
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for periods ended December 31, 2008, and 2007.  The
auditors pointed that the Company has suffered recurring losses
from operations, has debts maturing in 2009 and has a working
capital deficit and a net capital deficiency as of December 31,
2008.


LIMITED BRANDS: Moody's Assigns 'Ba2' Rating on $500 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Limited Brands,
Inc.'s $500 million senior unsecured guaranteed notes due 2019.
All other ratings are affirmed.  The rating outlook is stable.
The proceeds of the new notes will be used to refinance existing
debt.

The $500 million senior unsecured notes are rated at the same
level as the Corporate Family Rating and a notch higher than the
existing senior unsecured notes given their position in the
capital structure and the support provided by the subsidiary
guarantees.  The $500 million senior unsecured notes are behind
the secured bank credit facilities in terms of priority.  The one
notch difference between the two classes of notes is due to the
support provided by the subsidiary guarantees making the senior
secured notes structurally senior to the existing notes.

Should Limited Brands use almost all of the proceeds of the
$500 million senior unsecured guaranteed notes to repay it
existing $750 million secured term loan, the rating on the new
senior unsecured guaranteed notes could move up by one notch.

Limited Brands' Ba2 Corporate Family Rating reflects its high
concentration in two product lines which are highly vulnerable to
the weak consumer spending environment, its high seasonality,
moderately weak credit metrics, and historically shareholder
friendly financial policy.  It also acknowledges that the
company's recent weak performance is largely correlated to the
current weak consumer spending environment.  However, it also
reflects Moody's concern that its two predominant brands may have
reached maturity, which could potentially limit future domestic
sales growth.  The rating is supported by Limited Brands' very
good liquidity which provides it with the flexibility to weather
the current economic environment. Positive ratings consideration
is also given to the company's solid merchandising skills and well
recognized market leading brand names.

The stable outlook reflects Limited Brand's very good liquidity
which provides it with the financial flexibility to weather the
current economic storm.  In addition, the stable outlook reflects
Moody's expectation that the company will maintain credit metrics
appropriate for the Ba2 rating.

This rating was assigned:

  -- $500 million senior unsecured guaranteed notes at Ba2 (LGD3,
     45%).

These ratings were affirmed and LGD point estimates updated:

  -- Corporate family rating at Ba2;
  -- Probability of default rating at Ba2;
  -- Senior unsecured notes rating at Ba3 (LGD5, 82%);
  -- Senior unsecured shelf rating at (P)Ba3;
  -- Senior subordinated shelf rating at (P)B1;
  -- Preferred stock shelf rating at (P)B2;
  -- Commercial paper rating at Not Prime.

The last rating action on Limited Brands was on May 21, 2009, when
its Corporate Family Rating was downgraded to Ba2.

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.  Revenues are about $9.0 billion.


LIMITED BRANDS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB' rating
to Columbus, Ohio-based specialty retailer Limited Brands'
proposed offering of $500 million senior notes due 2019.  The
notes will be issued under rule 144A with registration rights.
Proceeds will be used to repay existing debt and for general
corporate purposes.  In addition, S&P placed the company's
$2.15 billion 'BB' rated unsecured notes on CreditWatch with
negative implications.  Due to the subsidiary guarantees, the
proposed $500 million of senior notes ranks senior to the
company's unsecured notes.

As a result, if the company were to use proceeds from the notes to
repurchase a portion unsecured notes, S&P would revise the
recovery ratings on the company's unsecured notes to '5' from '4'
and would lower the rating on the notes to 'BB-' from 'BB'.  The
'5' recovery rating indicates S&P's expectations for modest (10%-
30%) recovery in the event of a payment default.  However, S&P
would affirm ratings on the unsecured notes if the company uses
the proceeds from the senior notes to repay a portion of its
secured term loan.

Concurrently, S&P affirmed the 'BB' long-term corporate credit and
'B-1' short-term rating on Limited Brands.  The outlook is
negative.

"The ratings on Limited Brands reflect its participation in the
intensely competitive specialty retail industry and weakening
credit measures," said Standard & Poor's credit analyst Diane
Shand.  The company's satisfactory market positions in intimate
apparel and personal care products and its geographic diversity
partially mitigate these weaknesses.


LINENS 'N THINGS: Court Confirms Third Amended Plan
---------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware confirmed a third amended plan of
reorganization of Linens 'n Things Inc., opening the door to a
final liquidation of its remaining assets, according to Law360.

No effective date was set for the plan, the report notes.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent
is Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.


MAHALO ENERGY: U.S. Trustee Sets Meeting of Creditors for July 13
-----------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of creditors
in Mahalo Energy (USA), Inc.'s Chapter 11 case on July 13, 2009,
at 1:00 p.m.  The meeting will be held at the U.S. Post Office &
Courthouse, 111 W 4th St. Rm 306, Okmulgee, Oklahoma.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Tulsa, Oklahoma-based Mahalo Energy (USA), Inc., filed for
Chapter 11 on May 21, 2009 (Bankr. E. D. Okla. Case No. 09-80795).
Stephen W. Elliott, Esq., at Kline, Kline, Elliot & Bryant, PC,
represents the Debtor in its restructuring efforts.  The Debtor
listed $10 million to $50 million in assets and $100 million to
$500 million in debts.


METALDYNE CORP: Signs $100MM Deal to Sell Powertrain Biz to RHJ
---------------------------------------------------------------
Metaldyne Corporation has signed an agreement to sell certain
powertrain and other operating assets and the stock of certain of
its foreign subsidiaries as going concerns to RHJ International
under a court-supervised sale process pursuant to Section 363 of
the U.S. Bankruptcy Code.  The sale is subject to bankruptcy
approval procedures and customary closing conditions for a
transaction of this nature, including RHJI's finalization of due
diligence which will occur by July 2, 2009.

Under the agreement, a newly formed subsidiary of RHJI will
purchase certain North American and all of the European assets of
Metaldyne's Sintered Products, Vibration Control Products and
Powertrain Products business units, as well the European Forging
Products business unit and certain Asian operations.  The
transaction is valued at approximately $100 million including up
to $25 million in cash, a new $50 million secured note and the
exchange of an existing EUR15 million demand note issued by
Metaldyne GmbH for a term loan to RHJI's newly formed acquisition
subsidiary.  In addition, RHJI has agreed to inject additional
cash into the newly formed entity to fund future working capital
needs.

As part of its May 27 Chapter 11 filing, Metaldyne entered into a
letter of intent with RHJI to sell certain portions of Metaldyne's
assets as ongoing concerns.

RHJI's other global automotive holdings include Asahi Tec
Corporation (Metaldyne's parent company), Honsel International
Technologies SA, Niles Co. Ltd., and U-Shin Ltd.

"RHJI is uniquely positioned given their global automotive
supplier holdings, commitment to the automotive industry, and
operating company expertise," said Thomas A. Amato, Metaldyne
chairman, president and CEO.  "We are pleased to bring this
transaction to the court for consideration."

"The Metaldyne operations being purchased have strong product
portfolios, advanced technologies and perform well operationally.
The new powertrain-focused company RHJI is creating will be a
solid supplier to the restructured global automotive industry,"
Mr. Amato said.

The company also secured additional funding from two original
equipment customers increased the availability of its debtor-in-
possession financing from $18.50 million to $19.85 million.  The
DIP financing will be used to fund debtor operations as part of
the bankruptcy process.

                   About Metaldyne Corporation

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

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

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

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S. D. NY Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately $1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately $977 million and liabilities of
$927 million.


METRO GROUP: BMO to Conduct June 25 Auction of Personal Property
----------------------------------------------------------------
Bank of Montreal, will offer for sale at public auction the right,
title and interest in all personal property of Metro Group Holding
Company, Inc., including but not limited to equity interests in
Metro Cars, Inc., a Michigan corporation, Metro Transportation,
LLC, a Michigan limited liability company, and Metro Coach, LLC, a
Michigan limited liability company, and accounts, deposit
accounts, other bank accounts and all funds on deposit therein,
money, cash and cash equivalents, chattel paper instruments,
documents, general intangibles, etc.

The auction sale will be held on June 25, 2009, at 12:30 p.m.
(Central) at the law offices of counsel to the Agent, Chapman and
Cutler LLP, 111 West Monroe Street, 17th Floor, Chicago, Illinois
60603.

Bank of Montreal is acting as agent pursuant to a credit agreement
dated as of August 18, 2006, under which it is owed $45,295,499
representing unpaid principal, interest and fees.

For further information, please contact:

     Ann E. Acker, Esq.
     Partner
     Chapman and Cutler LLP
     111 West Monroe
     Chicago, Illinois 60603
     Tel: (312) 845-3000

Located in Tayloy, Michigan, Metro Group Holding Company, Inc.'s
line of business is local/suburban transportation.


MICHAEL PYLMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael Pylman Dairy L.L.C.
        29505 W Southern Avenue
        Buckeye, AZ 85236

Bankruptcy Case No.: 09-13232

Type of Business: The Debtor owns and operates a dairy farm.

Chapter 11 Petition Date: June 15, 2009

Court: District of Arizona (Phoenix)

Debtor's Counsel: William L. Needler, Esq.
                  williamlneedler@aol.com
                  William L. Needler and Associates LTD.
                  555 Skokie Blvd., #500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Legacy Farming Company-                          $624,963
Partnership
3825 S 99th Avenue
Tolleson, AZ 85353

Arizona Grain, Inc.                              $522,023
PO Box 11188
Casa Grande, AZ 85230-1188

O&E Farms Partnership                            $381,028
PO Box 430
Buckeye, AZ 85326

NAN Consulting & Nutrition                       $234,651

Diamond Q Farms                                  $224,185

Western Milling                                  $161,578

Tom Perry Farms                                  $152,093

A & M Livestock                                  $116,888

Herd Health Mgmt                                 $116,290

Walter Jensen Cattle Co. Inc.                    $111,000

VSI                                              $85,494

Anderson Clayton Corporation                     $69,799

WSA Farms, LLC                                   $65,827

Coe & Van Loo Consultants Inc                    $49,506

Calva Products Inc                               $46,786

Maricopa County Treasurer                        $46,696

D&R Farms Partnership                            $43,230

Korral Kool Service                              $42,227

Energy Feed International, LLC                   $34,701

The petition was signed by Michael Pylman.


MICHAEL RYAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Michael J. Ryan
               Margaret A. Fallon
               398 Cedar Street
               Chatham, MA 02633

Bankruptcy Case No.: 09-15522

Chapter 11 Petition Date: June 15, 2009

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

Judge: William C. Hillman

Debtors' Counsel: John F. Davis, Esq.
                  900 Cummings Center, Suite 207T
                  Beverly, MA 01915
                  Tel: (978) 232-9640
                  Fax: (978) 232-9644
                  Email: john@jfdesq.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.


MIDWAY GAMES: Court Sets July 15 General Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established July 15, 2009, as the general bar date for the filing
of proofs of claim in the Chapter 11 cases of Midway Games Inc.,
et al., and August 11, 2009, as the bar date by which all proofs
of claim must be filed by governmental units.

Proofs of claim against each applicable Debtor must be filed so as
to be actually received on or before July 15, 2009, or
August 11, 2009 (for Governmental Units) 5:00 p.m. Eastern Time,
addressed to:

     a) if sent via by U.S. mail:

        Midway Games Inc. Claims Processing
        c/o Epiq Bankruptcy Solutions, LLC
        FDR Station
        P.O. Box 5825
        New York, NY 10150-5285

     b) if sent via hand delivery:

        Midway Games Inc.Claims Processing
        c/o Epiq Bankruptcy Solutions, LLC
        757 Third Avenue, 3rd Floor
        New York, NY 10017

For any questions regarding the filing or processing of a proof of
claim, Epiq Bankruptcy Solutions LLC, the Debtors' court-appointed
claims agent, can be reached at (646) 282-2400.

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on an official committee of
unsecured creditors of Midway Games Inc. and its debtor-
affiliates.  Milbank Tweed Hadley & McCloy LLP and Richards,
Layton & Finger PA represent the Committee.  The Debtors'
financial condition as of September 30, 2008, showed $167,523,000
in total assets and $281,033,000 in total debt.


MOMENTIVE PERFORMANCE: Moody's Cuts Default Rating to 'Ca/LD'
-------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Momentive Performance Materials Inc. to Ca/LD from Caa3
as Moody's deemed the recently concluded notes exchange offer
which included issuance of secured second lien notes to be a
distressed exchange.  Momentive will retire approximately
$231 million of senior unsecured notes (at 62.5 cents on the
dollar) and $118.1 million of senior subordinated notes (at 40
cents) by exchanging them for $200 million aggregate principal
amount of 12.5% second lien notes.

Moody's also changed some of Momenitve's other ratings to reflect
the occurrence of a distressed exchange.  The ratings on
Momentive's senior unsecured notes and senior subordinated notes
were changed to Ca from Caa2 and Caa3, respectively, reflecting
the low applicable clearing price resulting from the exchange
offer.  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 Caa1 from Ca/LD, senior unsecured notes
would return to Caa2 from Ca and the subordinated notes would
return to Caa3 from Ca).  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 Momentive's Corporate Family Rating
at Caa1, its senior secured first lien debt (revolver and term
loan) at B1 and its Speculative Grade Liquidity Rating at SGL-3.
The rating outlook is negative.

The negative outlook reflects a substantially weaker economic and
operating environment and uncertainty over the ability of
management to fully offset volume declines with announced cost
reductions.  Despite the negative outlook, Momentive has
relatively good liquidity with over $381 million of cash on its
balance sheet, but only $30 million of availability under its
$300 million revolving credit facility.  Additionally, Momentive
remains below the sole financial covenant in its first lien
facility, a 4.25 times first lien secured leverage ratio.  Due to
the "covenant-lite" terms in its credit facility and the ability
of the sponsor to provide equity cures in three out of any four
quarters, a potential breech of the financial covenant over the
next 12 months is unlikely.  However, Moody's could lower the
company's ratings further if its cash and revolver availability
falls below $200 million.

Ratings downgraded:

Momentive Performance Materials Inc.

  -- Probability of Default rating to Ca/LD from Caa3

  -- Senior Unsecured Notes (combination of US$, Euro and Toggle
     notes) due 2014 to Ca (LGD4, 63%) from Caa2 (LGD4, 64%)

  -- Senior Subordinated Notes due 2016 to Ca (LGD5, 89%) from
     Caa3 (LGD5, 89%)

Ratings affirmed:

Momentive Performance Materials Inc.

* Corporate Family Rating -- Caa1

* Senior Secured (First Lien) Revolving Credit Facility due Dec
  2012 at B1 (LGD2, 13%)

* Senior Secured (First Lien) Term Loan due Dec 2013 at B1 (LGD2,
  13%)

* 12.5% Second Lien Notes at B3 (LGD3, 34%)

* Speculative Grade Liquidity Rating -- SGL-3

Moody's last rating action on Momentive was on June 4, 2009, when
Moody's assigned a B3 rating to the proposed $200 million second
lien notes and lowered Momentive's PDR to Caa3 from Caa1.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide.  The company has two divisions: silicones
(which accounted for 90% of revenues in 2008) and quartz. Revenues
were $2.4 billion for LTM period ended March 31, 2009.  An
affiliate of Apollo Management is the company's majority owner.


MOMENTIVE PERFORMANCE: S&P Cuts Corporate Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Momentive Performance Materials Inc. to 'SD' (selective
default) from 'CC' and its senior unsecured and subordinated debt
ratings on the company to 'D' from 'C' following the completion of
what S&P considers to be a distressed exchange offer.  In addition
S&P has removed the ratings from CreditWatch, where they were
placed with negative implications on March 17, 2009.  All S&P's
other ratings on Momentive and its subsidiaries remain unchanged.

"The rating actions follow Momentive's issuance of $200 million of
second-lien notes due 2014 in exchange for a total of
approximately $350 million of various senior unsecured and
subordinated notes," said Standard & Poor's credit analyst Cynthia
Werneth.  In coming days, S&P expects to raise the corporate
credit rating to 'CCC-' from 'SD' and assign a negative outlook.
S&P also expect to raise the senior unsecured and subordinated
debt ratings back to 'C' from 'D'.

Momentive has extremely high leverage.  At March 29, 2009, total
adjusted debt was close to $4 billion, and total adjusted debt to
EBITDA was well into the double digits.  S&P adjust debt to
include about $500 million of pay-in-kind seller notes at the
parent holding company, about $125 million in underfunded, tax-
effected postretirement obligations, and $40 million of
capitalized operating leases.

Operating performance deteriorated sharply in tandem with
recessionary conditions and a big drop-off in customer orders
across most businesses and geographies beginning in the fourth
quarter of 2008.  In the March quarter, EBITDA for covenant
compliance was only $15 million, whereas through September
2008, it had averaged more than $100 million per quarter.

Albany, New York-based Momentive is a large producer of silicone
used in a wide variety of applications, and quartz used primarily
in semiconductors.  First-quarter sales in silicones and quartz
were 35% and 50% lower, respectively, in 2009 than 2008,
essentially all volume-driven.  Market softness was particularly
pronounced in construction, auto, textile, and furniture markets.
Although quartz represents only about 10% of total revenues, it is
generating disproportionally large operating losses.  In S&P's
scenario analysis, S&P has contemplated a very modest recovery in
demand this year.  Based on this review, S&P expects that
Momentive will remain challenged to maintain compliance with its
financial covenants this year.  Although the credit facility
contains an equity cure provision, and a covenant waiver or
amendment is possible, S&P does not assume that any of these
things will occur.

Management initiatives to counter market weakness include plant
closures, production curtailments, and improved working capital
management.  In addition, Momentive is benefiting from some cost
deflation for raw materials.  However, visibility on near-term
market conditions and operating performance remains very limited.
S&P believes that demand for silicones should recover as the
global economy improves, but consider the pace of recovery
uncertain.  The industry benefits from a relatively small number
of producers, as well as opportunities to expand value-added
applications during better economic conditions.  However,
Momentive is saddled with considerably more debt than its primary
competitors, which is likely to remain a disadvantage.


MYSPACE.COM: Will Lay Off Almost 30% of Employees
-------------------------------------------------
CNNMoney.com reports that MySpace.com said that it will reduce its
workforce by almost 30%, leaving the Company with 1,000 employees.

MySpace, according to CNNMoney.com, has struggled to compete with
the rapid user growth of rivals Facebook and Twitter.
CNNMoney.com says that MySpace's usership and average time spent
on the Web site have decreased over the past several months.
CNNMoney.com states that social network users spent 23% of their
time on MySpace in April 2009, compared to almost 66% for
Facebook.

CNNMoney.com quoted MySpace Chief Executive Owen Van Natta as
saying, "Simply put, our staffing levels were bloated and hindered
our ability to be an efficient and nimble team-oriented company.
Our intent is to return to an environment of innovation that is
centered on our user and our product."

According to CNNMoney.com, Jonathan Miller, News Corporation's CEO
of Digital Media, said, "MySpace grew too big considering the
realities of today's marketplace.  I believe this restructuring
will help MySpace operate much more effectively both structurally
and financially moving forward."

MySpace.com is a social networking Web site with an interactive,
user-submitted network of friends, personal profiles, blogs,
groups, photos, music, and videos for teenagers and adults
internationally.  Its headquarters are in Beverly Hills,
California, USA, where it shares an office building with its
immediate owner, Fox Interactive Media, which is owned by News
Corporation.  MySpace became the most popular social networking
site in the United States in June of 2006.  According to comScore,
MySpace was overtaken internationally by main competitor Facebook
in April 2008, based on monthly unique visitors.


NATIONAL BEEF: Vulnerable to Trade Bans Caused by Viruses
---------------------------------------------------------
Increased incidence of animal viruses and diseases; such as, H1N1
will continue to result in temporary sporadic trade bans on U.S.
proteins, according to a new report issued by Fitch Ratings.
Export markets are a significant source of cash flow for U.S.
protein processors; therefore, the negative affects of these
restrictions could significantly impair credit profiles in the
industry.

According to the report, a decline in international demand for
U.S. proteins can cause a back-up in inventory and a significant
reduction in pricing. 'Unless production levels decline to
accommodate reduced demand, a substantial decline in protein
prices is likely to occur', said Carla Norfleet Taylor, Director
at Fitch Ratings. 'Initial consumer reaction to the April 2009
outbreak of H1N1 was markedly negative and several countries
continue to ban pork products from U.S. states with confirmed
cases of the virus.'

Firms with ample financial flexibility; such as Cargill Inc. (IDR
'A/F1'; Stable Rating Outlook), significant product and client
diversification; such as Tyson Foods, Inc. (IDR 'BB'; Stable
Outlook), and numerous foreign production facilities; such as JBS
S.A. (IDR 'B+'; Stable Outlook), are best positioned to withstand
the volatility caused by ever-changing foreign import policies.
Those most vulnerable include single product firms such as
National Beef Packing Company, and those operating in financial
distress such as Pilgrim's Pride Corporation.  Fitch's current
ratings incorporate near-term volatility and the lack of
predictability associated with animal diseases and trade
restrictions.

'The last six years have been especially volatile for protein
companies due to more stringent import requirements and a
difficult cost environment,' added Wesley E. Moultrie II, Senior
Director at Fitch Ratings.  'Given that credit profiles of Tyson
and Pilgrim's were negatively affected in 2006 following rising
worldwide fears regarding the bird flu and a subsequent oversupply
of U.S. chicken, we are constantly assessing the impact of H1N1
virus on pork prices, exports and U.S. supply and demand.'


NESTOR INC: Court Appoints Jonathan N. Savage as Interim Receiver
-----------------------------------------------------------------
Judge Michael A. Silverstein of the Rhode Island Superior Court
approved Nestor Traffic Systems and its parent company Nestor,
Inc.'s petition for a court-appointed receiver who will be charged
with overseeing all aspects of the Company's operations.

The Court designated Jonathan N. Savage, Esq., of Shechtman,
Halperin, and Savage, LLP, as interim receiver.  The appointment
will take effect immediately.

"Nestor has provided high quality traffic enforcement technology
for the past ten years," Michael C. James, Nestor's CEO, said.  "I
want to assure our customers they will continue to receive
advanced technologies and high quality service during this time.
The board of directors made the proactive and voluntary decision
to seek court protection of our assets and operations.  I am
confident Nestor will emerge from receivership better positioned
to service our municipal partners and continue to grow the
company.  I plan to work closely with the receiver to ensure the
continuity of operations," Mr. James added.

As a court-appointed interim receiver, Mr. Savage will assume
control of all of the company's assets and day-to-day operations.
As an arm of the court, Savage has full authority with regard to
the operations of the facility.  The receiver will also market
Nestor's assets to financial investors, strategic investors and
other suitable bidders.

The court action provides for the interim appointment of a
receiver.  The court will reconvene in 21 days to decide if Savage
will be designated as a permanent receiver.

Mr. Savage is a partner with Shechtman, Halperin, and Savage, LLP,
based in Rhode Island.  Mr. Savage focuses his practice in the
areas of receiverships, real estate law, and business and
commercial law.  He has been appointed by the courts on a regular
basis to act as the fiduciary for businesses in financial
distress.

                       About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/-- provides
advanced automated traffic enforcement solutions and services to
state and municipal governments.

                     Going Concern Doubt

Carlin, Charron, & Rosen LLP expressed substantial doubt about
Nestor Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended December 31, 2007.  The auditing firm pointed to
the Company's recurring losses from operations.


NOVEMBER 2005: US Trustee Unable to Name Panel on Lack of Interest
------------------------------------------------------------------
The United States Trustee for the District of Nevada advised the
U.S. Bankruptcy Court for the District of Nevada that it was
unable to appoint an Official Committee of Unsecured Creditors in
the bankruptcy case of November 2005 Land Investors LLC.

The U.S. Trustee contacted unsecured creditors, but too few
creditors expressed an interest in being appointed to the
Creditors' Committee.

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


NUINSCO RESOURCES: Can't Pay $5MM Loan; In Talks with Lenders
-------------------------------------------------------------
Nuinsco Resources Limited has advised its lender that the Company
is not in a position, at this time, to repay a bridge loan, due on
June 15, 2009, in the amount of approximately $5 million.  The
bridge loan is secured by the Company's share ownership in Victory
Nickel Inc. and Gold Hawk Resources Inc. and Nuinsco's Cameron
Lake gold mine.

The Company and its lender are in discussions on terms to extend
the repayment date, and have agreed to work together on repayment.

                      About Nuinsco Resources

Based in Toronto, Ontario, in Canada, Nuinsco Resources Limited
(TSX: NWI) -- http://www.nuinsco.ca/-- is a multi-commodity
mineral exploration and development company that is focused on
uranium, copper, zinc and gold exploration and development in
world-class mineralized belts in Canada and Turkey.  In addition
to its property holdings, Nuinsco owns roughly 15% of the
outstanding common shares of Victory Nickel Inc., roughly 9% of
the outstanding common shares of precious and base metals producer
Gold Hawk Resources Inc. (TSX VENTURE: CGK) and a 50% interest in
future cash flows from the Corner Bay copper project owned by
Campbell Resources Ltd. (TSX: CCH).


NUTRITIONAL SOURCING: Files Disclosure Statement & Amended Plan
---------------------------------------------------------------
Nutritional Sourcing Corp. and two of its affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement for their first amended Chapter 11 joint plan
of liquidation.

Under the amended plan, holders of the Debtors' other priority and
other secured claims, and mirror loan note claims are expected to
recover 100% of their claims.  Changes in recovery percentages
from the amended plan to previous plan:

                           Estimated Recovery  Estimated Recovery
Type of Claim             under Amended Plan  under Previous Plan
-------------             ------------------  -------------------
Senior Secured                   25.0%               32.3%
Pueblo Trade                     98.0%              100.0%
Pueblo General Unsecured          7.6%                7.8%
FLBN General Unsecured           18.9%               25.2%
PBGC Recovery                    37.8%               42.0%
Keon and O'Leary Recovery        35.2%               44.8%

All of the Debtors' penalty and subordinated claims, and equity
securities interest will get nothing under the plan.

A Hearing is set for July 13, 2009, at 3:00 p.m., to consider
approval of the Debtors' disclosure statement.  Objections, if
any, are due July 6, 2009.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3de9

A full-text copy of the Debtors' Amended Plan is available for
free at http://ResearchArchives.com/t/s?3dea

The Debtors first filed their Joint Plan of Liquidation on
September 4, 2008.  Judge Peter J. Walsh, however, denied
confirmation of the earlier plan version.  According to the
Troubled Company Reporter on October 30, 2008, Judge Walsh sought
clarification on the proposed distributions to the various classes
of claims.  Judge Walsh required the Debtors to disclose:

  a) the amount of cash and the estimated value of other assets
     presently owned by each of the Debtors;

  b) the amount, if any, of particular Debtors' property that
     will be transferred to any other Debtor under the plan,
     identifying each Debtors and explaining the reason for
     the transfers; and

  c) the amount of the property of each of the Debtors will be
     distributed to each of their respective classes of claims.

The First Amended Joint Plan of Liquidation incorporates several
changes to address the Court's concerns.  According to
NetDocketsBlog.com, the material modifications to the Amended Plan
include:

    * The definition of Pueblo Trade Claim was modified from:

      "the Allowed Claims of trade creditors who provided (i)
      grocery and other merchandise to Pueblo for ultimate sale by
      Pueblo or (ii) services that were directly related to or
      incorporated into grocery and other merchandise for ultimate
      sale by Pueblo . . ." to

      "the Allowed Claims of trade creditors who provided goods
      and services to Pueblo in the ordinary course of Pueblo's
      business . . ."

    * The recovery to Holders of Class 4A Pueblo Trade Claims will
      be reduced from 100% to 98% of the Allowed amount of such
      Claims.

    * The Mirror Loan Transfer will take place on the Effective
      Date as opposed to the final Distribution Date.

    * The FLBN Allowed Trade Claim will be reduced from $2,000,000
      to $600,000 and the FLBN - Pueblo Allowed Intercompany
      General Unsecured Claim will be increased from $47,520,000
      to $48,920,000.

    * The bonus to be paid to Mr. Keon and Mr. O'Leary was
      modified from a wholly incentive bonus based on recoveries
      to creditors to a bonus based in part on confirmation of the
      Plan, with the remainder based on recovery to creditors.

The First Amended Plan also results in changes in the estimated
recoveries for certain classes of claims:

    Claim                                      From      To
    -----                                      ----      --
    Class 2B Senior Secured Claims             32.3%   25.0%
    Class 4A Pueblo Trade Claims              100.0%   98.0%
    Class 4B Pueblo General Unsecured Claims    7.8%    7.6%
    Class 4C FLBN General Unsecured Claims     25.2%   18.9%
    PBGC Recovery                              42.0%   37.8%
    Keon and O'Leary Recovery                  44.8%   35.2%

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for Chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The Company has
disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


PALISADES 160N303: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Palisades 160N303 LLC
        160 N. Route 303
        West Nyack, NY 10994

Bankruptcy Case No.: 09-23032

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Bernard Rabin, Esq.
                  220 White Plains Road
                  Tarry Town, NY 10591
                  Tel: (914) 332-4350

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.


PETTERS COMPANY: Ritchie Asks Court to Convert PGW's Case to Ch 7
-----------------------------------------------------------------
Ritchie Capital Structure Arbitrage Trading, Ltd., Yorkville
Investment I, L.L.C., Rhone Holdings II., Ltd., and Ritchie
Special Credit Investments, Ltd., parties-in-interest in Petters
Company Inc., et al.'s bankruptcy cases, ask the U.S. Bankruptcy
Court for the District of Minnesota to convert Petters Group
Worldwide, LLC's bankruptcy case to a Chapter 7 proceeding.

PGW's Chapter 11 case, along with 8 other debtor-affiliates'
cases, are jointly administered under Petters Company, Inc. (PCI)
(Case No. 08-45257).

In support of their motion, Ritchie, et al., tell the Court that
following the sale of PGW's principal operating subsidiary
Polaroid Corporation, PGW now no significant operating business,
and that PGW has "no hope for rehabilitation".

In addition, Ritchie, et al., state that conversion is necessary
to ensure that PGW's estate is administered "free from the
conflicts of interest that presently infect Douglas Kelley and
hamper his ability to administer the PGW estate in the best
interests of PGW's creditors."  Mr. Kelley is both the receiver
for PGW, PCI, and all of their subsidiaries, and also serves as
Chapter 11 trustee for PGW, PCI and the PCI subsidiaries.

Further, Ritchie, et al., say that conversion of PGW's case to
Chapter 7 will ensure that PGW will be managed by a fiduciary who
will primarily serve the best interests of PGW's creditors, and
not the interests of PCI, Mr. Thomas Petters' victims, the
government, or other constituencies.

                 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).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., 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 separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PHOENIX COYOTES: Court Rejects Team Sale to Jim Balsillie
---------------------------------------------------------
Agence France-Presse reports that the Hon. Redfield Baum of the
U.S. Bankruptcy Court for the District of Arizona has rejected Jim
Balsillie's offer to acquire Phoenix Coyotes and move it to
Canada.

According to AFP, Judge Baum concluded that the June 29 deadline
that Mr. Balsillie imposed for his offer to be accepted didn't
give enough time for legal issues in the case to be resolved.

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


PILGRIM'S PRIDE: Vulnerable to Trade Bans Caused by Viruses
-----------------------------------------------------------
Increased incidence of animal viruses and diseases; such as, H1N1
will continue to result in temporary sporadic trade bans on U.S.
proteins, according to a new report issued by Fitch Ratings.
Export markets are a significant source of cash flow for U.S.
protein processors; therefore, the negative affects of these
restrictions could significantly impair credit profiles in the
industry.

According to the report, a decline in international demand for
U.S. proteins can cause a back-up in inventory and a significant
reduction in pricing. 'Unless production levels decline to
accommodate reduced demand, a substantial decline in protein
prices is likely to occur', said Carla Norfleet Taylor, Director
at Fitch Ratings. 'Initial consumer reaction to the April 2009
outbreak of H1N1 was markedly negative and several countries
continue to ban pork products from U.S. states with confirmed
cases of the virus.'

Firms with ample financial flexibility; such as Cargill Inc. (IDR
'A/F1'; Stable Rating Outlook), significant product and client
diversification; such as Tyson Foods, Inc. (IDR 'BB'; Stable
Outlook), and numerous foreign production facilities; such as JBS
S.A. (IDR 'B+'; Stable Outlook), are best positioned to withstand
the volatility caused by ever-changing foreign import policies.
Those most vulnerable include single product firms such as
National Beef Packing Company, and those operating in financial
distress such as Pilgrim's Pride Corporation.  Fitch's current
ratings incorporate near-term volatility and the lack of
predictability associated with animal diseases and trade
restrictions.

'The last six years have been especially volatile for protein
companies due to more stringent import requirements and a
difficult cost environment,' added Wesley E. Moultrie II, Senior
Director at Fitch Ratings.  'Given that credit profiles of Tyson
and Pilgrim's were negatively affected in 2006 following rising
worldwide fears regarding the bird flu and a subsequent oversupply
of U.S. chicken, we are constantly assessing the impact of H1N1
virus on pork prices, exports and U.S. supply and demand.'


POLAROID CORP: Creditor Opposes Conversion, Cites Unabated Fraud
----------------------------------------------------------------
Richard Hettler, a creditor in Polaroid Corp., et al.'s
bankruptcy cases, asks the U.S. Bankruptcy Court for the District
of Minnesota to vacate the proposed hearing on the United States
Trustee's motion to convert the Debtors' bankruptcy cases to
Chapter 7 on grounds of "continued and unabated fraud within and
upon the courts."

Mr. Hettler says that "this entire Polaroid bankruptcy was and is
a 'scam' and had only one intention and that is to ensure that the
real victime of [Thomas] Petters (the creditors) would never see a
dime."

Mr. Hettler goes on to say that Mr. Petters, in June of 2005, was
given the "green light" by the New York and the Minnesota courts
to acquire Polaroid with swindled cash which he and U.S. Attorney
David Kelley (Southern District of New York) alerted the SEC and
the US District for the Southern District of New York, and he
comptemporaneously filed with the New York court a Temporary
Restraining Order to estop the Poloroid acquisition on grounds of
then evidenced fraud.  The courts and the SEC, Mr. Hettler says,
both ignored the reported fraud, and this allowed Mr. Petters to
acquire Polaroid with stolen cash and to continue swindling people
to another four years.

Mr. Hettler adds that now Minnesota U.S. Trustee Habbo G. Fokkena
proposes to convert a Chapter 11 bankruptcy to a Chapter 7
liquidation of all Polaroid assets, which were never lawfully
acquired by Mr. Petters in the first place.

Mr. Hettler says that as of June 12, 2009, $44,373,450 is owed to
him from the Petters's estate.

As reported in the Troubled Company Reporter on June 16, 2009,
Habbo G. Fokkena, the United States Trustee Region 12, asked the
Court 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 Court set a hearing for June 23, 2009, at 3:00 p.m., to
consider the U.S. Trustee's request.

                   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).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. 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 separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PSYSTAR CORP: Apple Seeks to Resume Lawsuit Against Firm
--------------------------------------------------------
Stephen Withers at iTWire reports that Apple Inc. has asked sought
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to proceed with its case against Psystar Corp.

As reported by the Troubled Company Reporter on May 27, 2009,
Psystar faced a lawsuit by Apple in the U.S. District Court in San
Jose before it filed for Chapter 11 bankruptcy protection.  Apple
sued Psystar just three months after the Company started selling
its "Open Computer" with Max OS X in April 2008.  Apple claims
that Psystar has breached the software license agreement
protecting Apple's Leopard operating system and that the Company's
product was originally called the "OpenMac."

According to iTWire, Apple is seeking a 'relief from stay', or to
let its lawsuit against Psystar to proceed as scheduled.  iTWire
relates that even if Apple gets the court's approval, it wouldn't
"collect any judgment other than through the bankruptcy claims
processor further order of [the] court."

Psystar would "suffer little, if any, prejudice" if the stay is
lifted, Apple said in court documents.  Apple said, "The Debtor
[Psystar] has no legitimate property rights in an infringing
product and cannot pursue reorganization of its business affairs
based on the sale of products that violates applicable non-
bankruptcy law."

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


QIMONDA AG: Voluntary Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Petitioner: Michael Jaffe
                       as insolvency administrator

Chapter 15 Debtor: Qimonda AG
                   Gustav-Heinermann-Ring 212, 81739
                   Munich, GE 22314

Chapter 15 Case No.: 09-14766

Type of Business: The Debtor sells memory products for the channel
                  and retail markets.  Its customers included
                  Hewlett-Packard and Dell, with more than three-
                  quarters of the Debtor's sales in the
                  Asia/Pacific and North American markets.
                  Infineon Technologies owns around 77% of the
                  Debtor.

                  As reported in the Troubled Company Reporter on
                  Feb. 25, 2009, Qimonda Richmond LLC and Qimonda
                  North America Corp. sought Chapter 11 protection
                  from their creditors in the U.S. Bankruptcy
                  Court for the District of Delaware (Lead Case
                  No. 09-10589).  Richards Layton & Finger PA
                  represents these units.

                  See http://www.qimonda.com/

Chapter 15 Petition Date: June 15, 2009

Court: Eastern District of Virginia (Alexandria)

Chapter 15 Petitioner's Counsel: Jeff A. Showalter, Esq.
                                 Morrison & Foerster, LLP
                                 2000 Pennsylvania Ave., N.W.
                                 Suite 6000
                                 Washington, DC 20006-1888
                                 Tel: (202) 887-1500
                                 Fax: (202) 887-0763

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


QUEBECOR WORLD: Arizona Agency Says Plan Fails to Pay On Time
-------------------------------------------------------------
The Arizona Department of Revenue tells the U.S. Bankruptcy Court
for the Southern District of New York that the Plan of
Reorganization for Quebecor World (USA) Inc., and its U.S.
affiliates fails to provide for timely payment of the Department's
$6,665,610 administrative expense claim.

The Department complains that the Plan neither provides for the
timely liquidation of its tax claims nor provides for appropriate
payment of Arizona's tax claims.  Instead, the Plan expressly
prohibits payment on disputed, contingent, and unliquidated
claims.  Since the Debtors have failed to submit the
documentation required to comply with the filing and payment of
postpetition tax returns due to the Department, the claims remain
estimated and are insufficiently provided for under the Plan,
Arizona State General Attorney, Terry Goddard, Esq., argues.

Mr. Goddard asserts that since the Plan fails to provide for the
payment of Arizona's Administrative Expense Claims on the
Effective Date, the Plan cannot be confirmed under Section
1129(a)(9)(A) of the Bankruptcy Code.

In addition, Arizona complains that the Plan fails to provide for
timely, regular installments in cash, plus appropriate interest
as required to pay the value of the Department's claims as of the
effective date, in full satisfaction by January 21, 2013, and the
Plan provides for treatment of the Debtors' equity interests in a
more favorable manner than priority tax claims.

According to Mr. Goddard, Arizona has not accepted the Plan.  He
asserts that Arizona must receive the present value of at least
as much as it would receive in Chapter 7 liquidation.  The
Debtors have not demonstrated that Arizona would receive as much
under the Plan as it would in liquidation, he points out.

Mr. Goddard also asserts that the Plan provides for payments of
priority tax claims in an amount uncertain.  He points out that
several state taxing authority claims are based on estimated
figures because the Debtors have historically, and
administratively, failed to register and file certain requisite
tax returns.  Since creditors cannot determine how much is owed,
how much will be paid, or for how long, the creditors cannot
determine whether the Plan is feasible, he tells the Court.

Further, Mr. Goddard asserts, given the inadequate treatment and
extensive consequences imposed upon Arizona and other State
Taxing Authorities, the Plan lacks good faith and should not be
confirmed as proposed.

"The Plan contemplates that the Effective Date and commencement
of distributions may not occur for years in the future, if at
all.  Since the Effective Date is not valid, the Plan is not
confirmable," Mr. Goddard argues.

                      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: Hearing on Riverside's Bid for Examiner Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 17, 2009, at 10:00 a.m. to consider
a request for appointment of examiner in Quebecor World (USA)
Inc., and its U.S. affiliates' cases.

Prior to the May 18, 2009, hearing on the approval of the
Disclosure Statement explaining Quebecor World's Plan of
Reorganization, Riverside Claims, LLC, holder of various priority
and unsecured claims, told the U.S. Bankruptcy Court for the
Southern District of New York it is vital that an independent,
third-party examiner be appointed pursuant to both the mandatory
and discretionary Subsections 1104(c)(1) and 1104(c)(2) of Section
1104(c) of the Bankruptcy Code in the Debtors' Chapter 11 cases.

The examiner, according to Riverside, will render a report to the
Court prior to the Confirmation Hearing to address concerns
relating to:

  (a) whether the Debtors have acted in good faith and whether
      their officers and directors have breached their fiduciary
      duties with respect to the Indication of Interest of R.R.
      Donnelley & Sons Company and an undisclosed expression of
      interest of R.R. Donnelley dating back to August 2008;

  (b) whether the Official Committee of Unsecured Creditors
      has adequately represented the interests of trade
      creditors where the Committee is inherently conflicted and
      has not negotiated critical terms of the Plan relating to
      the treatment afforded to the Debtors' trade creditors
      under the Plan and is apparently permitting other creditor
      groups, which have different interests from, and
      conflicting interests with, trade creditors, to negotiate
      on behalf of trade creditors, including with respect to
      the terms of the only recovery to the creditors under
      the Plan, as well as with respect to the Indication of
      Interest; and

  (c) whether the Liquidation Analysis has been properly
      prepared where it includes some fraudulent conveyance or
      preference causes of action but excludes other actions,
      and whether the exclusion can materially affect the
      recoveries to holders of Class 3 claims in a liquidation
      scenario rather than having no affect on recoveries to
      holders of Class 3 claims, as stated in the Liquidation
      Analysis.

Riverside asserts that the appointment of an examiner is
mandatory pursuant to Section 1104(c)(2) because the Debtors have
in excess of $5 million in qualifying debt.

Michael E. Emrich, Esq., at ReGen Capital, LLC, in New York, says
that in connection with the Debtors' proceeding with the
Indication of Interest, the Debtors' management, acting in its
own best interests, may have a conflict of interest with the
Debtors' estate and its creditors.  According to Riverside, there
are numerous questions which have not been answered that would
best be explored by an independent third party examiner,
including whether the Debtors' failure to disclose R.R.
Donnelley's expression of interest back in August 2008
constitutes a breach of management's fiduciary duties, and
whether their desire to maintain their positions has clouded
their judgment as they advanced the Plan.

Mr. Emrich asserts that the Committee is inherently conflicted in
negotiating the terms of the New Unsecured Notes and responding
to the Indication of Interest.  Moreover, in addition to the
inherent conflict of interest, critical provisions of the Plan,
including trade creditors' recovery under, are not being
negotiated by trade creditors themselves, but by others with
conflicting interests, which situation appears to be highly
dysfunctional, he points out.

According to Mr. Emrich, Riverside is not seeking to delay Plan
confirmation.  Indeed, Riverside believes that the Plan
Confirmation process can proceed despite the appointment of an
examiner.

The appointment of an examiner is mandatory, Mr. Emrich argues,
yet his or her function should be narrowly tailored to address
the inherent conflict issues and the duration of the examiner and
the timing of his or her final report to the Court can be
abbreviated to meet the needs of the Cases.

Riverside is mindful of the timing of the Chapter 11 cases and
the desire to bring the Cases to a prompt close in coordination
with the Canadian Proceedings.  Accordingly, Mr. Emrich says, an
examiner can work within the existing timetable and complete his
or her investigation and issue a report prior to the date of the
Confirmation Hearing.

                      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: Monitor's Review on Reorganization Plan
-------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World, Inc., and its affiliates' reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, states that
the reorganization and restructuring plans filed in each of the
U.S. Bankruptcy Court for the Southern District of New York and
the Ontario Superior Court of Justice are intended to be
coordinated, in a way that they provide a single aggregate
recovery for the claim of a creditor, even if more than one
Petitioner may be obligated in respect of the claim.

The Plans provide that for purposes of distributions, the claims
of Affected Creditors are accounted for only once, as if the
estates of QWI and of the U.S. Petitioners were consolidated and
there was a single plan for purposes of making distributions to
creditors.

The Canadian Plan provides for a distribution to the Affected
Creditors who have claims filed against QWI, calculated out of
the same pool of assets or securities as that in the U.S. Plan,
and the U.S. Plan provides for an adjustment for the recoveries
expected from the Canadian Plan, in the calculation of the
entitlement of an Affected Creditor to a distribution under the
U.S. Plan.

The Plans contemplate that the compromise and settlement of the
claims of creditors will be accomplished primarily through the
issuance of new equity interests in QWI, by way of a new issue of
Class A Preferred Shares, Common Shares, and Warrant Bundles.  To
ensure that the value of the enterprise accrues to the creditors
whose claims are compromised through the issuance of shares, the
Plans contemplate a reorganization of QWI under the provisions of
the Canada Business Corporations Act, in which the share capital
of QWI that exists immediately before the implementation of the
Plans will be converted and consolidated into a smaller number of
shares redeemable by QWI.

The Canadian Plan provides that the Affected Creditors will be
segregated into two classes for purposes of the distributions,
namely a class comprised of the banking syndicate and Societe
Generale (Canada), and a class of ordinary unsecured creditors.

SocGen and the Syndicate of Lenders who extended $1 billion to
QWI and its affiliates when they filed bankruptcy petitions in
the U.S. and insolvency proceedings in Canada may hold security
on the assets of QWI and on some of the assets of the U.S.
Debtors, and may have a structural advantage over other creditors
by having a right to assert a claim against several of the U.S.
Debtors, through cross-corporate guarantees.

The Monitor says that the fact that the Syndicate and SocGen may
hold security and may have a structural advantage through
guarantees is the subject of some dispute, as the Official
Committee of Unsecured Creditors has initiated proceedings in the
Bankruptcy Court seeking to avoid the security and guarantees
based on a purported fraudulent conveyance and preference under
the Code.  Similar proceedings were initiated in Canada in the
form of a Paulian Action.

The Canadian Plan provides essentially that:

  (a) The Syndicate and SocGen will receive an aggregate of
      5,737,500 Class A Preferred Shares and 4,781,383 Common
      Shares, both from newly issued shares of QWI, of which
      1,012,434 Class A Preferred Shares and 808,450 Common
      Shares will be distributable to SocGen and the remainder
      will be distributable to the Syndicate.

      In order to accommodate the issue of the dispute regarding
      the validity of the security and guarantees and to
      coordinate the Canadian Plan with the U.S. Plan, the claim
      of SocGen will be treated as a disputed claim for
      distribution purposes, but not for voting purposes.  There
      will be no distribution to SocGen until the issue of the
      validity of the security and guarantees is determined.

  (b) The ordinary unsecured creditors, referred to in the
      Canadian Plan as the Affected Unsecured Creditor Class,
      are given the choice of receiving a cash payment in an
      amount equal to the lower of their claims or C$2,500, or
      to receive a distribution in accordance with the
      provisions of the plan.  The distribution is designed to
      match what is offered to the equivalent class of creditors
      in the U.S. Plan.

The U.S. Plan provides essentially these provisions, in respect
of the treatment of the claims of creditors grouped in Classes 1,
4 and 5:

  (a) With respect to Class 1, addressing the claims of the
      Syndicate and SocGen, the U.S. Plan provides that the
      Syndicate and SocGen will be allocated:

      * Up to $100 million in cash;

      * 12,500,000 Class A Preferred Shares, plus additional
        Class A Preferred Shares to reflect the shortfall in
        cash distribution, at a rate of 13,875 Class A Preferred
        Shares for each $100,000 shortfall in cash;

      * 57,105,850 Common Shares,

      * 8,355,695 Warrant Bundles; and

      * 23.25% interest as beneficiary of a trust that will be
        set up to manage the litigation of certain claims in the
        Chapter 11 proceedings.

  (b) To settle the disputed security and guarantees, the U.S.
      Plan provides that the Syndicate will contribute 294,479
      Common Shares and all of the Warrant Bundles allocated to
      it to be redistributed to the Class 4 creditors, to settle
      all of the proceedings against the Syndicate relating to a
      purported fraudulent conveyance, preference or otherwise.

  (c) With respect to Class 4, regrouping the Senior Notes
      Claims and General Unsecured Claims against the
      Nonoperating Debtors, the U.S. Plan provides that these
      creditors will share, on a pro rata basis with the
      Affected Unsecured Creditors that have a claim in
      connection with the Canadian Plan, these pool of assets
      and securities:

      * 16,473,629 Common Shares, which amount includes the
        294,479 Common Shares contributed by the Syndicate in
        connection with the Syndicate compromise;

      * 9,310,214 Warrant Bundles, which amount includes the
        6,942,891 Warrant Bundles contributed by the Syndicate;
        and

      * 76.75% interest as beneficiary of the Litigation Trust.

With respect to Class 5, referred to as the convenience class,
the creditors having claims that would otherwise be included in
Classes 3 or 4 will be entitled to elect to receive the lower of
their aggregate claims or $2,500.

The Syndicate, SocGen, the Affected Unsecured Creditors and the
creditors whose claims are included in Class 4 of the U.S. Plan
receive a share of the Litigation Trust.

The Monitor relates that the Litigation Trust will be managed by
a trustee or trustees appointed in consultation with the
creditors and will receive an initial funding from QWI by way of
a $5 million loan repayable from any proceeds of recoveries by
the Litigation Trust.

The benefit of the Litigation Trust is limited to those creditors
whose principal claim is against QWI or the Non-operating
Debtors, in effect excluding the creditors whose claim falls in
Class 3 of the U.S. Plan from a share in the recovery.  The
Monitor explains that:

  (a) The main recourse identified to date in the context of the
      proceedings under the Bankruptcy Code relates to the
      purported fraudulent conveyance and preference action
      initiated by the Creditors' Committee in connection with
      the repayment of private notes in October 2007.  The
      repayment of the private notes was effected through a
      payment made by Quebecor World (USA), Inc., while the
      noteholders whose notes were redeemed were creditors of
      QWCC.  The transaction through which the Private Notes
      were repaid is addressed in the Monitor's Report dated
      July 21, 2008.

  (b) In view of the cash pooling system in effect in North
      America, the payments to suppliers or creditors were made
      primarily by QWI or QWUSA, and as the payments made by the
      operating entities would not be significant.

  (c) From the Monitor's perspective, the only manner in which a
      recourse could be asserted by one or several of the
      operating Debtors, in connection with the repayment of the
      Private Notes or other potentially avoidable transfer,
      would be through a complicated tracing exercise, based on
      an assertion that the value used by QWI or QWUSA to make a
      payment originated from an operating Debtor.  In view of
      the very complex web of intercompany transactions between
      all of the members of Quebecor World Group.  The Monitor
      believes that the exercise is almost impossible and
      certainly impractical, and would be inordinately costly.

  (d) The class 3 creditors under the U.S. Plan already receive
      a distribution that is substantially enhanced as compared
      to what is offered to the class 4 creditors or the
      Affected Unsecured Creditors.  The Disclosure Statement
      explaining the U.S. Plan estimates the recovery available
      to the creditors comprising Class 3 under the U.S. Plan at
      50% of the amount of the allowed claims, while the
      estimated recovery available to creditors comprising
      Class 4 under the U.S. Plan is estimated to be 14% to 20%
      of the amount of the allowed claims, before the recovery
      from the litigation claims.

Based on the explanation, the Monitor believes the decision to
restrict the benefit of the litigation claims to the creditors of
the Non-operating Debtors appears reasonable.

            Alternatives Available for Creditors

The Monitor says the creditors are being requested by QWI to
choose between two alternatives, namely accepting the Plans, or
rejecting the Plans which is expected by the Company to lead to a
liquidation.  The Company believes that postponing the decision
would not be an alternative, in view of the scheduled expiry of
the DIP financing facility on July 21, 2009.  The Monitor
considers that this assessment is reasonable.

(a) Estimated value under the Plans

UBS Securities Canada, Inc., estimates that the value of QWI on a
consolidated basis, immediately after the implementation of the
Plans, would be between $1.25 billion and $1.75 billion.
According to the Monitor, this assessment of value is intended to
reflect the total enterprise value of the reorganized QWI, on a
consolidated basis.

In the context of the assessment prepared by UBS, the Monitor
assumes that the assessment of the TEV is correctly estimated as
the mid point, or $1.5 billion, the result under the Plans would
be a net value for creditors of approximately $1 billion.  This
net value, the Monitor relates, based on the provisions of the
Plans, would translate into a recovery of 100% for the secured
creditors, other than the Syndicate and SocGen, 50% for the
creditors whose claims are included in Class 3 under the U.S.
Plan, approximately 75% for the Syndicate, between 20% and 84%
for SocGen, and between 14% and 20% for the Affected Unsecured
Creditors under the Canadian Plan and the creditors whose claims
are included in class 4 of the U.S. Plan.

                      Liquidation Analysis

The Monitor believes that if the Plans are not implemented, the
most likely alternative would be a liquidation of the assets
under the CCAA, the Bankruptcy and Insolvency Act, the relevant
provisions of the Bankruptcy Code or other statutes and the
distribution of the net proceeds of the realization to creditors
in accordance with their respective priorities.  The Monitor says
it has assisted the Applicants in preparing an estimate of the
net realizable value of their assets assuming realization
proceedings, based on the assets and liabilities as they appear
in the financial records of the Applicants as at December 31,
2008.

The analysis assumes that the liquidation would be carried out
through a combination of sales of certain parts of the business
on a going concern basis, an orderly wind down of the operations,
and the liquidation of the remaining assets.

According to the Monitor, the liquidation analysis was compiled
without taking into consideration the potential recoveries from
transactions that could be considered as fraudulent conveyances
and preferences or other pre-commencement reviewable or voidable
transactions.  The Monitor explains that:

  * The potential recoveries, if any, are uncertain in view of
    the fact that they represent contingent litigation claims;
    and

  * There is no differential treatment in the potential
    recovery, between a liquidation and the Plans.  The
    potential recovery is not quantified under either scenario,
    namely the liquidation or the Plans, and the recovery under
    each of the scenarios, if any, accrues to the benefit of the
    creditors.  The Applicants believe that due to the
    characteristics and the nature of the recourse, the benefit
    of the recovery, if any, would not accrue to the creditors
    whose claims fall in Class 3 under the U.S. Plan, in a
    liquidation scenario.

The Monitor says the analysis indicates that it is expected that
in the event that the Plan is not accepted by the Affected
Creditors and liquidation ensues, the recovery for the unsecured
creditors would be small.  The liquidation analysis suggests that
in a context of liquidation, the amount available to the
unsecured creditors, in the "higher recovery" scenario, would
vary from 0% to 9% in respect of each of the Petitioners, except
for Quebecor World Systems Inc., for which the recovery is
estimated to be 33%, although this amount is redistributed to
other entities.

A full-text copy of the Monitor's Analysis Report is available
for free at http://ResearchArchives.com/t/s?3de5

                      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: Riverside Balks at Plan's Third-Party Releases
--------------------------------------------------------------
Riverside Claims, LLC, asserts that in order for a plan of
reorganization to be confirmed, the plan proponent must show that
its plan has satisfied each of the requirements of Section
1129(a).  If Subsection (a)(8) of Section 1129 is not met, in a
cram down scenario, it must also prove that its plan meets the
requirements of Section 1129(b).

Riverside tells the U.S. Bankruptcy Court for the Southern
District of New York that the Plan of Reorganization for Quebecor
World (USA) Inc., and its U.S. affiliates cannot meet the
requirements of Sections 1129(a)(1) and (a)(7), may not meet the
requirements of Section 1129(a)(3) and also, if applicable, cannot
meet the cram down provisions of Section 1129(b), as the Plan is
presently drafted.

Michael E. Emrich, Esq., at ReGen Capital, LLC, in New York,
asserts that Section 1129(3)(1) is not met because the third
party releases provided under Plan violate Sections 524(e) and
105(a) and the convenience class violates the classification
requirements of Section 1122(b).

Mr. Emrich also asserts that Section 1129(a)(7)(A) will not be met
given the Liquidation Analysis' unreasonable, incorrect or
inaccurate assumptions, particularly with respect to its
exclusion of the Noteholders' Action, and Riverside would not
receive as much under the Plan as it would in a Chapter 7
liquidation scenario if reasonable, correct and accurate
assumptions are in fact made with respect to the preparation of
the Liquidation Analysis.  Moreover, he complains, the
Liquidation Analysis has not been amended or modified to consider
the impact of the offer made by R.R. Donnelley & Sons Company,
and the effect or that offer on distributions to creditors in a
hypothetical Chapter 7 proceeding.

In the event that an Impaired Class of creditors votes against
the Plan, the Plan should not be confirmed under the "cram down"
provisions of Section 1129(b) because (i) the holders of
interests in the junior Class 7, which is composed of "Debtor
Interests;" are to retain their interests under the Plan
apparently without providing new value in exchange for doing so
and (ii) the more senior holders of Class 3 and Class 4 claims
are Impaired and not being paid in full under the Plan, Riverside
argues.  Accordingly, Mr. Emrich asserts, the "absolute priority
rule" of Section 1129(b)(2)(B)(ii) cannot be met.

                      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: Moody's Downgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating and probability of default rating to B2
from B1 following the company's decision to up-size its secured
debt by $125 million.  At the same time, ratings of the company's
$450 million 3-year term loan (upsized from $325 million) is now
rated B1 as is its $350 million 3-year ABL revolving credit
facility ($100 million expected to be drawn at closing); both
secured credit facilities had previously been rated Ba3.

Moody's noted that the above ratings continue to be preliminary
and are based on the capital structure currently contemplated by
the company.  Should the final structure and related terms and
conditions differ from current expectations, the ratings may be
subject to revision.  The rating assessment also assumes that
financial covenants are set at levels that do not restrict QWI's
access to the $350 million 3-year ABL revolving credit facility
over the near-to-mid term.  Moody's continues to expect QWI's
liquidity to be adequate and supportive of the B2 CFR, although
confirmation that financial covenants provide the requisite
flexibility will be a key component of Moody's confirmatory review
of the transaction.

Rating and Outlook Actions:

Issuer: Quebecor World, Inc.

  -- Probability of Default Rating, downgraded to B2 from B1

  -- Corporate Family Rating, downgraded to B2 from B1

  -- Senior Secured Revolving Credit Facility, downgraded to
     B1(LGD3, 33%) from Ba3 (LGD3, 31%)

  -- Senior Secured Term Credit Facility, downgraded to B1 (LGD3,
     33%) from Ba3 (LGD3, 31%)

  -- Outlook, Unchanged at Stable

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

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc. is
one of the world's largest commercial printers.


QVC INC: Obtains Covenant Relief, Extension of Credit Facilities
----------------------------------------------------------------
Liberty Media Corporation and QVC, Inc. announced the extension of
debt maturities until March 2014.

Concurrent with the closing of amendments to the $5.25 billion in
bank credit facilities at QVC, Liberty Media retired $750 million
of loans at par and QVC cancelled another $18 million of unfunded
commitments at no cost.  The remaining $4.48 billion bank credit
facility will mature in six tranches between June 2010 and March
2014; 11% of the outstanding principal will be due in 2010; 16% in
2011; 9% in 2012; 9% in 2013; and 55% in 2014.

Lenders consenting to the amendments, which represent
$4.998 billion in commitments, received modified terms, including
interest rates equal to LIBOR plus a margin that varies between
350 and 550 basis points, depending on the tranche maturity.
QVC's maximum leverage ratio covenant has been reduced to 3.9x
from 4.0x through March 30, 2010; 3.75x through March 30, 2011;
3.50x through March 30, 2012; and 3.0x thereafter.  The loans are
secured by the stock and certain assets of QVC and certain of its
subsidiaries.

Loans held by non-consenting lenders, which represent $252 million
in commitments, will remain under the pricing terms of the
previous credit facilities, with such debt maturing in 2011. Non-
consenting lenders will continue to receive a maximum interest
margin of LIBOR plus 100 basis points.

Cash used to retire the $750 million of loans came from a
combination of $250 million in cash from QVC, $250 million in cash
attributed to the Liberty Entertainment group and $250 million in
cash attributed to the Liberty Capital group.  The cash from the
Liberty Entertainment group and the Liberty Capital group was
provided pursuant to secured intergroup loan transactions
authorized by the Liberty Media Board of Directors.  The loans are
secured by various public stocks attributed to the Liberty
Interactive group, accrue interest at a rate of LIBOR plus 500
basis points and are due June 16, 2010.

"We are pleased to complete the extension of QVC's bank debt,"
said Greg Maffei, President and CEO of Liberty.  "The new terms
enhance QVC's capital structure and provide us with further
financial flexibility to operate in this retail environment.  Our
ability to refinance this debt is reflective of the strength of
and confidence in QVC's business."

                  About Liberty Media Corporation

Liberty Media Corporation owns interests in a broad range of
electronic retailing, media, communications and entertainment
businesses.  Those interests are attributed to three tracking
stock groups: (1) the Liberty Interactive group, which includes
Liberty's interests in QVC, Provide Commerce, Backcountry.com,
BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp, and Expedia,
(2) the Liberty Entertainment group, which includes Liberty's
interests in The DIRECTV Group, Inc., Starz Entertainment, Game
Show Network, LLC, WildBlue Communications, Inc., and Liberty
Sports Holdings LLC, and (3) the Liberty Capital group, which
includes all businesses, assets and liabilities not attributed to
the Interactive group or the Entertainment group including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball
Club, Inc., and TruePosition, Inc., Liberty's interest in SIRIUS
XM Radio, Inc., and minority equity investments in Time Warner
Inc. and Sprint Nextel Corporation.


RAILAMERICA INC: Moody's Assigns 'B1' Rating on $700 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to RailAmerica,
Inc.'s proposed $700 million of senior secured notes due 2017.  At
the same time, Moody's has assigned a B1 Corporate Family Rating
and a B1 Probability of Default Rating to the company, and a
Speculative Grade Liquidity Rating of SGL-3.  The ratings outlook
is stable.

RailAmerica's B1 Corporate Family Rating reflects the company's
high debt levels relative to its size, and the expectation that
debt levels will only begin to moderate when macroeconomic factors
affecting the company's demand experience significant improvement.
Moody's anticipates that freight volumes at RailAmerica will
decline through 2009, similar to trends expected in the entire
railroad sector, which will result in softening levels of revenue
over the near term.  As such, RailAmerica's credit metrics --
leverage and interest coverage in particular -- will likely be
somewhat weak for its B1 rating.  However, despite the weak demand
scenario, Moody's expects that the company will report operating
margins in excess of 20%, with moderate levels of positive free
cash flow that will likely ensue.  This should allow the company
to repay a modest amount of debt over the next two years, and
possibly improve leverage and coverage metrics to levels
commensurate with the B1 rating.  Moody's also considers
positively management's ability to achieve operational
improvements since Fortress' acquisition of RailAmerica in 2007,
which supports expectations that the company will be able to
maintain its relatively strong operating margins.

RailAmerica's Speculative Grade Liquidity Rating of SGL-3 reflects
Moody's assessment that the company will maintain an adequate
liquidity profile over the coming 12 months.  A stable base of
cash flow generated by operations offsets what Moody's believes to
be the relatively small revolving credit facility being
contemplated in the refinancing structure.  Moody's estimates that
RailAmerica will generate moderate levels of positive free cash
flow through 2010, even under a more stressful volume scenario.
There are essentially no scheduled debt payments over the near
term, although Moody's expects that the company will use a
substantial portion of excess cash flows to repay debt, resulting
in only modest cash balances.  Moody's views the $40 million
revolver as adequate for current cash flow expectations, but
relatively small compared to the size of the company and potential
for seasonal working capital swings and cyclicality inherent in
the railroad business.

The stable ratings outlook reflects Moody's expectations that,
despite continued weakness in demand for rail services that will
result in a softening of the company's sales levels, RailAmerica
will be able to sustain operating margins in excess of 20% through
2010, while generating free cash flow in excess of $10 million
annually over this period.  This should allow the company to repay
modest amounts of debt over the next 12-18 months, improving
credit metrics, although not to levels likely warranting upward
rating movement in the near term.

Ratings could be lowered if continued weakening in freight demand
results in deteriorating pricing to accompany falling volumes over
the near term.  Moody's believes that operating margins that fall
substantially below 20% for a prolonged period of time during such
a period of depressed revenues could result in a significant drop
in free cash flow, and materially hinder the company in its
ability to reduce debt through discretionary prepayments.  Metrics
such as Debt/EBITDA in excess of 5.5 times, retained cash flow of
less than 7% of debt, or EBIT/Interest approaching 1.1 times could
pressure rating downward.  The ratings or their outlook could be
revised upward if the company can resume revenue growth as freight
demand recovers, while maintaining operating margins in excess of
25% and generating levels of free cash flow to repay material
amounts of debt.  Specifically, credit metrics such as Debt/EBITDA
approaching 4 times or EBIT/Interest in excess of 2 times would
likely warrant upward rating consideration.

Assignments:

Issuer: RailAmerica, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3,
     48%)

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: RailAmerica, Inc.

  -- Outlook, Stable

RailAmerica, Inc., headquartered in Jacksonville, Florida, owns
and operates a portfolio of 40 short-line and regional railroads
throughout the U.S. and Canada.


RAILAMERICA INC: S&P Assigns Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Jacksonville, Florida-based RailAmerica
Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB-' rating to the company's
$700 million seven-year senior secured notes due 2017, as well as
a '2' recovery rating, indicating substantial (70%-90%) recovery
of principal in the event of a payment default.  All ratings are
based on preliminary offering statements and are subject to review
on final documentation.  The company will use the proceeds to
refinance existing term loans.  At the completion of the note
offering, total lease-adjusted debt is $812 million.

The ratings on RailAmerica reflect the company's aggressive
financial profile and near-term pressures on rail traffic caused
by the U.S. recession.  The company's position as one of the
largest short line railroad companies in the U.S., with a diverse
mix of customers and end markets and its participation in the
relatively stable North American freight railroad industry,
somewhat offset these weaknesses.

In the near term, S&P expects volumes to continue to decline for
the duration of 2009, though at a slower pace during the latter
half of the year.  Despite weak volumes and earnings pressures,
S&P expects RailAmerica to continue to generate free cash flow,
albeit at lower levels than the previous year.

"Given the weak operating environment and weaker cash flow, S&P
does not consider an outlook revision to positive likely over the
near term," said Standard & Poor's credit analyst Anita Ogbara.
"Alternatively, S&P could revise the outlook to negative if a
greater-than-expected earnings deterioration or a change in
financial policy results in funds from operations to total debt
falling below 10% and debt to capital consistently exceeding 70%,"
she continued.


RAYMOND TICH LU: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Raymond Tich Lu
               Cynthia Huynh Lu
               8334 Bella Famiglia Ave
               Las Vegas, NV 89178

Bankruptcy Case No.: 09-20211

Chapter 11 Petition Date: June 15, 2009

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

Debtors' Counsel: Edward S. Coleman, Esq.
                  Coleman Law Associates
                  9708 South Gilespie Street, Ste A-106
                  Las Vegas, NV 89183
                  Tel: (702) 699-9000
                  Fax: (702) 699-9006
                  Email: mail@coleman4law.com

                  C. Andrew Wariner, Esq.
                  Coleman Law Associates
                  9708 South Gilespie Street, Ste A-106
                  Las Vegas, NV 89183
                  Tel: (702) 699-9000
                  Fax: (702) 699-9006
                  Email: mail@coleman4law.com

Total Assets: $1,842,950

Total Debts: $2,752,687

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/nvb09-20211.pdf

The petition was signed by the Joint Debtors.


REVETT MINERALS: Restructures $4.3MM Trafigura Note Due June 30
---------------------------------------------------------------
Revett Minerals Inc. has reached an understanding with Trafigura
AG to restructure the US$4.3 million interest bearing note which
is due June 30, 2009.  The Company has agreed to a partial
principal repayment with the possibility of converting a portion
of the remaining principal into common equity, subject to
regulatory approval.  Upon working out a definitive agreement, the
remaining principal balance, if any, will extend out beyond
December 31, 2009.

John Shanahan, Revett President and CEO stated, "We are very
pleased to be near to concluding an agreement with this important
stakeholder in Revett.  Trafigura AG remains an important long
term partner and we are delighted with the confidence that they
have shown in our future and our ability to operate in the current
difficult economic times."

Based in Spokane Valley, Washington, Revett Minerals, through its
subsidiaries, owns and operates the currently producing Troy Mine
and development-stage Rock Creek Project, both located in
northwestern Montana, USA.  The proven reserves at the Troy Mine
and significant resources at the Rock creek project will form the
basis of our plan to become a solid mid-tier base and precious
metals producer.  Revett plans on expanding production through
exploration in and around its current properties, as well as
through targeted business combinations of advanced stage projects.


REGATTA BAY: Chapter 11 Plan Held to be Fair & Equitable
--------------------------------------------------------
WestLaw reports that the provision of a Chapter 11 plan that
delayed a judgment creditor's enforcement of its rights against
the owners of the debtor-limited liability company for
approximately two and one-half years was fair and equitable, as
required for the confirmation of the plan despite its rejection by
the creditor class to which the judgment creditor belonged.  The
debtor's owners were to contribute $400,000 to the debtor to
effectuate the plan, which was essential to the plan's success and
the resulting full payment of all creditors.  The judgment
creditor's enforcement of its judgment against the owners,
however, would impair the owners' ability to make that
contribution, thereby jeopardizing the plan's likelihood of
success and making it likely that there would be no recovery by
the unsecured creditors.  In re Regatta Bay, LLC, --- B.R. ----,
2009 WL 1609388 (Bankr. D. Ariz.).

Regatta Bay, LLC, sought Chapter 11 protection (Bankr. D. Ariz.
Case No. 08-10838) on August 20, 2008, and is represented by David
W. Engelman, Esq., at Engelman Berger, P.C., in Phoenix.  Regatta
Bay estimated its assets and liabilities between $10 million and
$50 million when it filed its Chapter 11 petition.


RH DONNELLEY: Files 13-Week Rolling Cash Forecast
-------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates submitted to
the U.S. Bankruptcy Court for the District of Delaware their
initial monthly operating report containing these documents:

  (1) 13-week rolling cash forecast, a full-text copy of which
      is available for free at:

              http://bankrupt.com/misc/RHD13wkfrcst.pdf

  (2) certificates of insurance, copies of which are available
      for free at http://bankrupt.com/misc/RHDInsCert.pdf

  (3) a list of retainers paid to professionals, available for
      free at http://bankrupt.com/misc/RHDProRets.pdf

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: Proposes to Employ Grubb & Ellis as Consultant
------------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Grubb & Ellis Company as real estate consultant nunc pro
tunc to the Petition Date.

The Debtors engaged Grubb & Ellis in April 2009 as their agent
for real property transactions.  Since that time, Grubb & Ellis'
professionals have worked closely with the Debtors' management
team and the Debtors' other professionals and have become
acquainted with the Debtors' business operations.  The Debtors
believe that Grubb & Ellis's services are necessary for them to
effectively manage their real estate assets.

As the Debtors' real estate consultant, Grubb & Ellis will:

  a. negotiate with landlords and their agents with respect to
     lease modifications and present proposed transactions for
     the Debtors' approval;

  b. assist the Debtors in implementing and negotiating
     lease restructures;

  c. provide general lease restructuring advice, including
     forming Broker Opinions of value, writing Recommendation
     Reports and landlord letters;

  d. assist in communication and negotiation with the
     Debtors' constituents, including creditors, employees,
     vendors, shareholders, and interested parties in connection
     with the Chapter 11 cases relative to the Debtors' leases;
     and

  e. negotiate with and solicit offers from prospective
     relocation alternatives.

The Debtors will pay Grubb & Ellis if it negotiates a lease
modification that results in a rent reduction:

  -- 10% of the total cash savings to be realized by the Debtors
     during the then-remaining base term if the Total Cash
     Savings are between zero and $249,999;

  -- nine percent if the Total Cash Savings are between $250,000
     and $749,999; and

  -- eight percent if the Total Cash Savings are over $750,000.

In addition to the Incentive Fee, the Debtors will reimburse
Grubb & Ellis for any reasonable and necessary fees up with a cap
at $1,400 for any individual site.  The Debtors will also
indemnify Grubb & Ellis in connection with its services.

Steven Monroe, senior vice president of Grubb & Ellis, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Court.


RH DONNELLEY: Proposes to Employ Sitrick as Consultant
------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Sitrick and Company, Inc., as corporate communications
consultant, nunc pro tunc to the Petition Date.

In light of the size of their Chapter 11 cases, the Debtors say
that they require the services of seasoned and experienced
corporate and crisis communications consultant, and one that is
familiar with their business operations and the Chapter 11
process.  The Debtors contend that Sitrick is particularly well
suited to serve as the their corporate communications consultant.
During the period leading up to the Petition Date, the Debtors
disclose that Sitrick worked closely with them to develop a
comprehensive communications strategy and materials, which were
used in the public announcement of the Chapter 11 cases.

The Debtors believe that in having a corporate communications
consultant, other professionals in the Chapter 11 Cases and
company officers who might otherwise handle corporate
communications matters will be able to focus better on their
competencies and their core tasks to efficiently and effectively
manage the Debtors' business operations and to facilitate a
successful Chapter 11 process.

As the Debtors' communications consultant, Sitrick will write and
distribute press releases, and consult on public relations
strategy, media relations and media monitoring in connection with
the Chapter 11 cases.

The Debtors will pay Sitrick its standard hourly rates, which
range from $185 to $850, depending on the particular
professional.  Sitrick has received a refundable retainer fee of
$160,000.  When the Retainer has been exhausted, additional time
charges will be billed as incurred.  In addition, Sitrick has
received an expense advance of $10,000 to cover reasonable and
necessary out-of-pocket expenses incurred.  When the Expense
Advance has been exhausted, additional time charges will be
billed as incurred.

The Debtors agreed to defend, indemnify and hold Sitrick harmless
from and against any loss, damage, liability, claim, demand,
action, cost and expense resulting from claims made against
Sitrick by any third party which arise out of or in connection
with the certain services to be rendered by Sitrick.

Michael S. Sitrick, the chairman and chief executive officer of
Sitrick, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: Proposes to Hire Young Conaway as Counsel
-------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor as their
bankruptcy co-counsel, nunc pro tunc to the Petition Date.

According to Mark W. Hianik, Esq., the Debtors' senior vice
president, general counsel, and corporate secretary, Young
Conaway has discussed the division of responsibilities with
Sidley Austin LLP, the Debtors' proposed lead counsel, and will
make every effort to avoid duplication of efforts.  He says Young
Conaway's knowledge, expertise, and experience practicing before
the Court will enable it to work in an efficient and cost-
effective manner on behalf of the Debtors' estates.

Additionally, in preparing for the Debtors' cases, Young Conaway
has become familiar with the Debtors' businesses and affairs and
many of the potential legal issues that may arise in the context
of the Chapter 11 cases, Mr. Hianik says.  Accordingly, the
Debtors believe that Young Conaway is uniquely qualified to
represent them as co-counsel in their Chapter 11 cases and will
do so in a most expedient manner.

As the Debtors' co-counsel, Young Conaway will:

  a. provide legal advice with respect to the Debtors' powers
     and duties as debtors-in-possession in the continued
     operation of their business and management of their
     properties;

  b. pursue confirmation of the Plan and approval of the
     corresponding solicitation procedures and disclosure
     statement;

  c. prepare on behalf of the Debtors necessary applications,
     motions, answers, orders, reports and other legal papers;

  d. appear in Court and otherwise protecting the interests
     of the Debtors before the Court; and

  e. perform all other legal services for the Debtors which
     may be necessary and proper in these proceedings.

The Debtors will pay Young Conaway on an hourly basis and
reimburse the firm of its actual, necessary expenses and other
charges.  The principal attorney and paralegal designated to
represent the Debtors and their standard hourly rates are:

    Robert S. Brady, Esq.                   $610
    Edwin J. Harron, Esq.                   $560
    Edmon L. Morton, Esq.                   $480
    Donald K. Bowman, Jr., Esq.             $325
    Kenneth J. Enos, Esq.                   $310
    Casey Cathcart, paralegal               $155

Robert S. Brady, Esq., a partner in Young Conaway Stargatt &
Taylor LLP assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: Seeks to Employ KPMG as Tax Consultants
-----------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ KPMG LLP as their tax consultants, nunc pro tunc to the
Petition Date.

The Debtors require the services of a seasoned and experienced
auditor and tax consultant that are familiar with their
businesses and operations and the Chapter 11 process.

In the course of performing services for the Debtors over the
past years, KPMG has developed significant institutional
knowledge related to, and an intimate understanding of, the
Debtors' businesses, finances, operations, systems and capital
structure.  Accordingly, retaining KPMG is an efficient and cost
effective manner in which the Debtors may obtain the requisite
services, the Debtors submit.

As the Debtors' tax consultants, KPMG will perform audit, tax
consulting, and tax compliance services.

A. Audit Services

  a. An integrated audit, consisting of an audit of the
     consolidated balance sheets of Debtors R.H. Donnelley, Dex
     Media West, and Dex Media, Inc., as of December 31, 2009
     and 2008, the related consolidated statements of operations
     and comprehensive income, changes in shareholders' equity,
     and cash flows for each of the years in the three-year
     period ended December 31, 2008, and an audit of the
     internal control over financial reporting as of
     December 31, 2009;

  b. For the quarters ended March 31, 2009, June 30, 2009, and
     September 30, 2009, reviews of accounting and financial
     data of RHD, DMI and DMW in accordance with certain filing
     requirements under the Securities Exchange Act of 1934;

  c. Audit of the consolidated balance sheets of RHDI as of
     December 31, 2009 and 2008, the related consolidated
     statements of operations and comprehensive income, changes
     in shareholder's equity, and cash flows for each of the
     years in the two-year period ended December 31, 2009;

  d. Audit of the consolidated balance sheets of DME as of
     December 31, 2009 and 2008, the related consolidated
     statements of operations and comprehensive income, changes
     in owner's equity, and cash flows for each of the years in
     the two-year period ended December 31, 2009; and

  e. Provide other reports as requested, including debt
     compliance letters as required by the Debtors' various
     credit agreements and indenture.

B. Tax Consulting Services

  a. Review and analysis of tax issues that arise from certain
     debt restructuring options, including cancellation of debt
     income projections and tax attribute reduction and
     utilization calculations;

  b. Review of any tax analysis included in any financial models
     prepared by Debtors' advisors;

  c. Assist Debtors in evaluation of the tax implications of
     certain changes to Debtors' corporate structure and review
     the effect of such changes on Debtors' effective tax rate
     and tax attribute utilization;

  d. Provide tax advice concerning whether Debtors have
     experienced one or more ownership changes within the
     meaning of Section 382 of the Internal Revenue Code of 1986
     during the period from January 31,2006 through March 31,
     2009;

  e. Provide assistance with respect to Debtors annual Section
     382 limitation, net unrealized built-in gain/loss position
     and recognition of any built-in gains or losses; and

  f. Estimate fair market value of the total assets of certain
     legal entities as of any ownership change date;

C. Tax Compliance Services

  a. Provide federal and state tax compliance and related tax
     consulting services to Debtors for the 2008 tax year;

  b. File approximately 967 sales and use tax returns for the
     2009 tax year;

  c. Compute Debtors' state allocation and apportionment factors
     for the 2008 tax year;

  d. Amend approximately 14 federal and 162 state returns in
     various years between 2001 and 2006 as a result of IRS
     audit and other non-audit adjustments; and

  e. Prepare federal and state or local estimates for June 2009,
     September 2009 and December 2009.

The Debtors will pay KMPG's professionals according to these
hourly rates:

A. Audit Services

  Partners                   $500 to $700
  Senior Managers                 400
  Managers                        325
  Senior Associates               250
  Associates                      200

B. Tax Consulting Services

  Partners                   $360 to $720
  Senior Managers             330 to 660
  Managers                    280 to 560
  Senior Associates           210 to 420
  Associates                  130 to 260

C. Tax Compliance Services

  National Office Partner        $700
  Partners                        290
  Senior Managers                 250
  Managers                        190
  Senior Associates               140
  Associates                      110

KPMG's fees for integrated audit services are $1,750,000.  In
addition, KPMG estimates that procedures over the tax provision
and related accounts will be an additional $250,000 billed on an
hourly basis.  The Debtors will also reimburse KPMG for any
necessary out-of-pocket expenses.

H. Paul Chapman, a partner at KPMG, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: To Hire Lazard Freres as Investment Bankers
---------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Lazard Freres & Co. to perform investment
banking services nunc pro tunc to the Petition Date.

As the Debtors' investment banker, Lazard Freres will:

  a. review and analyze the Debtors' business, operations and
     financial projections;

  b. evaluate the Debtors' potential debt capacity in light of
     their projected cash flows;

  c. assist in the determination of a capital structure for the
     Debtors;

  d. assist in the determination of a range of values for the
     Debtors on a going concern basis;

  e. assist the Debtors on tactics and strategies for
     negotiating with the Stakeholders;

  f. render financial advice to the Debtors and participate in
     meetings or negotiations with the Stakeholders and rating
     agencies or other appropriate parties in connection with
     any Restructuring;

  g. advise the Debtors on the timing, nature and terms of new
     securities, other consideration or other inducements to be
     offered pursuant to the Restructuring;

  h. advise and assist the Debtors in evaluating potential
     financing transactions, and, subject to Lazard's agreement
     to act, and, if requested by Lazard, to execution of
     appropriate agreements, on behalf of the Debtors, contact
     potential sources of capital and assist the Debtors in
     implementing the financing;

  i. assist the Debtors in preparing documentation within
     Lazard's area of expertise that is required in connection
     with the Restructuring;

  j. assist the Debtors in obtaining an amendment or waiver of
     one or more covenants related to, associated with or
     resulting from the reporting of the Debtors' financial
     results;

  k. attend meetings of the Debtors' Board of Directors and its
     committees with respect to matters on which Lazard has been
     engaged to advise the Debtors;

  l. provide testimony, as necessary, with respect to matters on
     which Lazard has been engaged to advise the Debtors in any
     proceeding before the Bankruptcy Court; and

  m. provide the Debtors with other financial restructuring
     advice.

The Debtors will pay Lazard:

  -- a $200,000 monthly fee;

  -- $15,000,000 in connection with any restructuring that is to
     be completed through a prepackaged or pre-arranged plan of
     reorganization or $13,000,000 payable in connection with
     any restructuring that is not a pre-arranged Plan; and

  -- a financing fee in the event that Lazard is asked by the
     Debtors to act as an agent or underwriter in connection
     with a financing transaction.

Unless otherwise agreed in writing, the total fees payable by the
Debtors to Lazard Freres for any or all services contemplated
under the Lazard Agreement will be capped at (i) $19,000,000 in
the case of a pre-arranged Plan or (ii) $17,000,000 for
circumstances not involving a pre-arranged Plan.

In addition to any fees that may be payable to Lazard and,
regardless of whether any transaction occurs, the Debtors will
promptly reimburse Lazard for all (i) reasonable expenses and
(ii) other reasonable fees and expenses including expenses of
counsel, if any, which are approved by the Debtors in advance.

The Debtors will indemnify, hold harmless and defend Lazard
Freres and its affiliates and their directors, officers, members,
employees, agents and controlling persons of both Lazard and its
affiliates for any loss, claim, damage, liability or expense
relating to, arising out of or in connection with Lazard's
engagement by the Debtors.

Prior to the Petition Date the Debtors paid Lazard $8,400,000 in
fees and reimbursed $66,467 in expenses.  As of the Petition
Date, Lazard did not have a prepetition claim against the Debtors
for unpaid fee or expense amounts, the Debtors relate.

David S. Kurtz, Esq., a managing director of Lazard Freres,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: To Hire Sidley Austin as Bankruptcy Counsel
---------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Sidley Austin LLP as their general
reorganization and bankruptcy counsel, nunc pro tunc to the
Petition Date.

Mark W. Hianik, Esq., the Debtors' senior vice president, general
counsel, and corporate secretary, tells the Court that the
Debtors' cases are complex and needs a counsel with extensive
experience in litigation, corporate, real estate, labor and
employment, employee benefits, intellectual property, banking,
and tax law.  Sidley Austin, he relates, has a global corporate
reorganization and bankruptcy practice composed of roughly 60
attorneys, plus attorneys in numerous other principal areas of
practice that have sub-specialties in bankruptcy-related issues.
The firm is frequently retained to act as general bankruptcy
counsel in complex Chapter 11 cases commenced in the District of
Delaware, including:

  -- Smurfit-Stone Container Corp.,
  -- Pliant Corp.,
  -- Merisant Worldwide, Inc.,
  -- Tribune Company,
  -- Hilex Poly Co.,
  -- Pliant Corp.,
  -- Meridian Automotive Systems-Composite Operations,
  -- The Flintkote Co. and Flintkote Mines Ltd.,
  -- Federal-Mogul Global Inc., and
  -- Owens Corning.

In the months leading up to the Petition Date, Sidley advised the
Debtors on restructuring and insolvency issues, including factors
pertinent to the commencement of the Chapter 11 Cases, as well as
on general corporate, banking, insurance, labor and employment,
and tax matters, and in so doing, Sidley has become intimately
familiar with the Debtors and their affairs, Mr. Hianik says.

As the Debtors' counsel, Sidley Austin will:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors'
      estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, attend Court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval
      of a disclosure statement, soliciting votes in support of
      plan confirmation, and securing confirmation of the plan;

  (f) perform any and all other legal services for the Debtors
      in connection with these Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (g) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their articles of incorporation, by-
      laws, material contracts, and matters involving the
      fiduciary duties of the Debtors and their directors and
      officers;

  (h) provide legal advice and legal services with respect to
      litigation, tax, and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (i) render other services as may be in the best interests of
      the Debtors and all other necessary or appropriate legal
      services in connection with the Chapter 11 Cases.

On January 5, 2009, Sidley received $500,000 from the Debtors and
the outstanding fees and expenses owed by the Debtors were
approximately $173,738, and the balance, aggregating $326,262,
was an advance payment retainer.  The Advanced Payment Retainer
was supplemented by additional advance payments of:

   Date                  Payment Amount
   ----                  --------------
   March 10, 2009          $1,117,053
   March 23, 2009            $449,319
   April 10, 2009            $419,161
   April 24, 2009            $363,390
   April 30, 2009            $395,823
   May 7, 2009               $450,000
   May 12, 2009              $500,000
   May 20, 2009              $400,000
   May 26, 2009              $350,000

The Advance Payment Retainer was allocated prior to the Petition
Date to time spent and expenses incurred prior to the Petition
Date, including both expenses that were recorded prior to the
Petition Date and those which were recorded after the Petition
Date.  To the extent that the time spent and expenses incurred
prior to the Petition Date turns out to be less than the Advance
Payment Retainer allocated prior to the Petition Date, Sidley
Austin will return the excess to the Debtors.

During the one year period before the Petition Date, the funds
received from the Debtors by Sidley for services rendered or to
be rendered in contemplation or in connection with the Chapter 11
Cases did not exceed $4,911,927.

The Debtors will pay Sidley Austin on an hourly basis and
reimburse reasonable and necessary out-of-pocket expenses.  The
hourly rates of Sidley's bankruptcy and other professionals and
para-professionals range from $90 to $925.

Paul S. Caruso, Esq., a partner at Sidley Austin, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors' estates in matters upon which it is to be
engaged, and is a "disinterested person" within the meaning of
Section 101 (14) of the Bankruptcy Code.

                      About R.H. Donnelley

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

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

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

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


RH DONNELLEY: RR Donnelley & 4 Others Named to Creditors Panel
--------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, acting United States Trustee for Region 3, appointed
five members to the Official Committee of Unsecured Creditors in
R.H. Donnelley Corporation and its debtor affiliates' Chapter 11
cases:

  (1) Communication Workers of America
      Attn: T. Daley
      501 Third Street, NW
      Washington, DC 20001
      Phone: 202-434-9515

  (2) RR Donnelley & Sons Company
      Attn: Daniel Pevonka
      3075 Highland Pkwy.
      Downers Grove, IL 60515
      Phone: 630-322-6931
      Fax: 630-322-6052

  (3) Web.com Holding Company
      Attn: Kevin M. Carney
      12808 Gran Bay Pkwy. West,
      Jacksonville, FL 32258
      Phone: 904-680-6623
      Fax: 904-880-0350

  (4) The Bank of New York Mellon, as Indenture Trustee
      Attn: Bridget M. Schessler
      525 William Penn Place, 7th Floor
      Pittsburgh, PA 15259
      Phone: 412-234-7967
      Fax: 412-236-9271

  (5) PIMCO High Yield Fund
      Attn: Arthur Y.D. Ong
      840 Newport Center Drive
      Newport Beach, CA 92660
      Phone: 949-720-6378
      Fax: 949-720-6361

The Bank of New York and Web.com Inc. are listed as one of the
Debtors' largest unsecured creditors.  BNY, as the trustee under
several indentures of senior notes issued by the Debtors before
the Petition, holds these prepetition claims:

  Indenture                                    Claim Amount
  ---------                                    ------------
  8.875% Senior Notes due 2016                $2,242,600,000
  6.875% Senior Notes due 2013                  $975,200,000

Web.com holds a $248,287 prepetition trade payable claim.

                      About R.H. Donnelley

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

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

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

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


ROBERT ALMARAZ: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robert Almaraz
        11641 Forest Grove St.
        El Monte, CA 91732

Bankruptcy Case No.: 09-25015

Chapter 11 Petition Date: June 15, 2009

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Lawrence R. Young, Esq.
                  9530 E. Imperial Hwy Ste. K
                  Downey, CA 90242
                  Tel: (562) 803-4240
                  Fax: (562) 803-0031

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
   ------                      ---------------   ------------
Bank of America                                  $33,500
PO Box 15220
Wilmington, DE 10886

Chase                                            $14,931
PO Box 15299
Wilmington, DE 19850-5299

Discovery                                        $11,280
PO Box 6103
Carol Stream, IL 60197

American Express                                 $2,285


RYLAND GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
The outlook remains negative.  S&P's '4' recovery rating on the
company's senior unsecured notes remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in the event of a
payment default.

"Our ratings on Ryland reflect very weak credit protection metrics
and profitability measures, and our expectation that for-sale
housing market conditions will remain very challenging at least
through 2009, given oversupply conditions that continue to weigh
on unit volume and pricing," said credit analyst George Skoufis.
"However, the ratings also acknowledge Ryland's sound balance
sheet management, including sufficient liquidity that is currently
supported by a meaningful cash balance that was bolstered by a
recent bond offering."

S&P expects Ryland's operations and credit ratios will remain very
weak due to continued challenging housing market conditions.  S&P
would lower the ratings if free cash flow from operations turns
negative and/or overall cash balances contract such that the
company no longer maintains sufficient liquidity to cover its
expected capital needs for the next two years.  S&P would revise
the outlook back to stable if market conditions stabilize such
that S&P believes a return to sustainable profitability is
achievable, and the company maintains adequate liquidity.


SENDTEC INC.: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SendTec, Inc.
        877 Executive Center Drive West, Suite 300
        St. Petersburg, FL 33702

Bankruptcy Case No.: 09-12519

Chapter 11 Petition Date: June 15, 2009

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

Judge: K. Rodney May

Debtor's Counsel: John D. Goldsmith, Esq.
                  Trenam, Kemker, Scharf, et al
                  2700 Bank of America Plaza
                  PO Box 1102
                  Tampa, FL 33601-1102
                  Tel: (813) 223-7474
                  Fax: (813) 229-6553
                  Email: jgoldsmith@trenam.com

                  Stephanie C. Lieb, Esq.
                  Trenam, Kemker
                  Post Office Box 1102
                  Tampa, FL 33601-1102
                  Tel: (813) 223-7474
                  Fax: (813) 229-6553
                  Email: slieb@trenam.com

Total Assets: $3,708,396

Total Debts: $17,363,732

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

           http://bankrupt.com/misc/flmb09-12519.pdf

The petition was signed by Paul Soltoff, CEO of the Company.


SENDTEC INC: PHIDS Inc. Makes Offer to Buy Assets
-------------------------------------------------
PHIDS, Inc., a "newly formed company" made an offer to purchase
substantially all of the assets and continuing operations of
SendTec, Inc., under the terms of an asset purchase agreement
which is subject to the approval of the United States Bankruptcy
Court for the Middle District of Florida.

PHIDS, which was formed for the purpose of the acquisition, has
received a commitment letter for the financing of the acquisition
from a fund managed by Cross Atlantic Capital Partners, Inc., as
well as an affiliate of Internet Capital Group, Inc. and the
following members of Sendtec's senior management: CEO and founder
Paul Soltoff, Managing Director Steven Morvay, CFO Donald Gould,
Executive Vice President Irv Brechner and Executive Vice President
Harry Greene.

PHIDS intends to concentrate on growing SendTec's established
success as a leading customer acquisition company specializing in
Search Engine Marketing and Direct Response Television services.
This includes SendTec's current full service SEM division, its SEM
Performance Consulting Group, its Search Engine Optimization Group
and its Direct Response TV media and production groups.

Completion of the transaction is subject to a variety of
conditions, including customer retention, approval of the
Bankruptcy Court, and satisfaction of the requirements for the
investors' financing.

A spokesperson for Cross Atlantic Capital Partners said, "We have
a positive outlook on the long term growth prospects of search
marketing, particularly paid search.  We believe that this
business has an impressive customer base and we are excited about
its growth potential."

               About Cross Atlantic Capital Partners

Cross Atlantic Capital Partners -- http://www.xacp.com/-- is an
international venture capital firm focused on investing in
innovative technology and technology-enabled services companies.
Through its offices in Radnor, Pennsylvania, Dublin, Ireland and
Edinburgh, Scotland, Cross Atlantic leverages its deep technology
industry insights and business acumen to provide its portfolio
companies and business partners with a distinct perspective.  With
four funds totaling nearly $500 million under management, Cross
Atlantic is closely engaged with an extensive network of resources
to nurture and grow its portfolio companies and provide superior
returns to its investors.

                   About Internet Capital Group

Internet Capital Group acquires and builds Internet software and
services companies that drive business productivity and reduce
transaction costs between firms. Internet Capital Group also
focuses on Internet marketing and services companies.  Included in
its network of partner companies are ICG Commerce, a leading
business process outsourcing company, Metastorm, a leading
provider of business process management software, and customer
acquisition platform companies such as WhiteFence and Channel
Intelligence.

                        About SendTec Inc.

Based in St. Petersburg, Florida, SendTec, Inc., is a customer
acquisition ad agency with expertise in multi-channel integrated
direct marketing.


SHAW COMMUNICATION: Moody's Rates Preferred Share at 'Ba1'
----------------------------------------------------------
Moody's Investors Service rated the senior unsecured component of
Shaw Communication Inc.'s $2.5 billion multiple seniority shelf
registration (P)Baa3 while the preferred share component was rated
(P) Ba1.  The shelf registration was filed on March 11, 2009.
Concurrently, Moody's also affirmed Shaw's existing Baa3 senior
unsecured rating along with the stable outlook.  Funds raised
pursuant to the prospectus will be neutral to the company's credit
profile based on the assumption that they will be used primarily
towards refinancing maturing debt.

Rating Actions:

Assignments:

Issuer: Shaw Communications Inc.

  -- Multiple Seniority Shelf, Assigned (P) Baa3 / (P) Ba1 [for
     senior unsecured and preferred shares respectively]

Affirmations:

Issuer: Shaw Communications Inc.

  -- Senior Unsecured Regular Bonds/Debentures, unchanged at Baa3

Outlook Actions:

Issuer: Shaw Communications Inc.

  -- Outlook, unchanged at stable

Moody's most recent rating action concerning Shaw was taken on
March 25, 2009, at which time the company's C$650 million
principal amount of 6.50% senior unsecured notes due 2014 were
rated Baa3.

Headquartered in Calgary, Alberta, Canada, Shaw Communications
Inc. is a diversified Canadian communications company whose core
business is providing cable television, Internet and telephone
service to residential consumers in specific regions provided for
in its operating licenses (offered under the Shaw brand name).
Shaw also provides television signals to residential consumers on
a national basis via satellite direct-to-home services (Star
Choice brand name).  Shaw is traded on the Toronto and New York
stock exchanges (Symbol: TSX - SJR.B, NYSE - SJR).


SIGNATURE WW RELOCATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Signature WW Relocation Inc.
        160 N. Route 303
        West Nyack, NY 10994

Bankruptcy Case No.: 23033

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Bernard Rabin, Esq.
                  220 White Plains Road
                  Tarry Town, NY 10591
                  Tel: (914) 332-4350

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.


SIX FLAGS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-----------------------------------------------------------
Moody's Investors Service changed Six Flags, Inc.'s Probability of
Default rating to D from Ca following the company's announcement
that it filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on June 13, 2009.  Moody's
will withdraw all of Six Flags' ratings shortly.

Downgrades:

Issuer: Six Flags, Inc.

  -- Probability of Default Rating, Downgraded to D from Ca

Outlook Actions:

Issuer: Six Flags, Inc., Six Flags Operations Inc. and Six Flags
Theme Parks Inc.

  -- Outlook, Changed To Stable From Negative

The downgrade of the PDR to D reflects Six Flags' bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating.  The CFR and ratings
for individual debt instruments are based on application of
Moody's Loss Given Default framework utilizing an expected 50%
family recovery rate based on a 5.0x distress multiple to
projected EBITDA of $220-$230 million for 2009.  Under the
proposed Plan Support Agreement with a steering committee of the
lenders under Six Flags Theme Parks Inc.'s senior secured credit
facility, the SFTP lenders would receive a $600 million term loan
and approximately 92% of the common stock in the reorganized
entity.  In addition, Six Flags Operations Inc. note holders would
receive approximately 7% of the reorganized common stock, and Six
Flags, Inc. senior unsecured claimants (including the guarantee of
the SFO notes) would receive approximately 1% of the reorganized
common stock.

Moody's last rating action on Six Flags was on March 13, 2009,
when it lowered Six Flags' CFR and PDR to Ca from Caa2, senior
unsecured notes to C from Caa3, and PIERS Preferred Stock to C
from Ca, SFTP's credit facility rating to Caa1 from B2, and the
SFO's note rating to Ca from Caa2.

Six Flags' 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; (iii) 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 Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk.

Six Flags, headquartered in New York City, is a regional theme
park company that operates 20 parks spread across North America.


SIX FLAGS: Chapter 11 Filing Prompts Fitch's Rating Cut to 'D'
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Six Flags, Inc.
and its subsidiaries:

Six Flags

  -- Issuer Default Rating downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR6';
  -- Preferred stock (PIERs) affirmed at 'C/RR6'.

Six Flags Operations Inc.

  -- IDR downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR6'.

Six Flags Theme Park Inc.

  -- IDR downgraded to 'D' from 'C';
  -- Secured bank credit facility affirmed at 'CCC/RR2'.

The 'D' category is the lowest rating on Fitch's rating scale.
Entities with 'D' IDRs have defaulted on all of their obligations.
Ratings may be withdrawn after 30 days have elapsed following a
default.  Fitch had previously rated the company 'C' which
reflected Fitch's belief that default of some kind was imminent or
inevitable.

Fitch applies a distressed EBITDA multiple 5.0 times (x) to its
estimate of distressed EBITDA and factors in administrative costs
in arriving at a reorganized valuation of slightly more than
$875 million.  The 'RR2' Recovery Rating for the company's secured
bank credit facility reflects Fitch's belief that 71%-90% recovery
is realistic given its priority position in the capital structure.
The 'RR6' Recovery Rating for Six Flags' and SFO's senior
unsecured debt and Six Flags' PIERs reflect Fitch expectation that
less than 10% recovery is realistic.  Fitch expects these classes
of debt to receive 0% or near 0% recovery.

The company disclosed on June 13, 2009 that it had filed a pre-
negotiated plan of reorganization as part of proceedings it had
begun under Chapter 11 of the U.S. bankruptcy code.  The company's
filing followed its unsuccessful attempt to address its capital
structure issues out of court by exchanging all of the debt at the
Six Flags' holding company to equity under an exchange offer
announced on April 17, 2009.  The exchange offer and ultimate
bankruptcy were prompted by maturities (mandatorily convertible
preferred stock [PIERs] due in 2009 and unsecured debt due in
2010) that Six Flags could not repay from internally generated
cash flow or from external sources in the credit markets.

While 2008 was a solid year for regional theme parks despite some
economic weakness and high energy prices, Fitch expects the 2009
season to be a challenging year as pressure on discretionary
consumer spending patterns could result in weaker attendance and
reduced in-park spending.  However, Fitch believes the company
should have sufficient liquidity to pay operating costs, fund
vendor payments and finance maintenance capital expenditures (the
parks are typically free cash flow positive in the summer) during
the proceedings.  Fitch does not expect the composition of the
portfolio to change materially as a result of the bankruptcy, as
theme park asset sales are not likely to command attractive prices
in this environment.  Given the traction that management has had
with the operating elements of its turnaround strategy and given
the bankruptcy is more the result of capital structure issues
rather than operating problems, Fitch would not expect
management's approach to the business to change meaningfully.
While court proceedings involve significant uncertainty, for the
same reasons described above, Fitch is not expecting a meaningful
change in the leadership team of Six Flags.

As of March 31, 2009, total debt of $2.6 billion was made up of
$1.2 billion in senior unsecured notes ($400 million at SFO),
$1.1 billion in bank debt ($835 million in term loan B and
$243 million in revolver borrowings) and approximately
$308 million in PIERs.  As of March 31, 2009, the company's
leverage of 10.1x was an improvement over 2007 year end leverage
of 13.8x.


SIX FLAGS: Proposes to Employ Paul Hastings As Counsel
------------------------------------------------------
Six Flags Inc. and its affiliates ask the U.S. Bankruptcy Court
for the District of Delaware for authority to employ Paul,
Hastings, Janofsky & Walker LLP as lead bankruptcy counsel nunc
pro tunc to the Petition Date.

Jeffrey R. Speed, executive vice president and chief financial
officer of Premier International Holdings, Inc., tells the Court
that Paul Hastings is familiar with the Debtors' business having
worked closely with the Debtors' management and other
professionals and as a result, have become well acquainted with
the Debtors' history, operations, capital structure, and related
matters.  Moreover, Paul Hastings has developed substantial
knowledge regarding the Debtors that will result in effective and
efficient services in the Debtors' Bankruptcy Cases, he adds.

As counsel, Paul Hastings will:

  (a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession while operating and
      managing their businesses and properties under Chapter 11
      of the Bankruptcy Code;

  (b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents, and
      reviewing all financial and other reports to be filed in
      these bankruptcy cases;

  (c) advise the Debtors concerning, preparing responses to
      applications, motions, other pleadings, notices and other
      papers that may be filed by other parties in these
      Bankruptcy Cases;

  (d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of financing agreements and
      related transactions;

  (e) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of those liens;

  (f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      the estates;

  (g) advise and assist the Debtors in connection with any
      potential property dispositions;

  (h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections,
      as well as lease restructurings and re-characterizations;

  (i) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan or plans of
      reorganization and related transactional documents;

  (j) assist the Debtors in reviewing, estimating, and
      resolving claims asserted against the Debtors' estates;

  (k) commence and conduct litigation necessary and
      appropriate to assert rights held by the Debtors, protect
      assets of the Debtors' chapter 11 estates, or otherwise
      further the goal of completing the Debtors' successful
      reorganization; and

  (l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

The Debtors will pay Paul Hastings in accordance with its
customary hourly rates and reimburse the firm of reasonable,
necessary out-or-pocket expenses.

Paul Hasting's hourly rates are:

  Professional                     Position      Hourly Rate
  ------------                     --------      -----------
  Paul E. Harner, Esq.             Partner           $950
  Steven T. Catlett, Esq.          Partner           $775
  Christian M. Auty, Esq.          Associate         $515
  Mary T. Weber, Esq.              Associate         $475
  Emily N. Dillingham, Esq.        Associate         $425
  Michael T. Stefanelli, Esq.      Associate         $425
  Ravi P. Pillay, Esq.             Associate         $375
  Ruth P. Rosen                    Paralegal         $320

Paul E. Harner, Esq., a member of Paul, Hastings, Janofsky &
Walker, LLP, assures the Court that his firm does not hold or
represent an interest adverse to the Debtors and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

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.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Obtains Court Nod for KCC as Claims and Notice Agent
---------------------------------------------------------------
Six Flags Inc. and its affiliates obtained approval from
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to appoint to Kurtzman Carson Consultants LLC
to perform claims, noticing and balloting functions in the
Debtors' Chapter 11 cases.

Jeffrey R. Speed, executive vice president and chief financial
officer of Premier International Holdings, Inc., relates that
thousands of creditors and other parties-in-interest involved in
the Debtors' chapter 11 cases may impose heavy administrative and
other burdens on the Court and the Office of the Clerk of Court.
To relieve the Court and the Clerk's Office of those burdens, the
Debtors propose to appoint KCC as claims, noticing and balloting
agent in these cases.

The Debtors believe that KCC's assistance will expedite service
of notices, streamline the claims administration process and
permit the Debtors to focus efficiently on the reorganization
efforts.

AS the Debtors' Claims Agent, KCC will perform various noticing,
claims management and reconciliation, plan solicitation,
balloting, disbursement and other services at the request of the
Debtors or the Clerk's Office.

KCC will, among others:

  (a) assist with creditor matrix compilation, relevant
      notice party list creation, preparation of required
      schedules and statements of financial affairs and the
      design and execution of first-day filing campaigns;

  (b) create and host a case-specific Web site to provide
      access to information and documents to creditors and the
      general public related to the Debtors' Chapter 11 cases;

  (c) create and distribute personalized claim forms to
      creditors and other interested parties;

  (d) coordinate receipt of proofs of claim filed with the
      Court, providing secure storage for all original proofs of
      claim and maintaining the official claims register;

  (e) facilitate the claims-reconciliation process by matching
      filed claims to scheduled liabilities, identifying
      duplicate and amended claims, locating wrong-debtor or
      multiple-debtor claims and generating necessary reports to
      be used as exhibits for claims objections.  When the
      necessary KCC may record claim transfers and provide
      required notice to affected parties;

  (f) implement virtual data room solutions to help expedite
      contract review, streamlining asset sales or facilitating
      legal proceedings in conjunction with the Debtors'
      restructuring;

  (g) create, manage, produce and distribute all
      notices, including placement of legal notices and
      preparation of affidavits of service for filing with the
      Court to document the distribution of notices;

  (h) assist with solicitation of votes and tabulation of
      ballots in connection with a plan of reorganization;

  (i) perform disbursement services, like designated bank
      account management, calculation of distribution amounts
      and coordination of distribution of proceeds to creditors;
      and

  (j) provide other claims as processing, noticing, balloting
      and administrative services as may be requested from time
      to time by the Debtors.

Mr. Speed tells the Court that KCC's charges will not exceed the
amounts set forth in the services agreement the Debtors and KCC
entered into, except to the extent the amounts are subject for
ordinary increase for 2010, in accordance with KCC's established
billing practices.  The Debtors have provided KCC with a security
retainer for $50,000.

A full-text copy of the KCC Services Agreement is available for
free at http://bankrupt.com/misc/sixflags_kccsvcsagrmnt.pdf

The Services Agreement is terminable by either party upon 30
days' written notice, or immediately upon written notice for
cause, including any act or omission by KCC performed with either
gross negligence or wanton misconduct that cause harm to the
Debtors' reorganization.

Michael Frishberg, vice president of Corporate Restructuring
Services of KCC, assures the Court that his firm does not hold or
represent an interest materially adverse to the Debtors' estates
and is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

In connection with the initial meeting of creditors under Section
341(a), the Debtors also asked the Court to grant authority to
KCC to serve notice of the Creditors' Meeting.

In the event any of the Chapter 11 cases convert to cases under
Chapter 7 of the Bankruptcy Code, the Debtors further ask the
Court to continue to be paid by the estates for its services
until the claims filed in chapter 11 cases have been processed
completely.  If claims agent representation is necessary in the
converted Chapter 7 cases, KCC will continue to be paid by the
estates in accordance with Section 156(c) of the Judiciary and
Judicial Procedure, Mr. Speed avers.

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.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: U.S. Trustee Schedules Sec. 341 Meeting for July 31
--------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to schedule a
meeting of creditors of Premier International Holdings, Inc., Six
Flags, Inc., and their debtor affiliates pursuant to Section 341
of the Bankruptcy Code on July 31, 2009, at 10:00 a.m.

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.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SMITTY'S BUILDING: Creditors Approve Reorganization Plan
--------------------------------------------------------
Tierney Plumb at Washington Business Journal reports that
creditors have accepted Smitty's Building Supply Inc.'s
reorganization plan.

Business Journal relates that under the plan, a distribution trust
will be formed that offers potential payouts for secured and
unsecured creditors.

According to Business Journal, Bank of America is providing
Smitty's Building with a revolving line of credit totaling
$5 million, and a term loan of $9.5 million.  The report quoted
Smitty's Buliding CEO Rick Smith as saying, "With Bank of
America's continued support through an exit loan facility,
Smitty's is successfully emerging from bankruptcy as a new company
that will continue to serve our local community."

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The Company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Andrew J.
Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and
Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in
their restructuring efforts.  Epiq Bankruptcy Solutions LLC serves
as the Debtors' claims agent.  The U.S. Trustee has appointed an
official committee of unsecured creditors in the case.
LeClairRyan represents the Creditors Committee as counsel.  When
the company filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million each.


SOUTH SOUND: U.S. Trustee Sets Meeting of Creditors for June 25
---------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in South Sound Property Development, L.L.C.'s Chapter 11 case on
June 25, 2009, at 1:00 p.m.  The meeting will be held at the
Courtroom J, Union Station, 1717 Pacific Avenue, Tacoma,
Washington.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Lacey, Washington-based South Sound Property Development, L.L.C.,
is engaged in the real estate business.

The Company filed for Chapter 11 on May 21, 2009 (Bankr. W. D.
Wash. Case No. 09-43633).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $10 million to
$50 million.


SPECTRUM BRANDS: Has $242MM Exit Financing Commitment From GECC
---------------------------------------------------------------
Spectrum Brands has received a commitment for up to $242 million
in exit financing from General Electric Capital Corporation.  The
credit facility, which will be secured by the Company's and its
U.S. subsidiaries' current assets, would replace the Company's
current $235 million debtor-in-possession credit facility on the
effective date of a Plan of Reorganization.

The financing is subject to the satisfaction of customary
conditions to closing, including, without limitation, confirmation
of the Plan of Reorganization by the bankruptcy court, the
execution and delivery of definitive documentation, compliance
with a minimum excess availability threshold and the payment of
certain fees and expenses and would be available to Spectrum
Brands to help meet its ongoing working capital needs.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


STEWART ENTERPRISES: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Stewart Enterprises, Inc.  The rating outlook is stable.

The Ba3 Corporate Family Rating benefits from a significant
portfolio of funeral and cemetery properties in leading
metropolitan markets, a track record of steady cash flow
generation and good liquidity.  The company's profitability
declined in the first half of fiscal 2009 due to lower earnings
from trust fund portfolios, declining funeral volumes and sharp
decreases in cemetery property sales.  Moody's expect year over
year profit declines in the back half of fiscal 2009 driven by the
same factors.

Financial strength metrics are modestly weak for the rating
category and have benefited from the company's purchase of about
$40 million face amount of senior debt on the open market.  The
stable outlook anticipates modest growth in profitability and
improvement in financial strength metrics during fiscal 2010 as
the US economy emerges from recession.

These ratings were affirmed:

  -- $200 million 6.25% senior notes due 2013, Ba3 (to LGD 4, 55%
     from LGD 4, 56%)

  -- $111 million senior convertible notes due 2014, Ba3 (to LGD
     4, 55% from LGD 4, 56%)

  -- $99 million senior convertible notes due 2016, Ba3 (to LGD 4,
     55% from LGD 4, 56%)

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

The last rating action on Stewart was on June 5, 2009, at which
time Moody's withdrew the Baa3 rating on the $125 million
revolving credit facility due 2009, which was replaced by a new
revolving credit facility maturing in 2012.

Stewart is the second largest provider of funeral and cemetery
products and services in the United States.  As of April 30, 2009,
the company owned and operated 219 funeral homes and 140
cemeteries in 24 states within the United States and Puerto Rico.
Stewart reported revenues of approximately $507 million in the
twelve month period ended April 30, 2009.


STOCK BUILDING: Court Confirms Plan of Reorganization
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed Stock Building Supply Holdings, LLC's Chapter 11 Plan of
Reorganization.  The confirmation order paves the way for the
company to emerge from Chapter 11 within the coming weeks.

"The Court's confirmation of our Plan is a major milestone in the
recapitalization of our business," said Joe Appelmann, Stock
Building Supply President & CEO.  "We have taken a very hard look
at our business, taking proactive steps to reshape the company and
realign it with the current market reality.  The reorganization
process will allow us to emerge as a stronger company, better
positioned to continue to deliver exceptional service to our
customers.  I want to thank all of our hardworking associates
around the country who, throughout this difficult chapter in our
history, have maintained their focus and dedication to providing
the U.S. market with the highest quality service and products."

Immediately preceding the filing of its Chapter 11
recapitalization plan, Stock disclosed a new ownership structure
under which The Gores Group owns 51% of the company and Wolseley
plc, the company's former parent company, maintains a 49% stake.
As part of the transaction, Gores has committed to invest
$75 million in the company and to provide a $125 million revolving
credit bridge facility.  Gores' investment was conditioned upon
completion of a voluntary, pre-packaged Chapter 11 process.  In
conjunction with the pre-packaged recapitalization, Stock arranged
for up to $100 million in debtor-in-possession financing from
Wolseley, but to date, this line of credit has not been drawn
upon.

In addition to facilitating the Gores Group investment, the
Chapter 11 recapitalization has enabled Stock to take the actions
necessary to focus on markets with the best prospects for growth
and ensure the company is well positioned for the housing market
upturn.

                    About Stock Building Supply

Headquartered in Raleigh, North Carolina, Stock Building Supply
Holdings LLC -- http://www.stockbuildingsupply.com/-- supplies
building products to builders, contractors and other customers in
the United States.  The Company and 25 of its affiliates filed for
Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Lead Case No.
09-11554).  Shearman & Sterling LLP and Young, Conaway, Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  The
Debtors selected FTI Consulting as restructuring consultant.  When
the Debtors' sought for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $10 million and $50 million.


TIERRA DEL SOL: Section 341(a) Meeting Set for June 22 in Florida
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Tierra Del Sol Resort, Inc. and its debtor-affiliates'
Chapter 11 cases on June 22, 2009, at 1:00 p.m.  The meeting will
be held at 6th Floor Suite 600, 135 West Central Boulevard,
Orlando, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Orlando, Florida-based Tierra Del Sol Resort, Inc., fdba Sunstone
Golf Resort Inc.

The Company and its affiliates filed for Chapter 11 on May 27,
2009 (Bankr. M. D. Fla. Lead Case No. 09-07266).  R Scott Shuker,
Esq., at Latham Shuker Eden & Beaudine LLP represents the Debtors
in their restructuring efforts.  The Debtors listed $100,000,001
to $500,000,000 in assets and $100,000,001 to $500,000,000 in
debts.


TOUSA INC: Newmark Homes Signs Deal to Acquire Houston Assets
-------------------------------------------------------------
Newmark Homes Houston, LLC, has entered into an agreement to
purchase a majority of the Houston assets of national homebuilder
TOUSA, Inc.  Newmark Homes Houston was created, and will be led,
by Newmark Homes co-founder Lonnie Fedrick as Chairman, former
TOUSA Houston President Mike Moody as President and CEO, and Jeff
Dye as Vice President of Operations.

On March 23, 2009, TOUSA, Inc., which purchased Newmark in 1999,
said that due to the severe downturn in the national housing
market, it suspended efforts nationwide to generate new build-to-
order sales.  This led to the Houston management team to begin
efforts to acquire the Newmark Houston brand.  TOUSA will complete
and sell all homes currently under construction and will provide a
third party warranty for those purchasers.

"This new company will be privately held, locally owned and
financed," says TOUSA CEO Mike Moody.  "We will continue the
tradition of building quality homes in Houston's finest
communities.  Our management team has over 70 years' combined
experience in building some of the finest homes in the Houston
market."

The new company will start 60 homes in the first 60 days of
operation which will begin June 15.  "There will be 55 TOUSA
employees who will continue their employment with the new company
after TOUSA winds down their operations.  There are also hundreds
of sub-contractors and suppliers who depend on our company for
their livelihood.  We are grateful to have the opportunity to
continue forward with this talented team of professionals," Mr.
Moody said.

Mike Inselmann, President of nationally renowned housing market
research firm Metrostudy, believes the acquisition is a good move
for the Houston investor group.  "Housing is a local industry.
These professionals have a lot of experience with the local
market; Mike Moody and Lonnie Fedrick both have a long history
with Newmark.  That coupled with the team they have put together
means that I think they will be a very successful competitor in
the Houston market."

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No.
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TYSON FOODS: To Withstand Trade Bans Cased by Viruses, Says Fitch
-----------------------------------------------------------------
Increased incidence of animal viruses and diseases; such as, H1N1
will continue to result in temporary sporadic trade bans on U.S.
proteins, according to a new report issued by Fitch Ratings.
Export markets are a significant source of cash flow for U.S.
protein processors; therefore, the negative affects of these
restrictions could significantly impair credit profiles in the
industry.

According to the report, a decline in international demand for
U.S. proteins can cause a back-up in inventory and a significant
reduction in pricing. 'Unless production levels decline to
accommodate reduced demand, a substantial decline in protein
prices is likely to occur', said Carla Norfleet Taylor, Director
at Fitch Ratings. 'Initial consumer reaction to the April 2009
outbreak of H1N1 was markedly negative and several countries
continue to ban pork products from U.S. states with confirmed
cases of the virus.'

Firms with ample financial flexibility; such as Cargill Inc. (IDR
'A/F1'; Stable Rating Outlook), significant product and client
diversification; such as Tyson Foods, Inc. (IDR 'BB'; Stable
Outlook), and numerous foreign production facilities; such as JBS
S.A. (IDR 'B+'; Stable Outlook), are best positioned to withstand
the volatility caused by ever-changing foreign import policies.
Those most vulnerable include single product firms such as
National Beef Packing Company, and those operating in financial
distress such as Pilgrim's Pride Corporation.  Fitch's current
ratings incorporate near-term volatility and the lack of
predictability associated with animal diseases and trade
restrictions.

'The last six years have been especially volatile for protein
companies due to more stringent import requirements and a
difficult cost environment,' added Wesley E. Moultrie II, Senior
Director at Fitch Ratings.  'Given that credit profiles of Tyson
and Pilgrim's were negatively affected in 2006 following rising
worldwide fears regarding the bird flu and a subsequent oversupply
of U.S. chicken, we are constantly assessing the impact of H1N1
virus on pork prices, exports and U.S. supply and demand.'


WESTFALL PENNSYLVANIA: Files for Chapter 9 Protection
-----------------------------------------------------
The town of Westfall, Pennsylvania, has filed for bankruptcy
protection under chapter 9 of the U.S. Bankruptcy Code amid a
$20 million judgment.

The Associated Press' David Porter said a decade ago, Westfall was
found to have engaged in racketeering to thwart a condo
development.  Then years later it was found to have wronged the
developer yet again, Mr. Porter said.

Mr. Porter said the judgment is 20 times the town's annual budget.

The U.S. Bankruptcy Court for the Middle District of Pennsylvania
in Wilkes-Barre will convene a hearing today on the case.

"Westfall sits where Pennsylvania, New York and New Jersey meet at
the Delaware River.  Cows no longer stop traffic on the main road
out of town, and a large home-improvement store now sits on what
used to be a cornfield, but the wooded, mountainous land bought by
developer David Katz more than 20 years ago remains largely
undisturbed," Mr. Porter said.

According to a 1994 lawsuit filed by Mr. Katz, a group of
residents who made an unsuccessful bid to buy property embarked on
a campaign to block him by gaining seats on the town's board of
supervisors and using that power to delay approvals and permits.
The lawsuit described repeated harassment.  None of the board
members named in the original lawsuit still serve on the board, AP
noted.

The township denied Katz's claims, but in 1999 a federal jury
found Westfall guilty of violating Katz's civil rights and awarded
the developer about $10 million, AP said.

Mr. Katz, according to AP, later agreed to accept less money in
return for the town providing water and sewer lines to the planned
development.  But he later sued for breach of contract and a
federal appeals court upheld a $14 million judgment in 2005.  With
interest, that figure has ballooned to more than $20 million, AP
said.

Mr. Porter noted that the legal battle has left Westfall's 2,500
residents facing the prospect of soaring tax bills even if the
town gains bankruptcy protection, something experts say is
unlikely.

Mr. Katz, who now lives in Florida, has opposed Westfall's
bankruptcy filing and said he could not comment further while the
case was unresolved, Mr. Porter said.


WIGWAM DAIRY: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Wigwam Dairy L.L.C.
        29505 W Southern Avenue
        Buckeye, AZ 85236

Bankruptcy Case No.: 09-13241

Chapter 11 Petition Date: June 15, 2009

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

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler and Associates Ltd
                  555 Skokie Blvd., #500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331
                  Email: williamlneedler@aol.com

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

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

The Debtor identified Elanco Animal Health, with a $171,00 claim,
as its largest unsecured creditor.

The petition was signed by Michael Pylman.


WILLIAM LYON: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on William Lyon Homes to 'SD' (selective default) from
'CC'.  S&P also lowered its issue-level rating on each of William
Lyon's senior unsecured debt issues to 'D' from 'C'.  S&P's '5'
recovery rating, indicating S&P's expectation of modest recovery
(10%-30%) on the unsecured notes, remains unchanged.

The rating actions follow the closing of the company's below-par
tender, which Standard & Poor's views as tantamount to a default
given the distressed financial condition of the company.  The
tender offer expired on June 5, 2009, at which time $53 million of
principal was exchanged for $15 million of cash. Following the
tender, $414 million of rated securities remain outstanding.

S&P will continue to rate William Lyon so long as sufficient
information is made available to us, and S&P expects to raise the
corporate credit rating to 'CCC-' with a negative outlook soon.
At that point, S&P would also raise its issue-level rating on each
of William Lyon's unsecured notes to 'CC'.  S&P expects to
maintain S&P's '5' recovery ratings on these securities.

Newport Beach, California-based William Lyon is a privately held
regional homebuilder with operations in California, Arizona, and
Nevada.  Conditions in these markets remain very challenging, as
evidenced by the company's recent net losses.  These net losses
have eroded stockholders' equity and contributed to higher
leverage and covenant pressures.

                           Rating List

                         Ratings Lowered

                         William Lyon Homes

                              To               From
                              --               ----
     Corporate credit         SD/--/--         CC/Negative/--
     Senior unsecured         D (Rec rtg: 5)   C (Rec rtg: 5)


* Canada Gov't Provides C$450MM Funds for Bank of Canada
-------------------------------------------------------
The Honourable Tony Clement, Minister of Industry, said the
Government of Canada is providing C$450 million to the Business
Development Bank of Canada in support of small and medium-sized
enterprises and innovative firms.

The funding will include C$100 million to establish the Operating
Line of Credit Guarantee and C$350 million over three years to
help drive venture capital investment in promising Canadian
technology businesses.

"The health of the Canadian economy depends greatly on the
vitality of Canadian businesses, which often need credit to
finance their growth," said Minister Clement. "The Operating Line
of Credit Guarantee will allow BDC to work with financial
institutions to make it easier for Canadian businesses with strong
balance sheets and business fundamentals to access the credit they
need to get even stronger.  The funding for venture capital will
assist growth-oriented firms to get the funds they need to
innovate and boost the Canadian economy."

The Operating Line of Credit Guarantee will be delivered under the
Business Credit Availability Program as part of the government's
Extraordinary Financing Framework announced in Canada's Economic
Action Plan, and it will improve access to financing for Canadian
businesses during this period of economic uncertainty.

"Working together with Canada's financial institutions, BDC will
help ensure that creditworthy businesses have access to the short-
term financing they need to remain successful and grow in the
months ahead," said Jean-Rene Halde, President and Chief Executive
Officer of BDC. "Innovative firms will also have greater access to
funding to bring their innovations to market."

The Operating Line of Credit Guarantee is a time-limited facility
that allows BDC to guarantee lines of credit that financial
institutions already extend to their clients. This guaranteed
portion goes above and beyond what the banks are already
committing. Through the program, financial institutions and BDC
will share the risk while providing increased support to their
clients. The Operating Line of Credit Guarantee applies to
operating lines of credit with authorized limits of a minimum of
C$400 000 and a maximum of C$40 million. This funding will have a
total market impact of at least C$300 million.

The C$350 million in funding for BDC's venture capital activities
will allow it to make additional direct investments of
C$260 million over three years in Canadian businesses already in
the BDC portfolio, as well as investments in new seed technology
companies and later-stage technology companies.  It will also
allow BDC to commit C$90 million over three years to private,
independent Canadian venture capital funds.  This funding is in
addition to the C$75 million in venture capital funds allocated in
the Government of Canada's Budget 2008, which is being used to
support the creation of a privately run venture capital fund.

BDC is Canada's business development bank.  From 100 offices
across the country, BDC promotes entrepreneurship by providing
highly tailored financing, venture capital and consulting services
to entrepreneurs.

To learn more about Canada's Economic Action Plan, visit:

                    http://www.actionplan.gc.ca/

                           BDC Financing

The Business Development Bank of Canada aims to accelerate the
success of entrepreneurs and help develop Canadian businesses by
providing financing, venture capital and consulting services with
a focus on small and medium-sized enterprises.  The BDC does not
offer grants or subsidies; rather, it seeks to earn a return from
the business financing it provides, while extending financing into
market niches that would not otherwise be served.

The BDC is mandated to be a complementary lender in the market,
offering loans and investments that supplement or complete
services already available from commercial financial institutions.
Its financial activities include secured and unsecured loans;
subordinate financing, which incorporates elements of debt and
equity financing; direct and indirect venture capital investments
with a focus on early-stage high-technology ventures; and
customized business consulting services.

The BDC's role is magnified during economic slowdowns. Since the
start of the credit crisis, the BDC has introduced a number of
remedial measures.  Since August 2007, it has:

   -- increased overall financing activity;

   -- extended repayment terms on new authorizations;

   -- offered postponement of capital repayment, accepted by
      2,200 clients;

   -- increased support to manufacturers and dedicated a team to
      help Ontario auto parts manufacturers in particular;

   -- seen a significant increase in referrals from financial
      institutions; and

   -- launched a new working capital loan for expansion projects
      abroad.

In fiscal 2007-2008, the BDC authorized C$3.1 billion in
financing, subordinate financing and venture capital investments.

The Operating Line of Credit Guarantee will be delivered under the
Business Credit Availability Program as part of the Extraordinary
Financing Framework announced in Canada's Economic Action Plan.
The C$100 million in funding for this program was announced in the
2008 Economic and Fiscal Statement, along with the provision of
C$250 million for additional term lending by the BDC.  This total
funding of C$350 million will allow the BDC to make available at
least an additional C$1.5 billion in financing for Canadian SMEs.

The funding will lead to financing for Canadian small businesses
in all sectors, including manufacturing, science and technology,
construction, tourism, forestry and fishing.  It is expected that
a large proportion of this support will be extended to the
manufacturing and tourism sectors, which currently represent about
45 percent of the BDC portfolio.

As well, the Government of Canada is providing C$350 million to
the BDC over three years to help drive venture capital investment
in promising Canadian businesses and build an industry that is
sustainable over the long term.  The funding will allow the BDC to
make additional direct investments of C$260 million in Canadian
businesses already in the BDC portfolio, as well as investments in
new seed technology companies and later-stage technology
companies.  It will also allow the BDC to commit C$90 million in
investments over three years in private, independent Canadian
venture capital funds.  Venture capital fundraising refers to
funds raised by venture capital firms in order to make investments
in companies, whereas venture capital investment refers to the
actual disbursements made by the venture capital firms.

Of this C$350 million in funding, C$125 million will be provided
in 2009-2010 and 2010-2011 and C$100 million will be provided in
2011-2012.  This is in addition to the C$75 million allocated in
the Government of Canada's 2008 Budget, which is being used to
support the creation of a privately run late-stage venture capital
fund.

The BDC holds a loan portfolio of about C$11 billion.  Broken down
by industry sector, this translates into 31.3 percent of its loans
for the manufacturing sector, 21.5 percent for wholesale and
retail trade, 12.4 percent for tourism, 6.9 percent for
construction, 5.5 percent for transportation and storage,
5.5 percent for commercial properties, 4.6 percent for business
services, and 12.3 percent for other industries.

The BDC has both a physical and a virtual pan-Canadian presence,
serving over 28 000 Canadian entrepreneurs through 100 branches in
all regions of the country.  It provides advice and financing to
entrepreneurs from diverse backgrounds, venture capital for start-
ups, and working capital to help small exporters bridge the gap
between the Canadian market in which they operate and their
targeted international market.  The BDC is well positioned to help
its clients and will continue to support Canadian entrepreneurs as
a whole.


* Fitch Reports Sporadic Trade Bans Caused by Animal Viruses
------------------------------------------------------------
Increased incidence of animal viruses and diseases; such as, H1N1
will continue to result in temporary sporadic trade bans on U.S.
proteins, according to a new report issued by Fitch Ratings.
Export markets are a significant source of cash flow for U.S.
protein processors; therefore, the negative affects of these
restrictions could significantly impair credit profiles in the
industry.

According to the report, a decline in international demand for
U.S. proteins can cause a back-up in inventory and a significant
reduction in pricing. 'Unless production levels decline to
accommodate reduced demand, a substantial decline in protein
prices is likely to occur', said Carla Norfleet Taylor, Director
at Fitch Ratings. 'Initial consumer reaction to the April 2009
outbreak of H1N1 was markedly negative and several countries
continue to ban pork products from U.S. states with confirmed
cases of the virus.'

Firms with ample financial flexibility; such as Cargill Inc. (IDR
'A/F1'; Stable Rating Outlook), significant product and client
diversification; such as Tyson Foods, Inc. (IDR 'BB'; Stable
Outlook), and numerous foreign production facilities; such as JBS
S.A. (IDR 'B+'; Stable Outlook), are best positioned to withstand
the volatility caused by ever-changing foreign import policies.
Those most vulnerable include single product firms such as
National Beef Packing Company, and those operating in financial
distress such as Pilgrim's Pride Corporation.  Fitch's current
ratings incorporate near-term volatility and the lack of
predictability associated with animal diseases and trade
restrictions.

'The last six years have been especially volatile for protein
companies due to more stringent import requirements and a
difficult cost environment,' added Wesley E. Moultrie II, Senior
Director at Fitch Ratings.  'Given that credit profiles of Tyson
and Pilgrim's were negatively affected in 2006 following rising
worldwide fears regarding the bird flu and a subsequent oversupply
of U.S. chicken, we are constantly assessing the impact of H1N1
virus on pork prices, exports and U.S. supply and demand.'


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 18, 2009



                           *********

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 ***