TCR_Public/090618.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 18, 2009, Vol. 13, No. 167

                            Headlines


ABITIBIBOWATER INC: Enters into Amended Securitization Facility
ABITIBIBOWATER INC: Seeks to Pay Augusta Newsprint's $9.5MM Claim
ABITIBIBOWATER INC: Seeks Canada Court OK to Pay Employees
ABITIBIBOWATER INC: Settlement With Alabama Power Gets Court Nod
ABITIBIBOWATER INC: Court Denies CEP's Request to Lift CCAA Stay

ACCESS WAREHOUSES: Case Summary & 4 Largest Unsecured Creditors
ACCURIDE CORP: Erie Unit Closes $2.5MM Improvement Financing
ADVANTA CORP: Fitch Downgrades Issuer Default Rating to 'RD'
AGT CRUNCH: U.S. Trustee Says Dechert Has Conflict of Interest
ALLEGHANY CORP: S&P Withdraws 'BB+' Preferred Stock Rating

AMALGAMATED ARMADILLO: Case Summary & 3 Largest Unsec. Creditors
AMERICAN HOUSING: To Pursue Late CEO's $24MM Life Insurance
AMERICAN INT'L: Says Maurice Greenberg Improperly Seized Shares
AMH HOLDINGS: Exchange Agreement Won't Affect S&P's 'CCC+' Rating
ANCHOR BLUE: DIP Financing From Wachovia Bank Has Interim Approval

ANCHOR BLUE: To Close Additional 14 Stores
APPALACHIAN OIL: NRC to Hold Sealed Bid Sale; July 9 Deadline Set
ASARCO LLC: Brattle Group's Testimony Contributes to Settlement
ASARCO LLC: Two Parties Object to Sale of Perth Amboy Property
ASSOCIATED MATERIALS: Exchange Pact Won't Affect S&P's CCC+ Rating

ASYST TECHNOLOGIES: Bid Protocol Approved; July 17 Hearing Set
ASYST TECHNOLOGIES: Can Use Lenders' Cash Collateral 'til June 30
AUDIO VISUAL: Moody's Cuts Corp. Family Rating to B2; Outlook Neg.
AVIS BUDGET: Moody's Takes Rating Actions on Four Series of Notes
BANK OF AMERICA: Court Can Retry Former Merrill Executives' Case

BANKUNITED FINANCIAL: Court Approves Interim Trading Procedures
BANKUNITED FINANCIAL: Court Limits Equity Trades to Protect NOLs
BALLY TOTAL: Committee Counsel Retained by Party in AGT Case
BALLY TOTAL: Opposes Admiral Insurance Bid to Lift Stay
BALLY TOTAL: Opposes H&S Journal Demand for $290,107 Rent

BEAZER HOMES: S&P Downgrades Corporate Credit Rating to 'CCC'
BLB MANAGEMENT: Moody's Withdraws 'Ca' Corporate Family Rating
BRSP LLC: Moody's Assigns 'B1' Rating on $275 Mil. Facility
BUILDING MATERIALS: Chapter 11 Filing Cues Moody's 'D' Rating
BUILDING MATERIALS: Gets Interim Approval For $80MM DIP Facility

BULLSEYE COLLISION: Case Summary & 20 Largest Unsecured Creditors
BUTLER INT'L: To Sell Assets to Meet Buyer's Month-End Deadline
CANTILLON CAPITAL: Will Close Hedge Funds
CANWEST MEDIA: Lenders Extend Forbearance to June 30; Talks Go On
CAPITAL CORP: Wilmington Trust Appointed to Creditors' Panel

CELL THERAPEUTICS: Defers Payment of 25% Executives Cash Bonuses
CHENIERE ENERGY: Board OKs $160,000 Compensation to Directors
CHRYSLER LLC: To Resume Production at 7 Assembly Plants
CLAIRE'S STORES: Balance Sheet Upside-Down by $79MM as of May 2
CONTINENTAL AIRLINES: S&P Puts 'CCC+' Rating on Subordinated Debt

COOPER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
COOPER-STANDARD AUTOMOTIVE: S&P Cuts Corp. Credit Rating to 'D'
COREL CORP: Denies Knowledge on Surge in Trading Volume, Price
COYOTES HOCKEY: Owner to Work on Open, Transparent Sales Process
COYOTES HOCKEY: Buyers Need $20MM in City Aid, Jim Balsillie Says

CRITICAL ACCESS HEALTH: Case Summary & 20 Largest Unsec. Creditors
DBSI INC: Creditors Committee Seeks to File Competing Plan
DELPHI CORP: Panel Wants Discovery on Platinum Equity Deal
DESERT AMERICAN: Voluntary Chapter 11 Case Summary
EDDIE BAUER: Case Summary & 30 Largest Unsecured Creditors

EDRA BLIXSETH: Court Rejects Plea Not to Liquidate Assets
EDDIE BAUER: Files for Chapter 11; To Sell to CCMP for $202MM
EMPIRE RESORTS: Hires KPMGCF to Raise $75 Million in Capital
E*TRADE FIN'L: Unveils $1.2BB Plan to Strengthen Capital Structure
E*TRADE FIN'L: Updates on May 2009 Activity, Loan Delinquencies

ETHAN ALLEN: S&P Downgrades Corporate Credit Rating to 'BB'
FARMLAND INDUSTRIES: Legal Fees Gives Bankr. Court Jurisdiction
FELCOR LODGING: S&P Retains Negative CreditWatch on 'B-' Rating
FIRST INDUSTRIAL: Moody's Cuts Senior Unsecured Rating to 'Ba3'
FOAMEX INTERNATIONAL: Wayzata Drops Appeal From Sale Order

FORD MOTOR: Navistar Hikes Equity Stake in Joint Ventures
FORTUNOFF FINE: PBGC Assumes Underfunded Pension Plan
GEORGIA GULF: Fitch Downgrades Issuer Default Rating to 'RD'
GETRAG TRANSMISSION: Has Liquidating Plan in Detroit Court
GLOBE RESTAURANT: Files for Chapter 7 Bankruptcy Protection

GOODMAN GLOBAL: Moody's Affirms 'B1' Corporate Family Rating
GREG MOSS: Files for Chapter 7; Talks with Trustcash Fall
GREAT SMOKEY: Voluntary Chapter 11 Case Summary
HARMAN INTERNATIONAL: Equity Offering Won't Move S&P's BB+ Rating
HARRAH'S ENTERTAINMENT: HOC Assumes $1.3BB in Note Obligations

HARTFORD FINANCIAL: Fitch Puts 'BB+' Ratings on Negative Watch
HAWAIIAN TELCOM: Terms of Proposed Reorganization Plan
HAWAIIAN TELCOM: Projects Up to 3% Recovery for Senior Noteholders
HAWAIIAN TELCOM: Disclosure Statement Hearing on August 11
HAWAIIAN TELCOM: Proposes FBG as Securities Voting Agent

HAWAIIAN TELCOM: Seeks September 30 Extension of Plan Period
HERBST GAMING: Sr. Sub Notes, Equity Get Nothing Under Plan
HEXION SPECIALTY: FTC Sets Aside Ruling on Failed Huntsman Merger
HUNTSMAN CORP: FTC Sets Aside Ruling on Failed Huntsman Merger
IMPERIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors

INDYMAC BANCORP: Trustee Sues FDIC to Recover $736MM Transfer
ISCHUS HIGH: S&P Downgrades Ratings on Class A-1S & A-1J Notes
JJJ ENTERPRISES: Voluntary Chapter 11 Case Summary
JUANA ORTEGA: Case Summary & 6 Largest Unsecured Creditors
KIWA BIO-TECH: In Talks with Investors to Resolve Event of Default

LEAR CORP: S&P Changes Recovery Ratings on $1 Bil. Loan to '3'
LIBBEY GLASS: Weak Performance Cues Moody's to Junk Ratings
LIMITED BRANDS: Fitch Assigns 'BB' Rating on $500 Mil. Notes
LINCOLN NAT'L: Fitch Keeps Low-B Ratings on Three Notes
LINENS 'N THINGS: Court Confirms Modified Third Amended Plan

LUMINENT MORTGAGE: Court Sets June 18 Plan Confirmation Hearing
MAGNA ENTERTAINMENT: Updated Case Summary & 50 Unsecured Creditors
MAGNACHIP SEMICONDUCTOR: Has Prenegotiated Chapter 11 Plan
MAGNACHIP SEMICONDUCTOR: May Use Cash Collateral Until July 8
MARK IV INDUSTRIES: Files Schedules of Assets and Liabilities

MARK IV INDUSTRIES: Secured Lenders to Own 92% of Newco Under Plan
MARY LUDENA: Case Summary & 14 Largest Unsecured Creditors
MGM MIRAGE: Gets Requisite Consents for $750MM Secured Notes
MICHAEL CALDARON: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE: Issues $200MM of 12-1/2% Notes Due 2014

MORTON INDUSTRIAL: Wins Court OK to Sell Biz for $33MM
NANOGEN INC: Court Approves Auction of Assets on June 23
NAVISTAR INT'L: Hikes Equity Stake in Joint Ventures With Ford
NORTH SHORE MUSIC: May File for Bankruptcy Protection
NORTHSHORE ASSET: Receiver to Hold Auction of Assets on July 10

NTK HOLDINGS: Taps Blackstone and Weil Gotshal as Advisors
OMNI LINGUAL SERVICES: Voluntary Chapter 11 Case Summary
OPUS SOUTH: Wachovia Bank Agrees to Pay For Firm's Bills
OSI RESTAURANT: Chief Operating Office Resigns, CEO Assumes Role
PACIFIC ENERGY: Seeks Nov. 4 Plan Deadline; Eyes Asset Sales

PAETEC HOLDING: Moody's Assigns 'B1' Rating on $350 Mil. Notes
PAETEC HOLDING: S&P Assigns 'B' Rating on $350 Mil. Debt
PALM INC: Cuts Board Seats to Eight, Names Rubinstein CEO & Prez
PENHALL HOLDING: Moody's Cuts Corporate Family Rating to 'Caa2'
PHILADELPHIA NEWSPAPERS: Gets 60-Day Extension for Plan Filing

PHILADELPHIA NEWSPAPERS: May Have Special Lawyer for Taping Issue
PPLACE TWO: Case Summary & 46 Largest Unsecured Creditors
QPC LASERS: Unit's Assets Sale Completion Cues Directors to Resign
QUANTUM CORP: Completes Offering of 4.375% Conv. Sub. Notes
QUANTUM CORP: Delays Filing of March 31 Form 10-Q Quarterly Report

QUANTUM CORP: Will Cease Issuing EMC Corp. Warrant to Buy Shares
QUANTUM CORP: Tender Offer Won't Affect S&P's 'CC' Rating
QUEBECOR WORLD: S&P Downgrades Ratings on Loan to 'B+' From 'BB-'
QUEBECOR WORLD: Committee to Retain Experts for Adversary Cases
QUEBECOR WORLD: Proposes Settlement With Vertis, et al.

REAL MEX: Mulls Offering of $110 Million Senior Secured Notes
REGIONS FINANCIAL: Fitch Cuts Long-Term Issuer Default Rating
RESORTS MEZZANINE: Collateral to be Sold at July 7 Public Auction
RESERVE MANAGEMENT: To Make Second Payout From Int'l Liquidity
RIVIERA HOLDINGS: Files Form 25 With SEC to Delist Common Stock

SABRE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD'
SALEM COMMUNICATIONS: S&P Puts 'B-' Rating on CreditWatch Negative
SARAHE ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
SCO GROUP: Inks Deal to Sell Unix Business to Gulf Capital
SEA CONTAINERS: Post-Confirmation Report for November 2008 Period

SEA CONTAINERS: Post-Confirmation Report for December 2008 Period
SEA CONTAINERS: Post-Confirmation Report for March 2009 Period
SENDTC INC: Seeks Court Approval on Sale to PHIDS Inc.
SHOPPES AT SILVER: Files for Chapter 11 Bankruptcy Protection
SIMTROL INC: Files Amendment to Specification of Shares Issued

SINCLAIR BROADCAST: Moody's Cuts Corporate Family Rating to 'B3'
SMITTY'S BUILDING: Court Confirms Chapter 11 Plan
SOUTHWEST ACADIA: Case Summary & 5 Largest Unsecured Creditors
SPECTRUM BRANDS: U.S. Trustee Fails to Name Creditors' Committee
STAR TRIBUNE: Reaches Tentative Pact With Teamsters Union

SWOLEN LLC: Case Summary & 7 Largest Unsecured Creditors
TARRAGON CORP: Court Approves KEIP for 8 Dallas Employees
TLC VISION: Former CEO to Receive $1-Mil. in Severance Payments
TRANS READ: Case Summary & 3 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Donald Trump Submits Offer to Acquire Firm

VINEYARD CHRISTIAN: Court Okays Bid Protocol; June 19 Auction Set
VINTAGE AT THE MESA: Case Summary & 19 Largest Unsecured Creditors
VRAD INVESTMENTS: Voluntary Chapter 11 Case Summary
WASHINGTON COUNTY: Will File for Chapter 11 Bankruptcy Protection
WATERFORD CUSTOM: Case Summary & 20 Largest Unsecured Creditors

WCI COMMUNITIES: Plan Filing Period Extended to June 30
WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CCC-'
WR BERKLEY: Moody's Assigns 'Ba1' Initial Preferred Stock Rating
ZILA INC: Posts $1.4 Million Net Loss in Quarter ended April 30

* Factory Production and Wholesale Prices Make Record Lows
* Gov't Turns Down Auto Suppliers' Plea for Up to $10BB in Aid
* Household Wealth Drops $1.3 Trillion in First Quarter

* ICSC Retail Bankruptcy Program in Atlantic City on July 10
* Standard & Poor's Says 2009 Defaults Already Higher Than 2008

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

                            *********

ABITIBIBOWATER INC: Enters into Amended Securitization Facility
---------------------------------------------------------------
AbitibiBowater Inc. has completed an amendment and restating of
its existing accounts receivable securitization program for the
Company's Abitibi-Consolidated subsidiary.  The amended US$270
million program, which Citibank, N.A. and Barclays Capital Inc.
led as joint lead arrangers, provides the Company with the
liquidity necessary to conduct ongoing business operations during
AbitibiBowater's restructuring and allows the previously court-
authorized sale of receivables and related rights to continue.

"Completing the amendment to this securitization program is an
important milestone as we work through the stabilization period of
the Company's restructuring process," stated David J. Paterson,
President and Chief Executive Officer.  "We appreciate the
confidence shown by our financial partners as AbitibiBowater
strives to emerge, as rapidly as possible, from the creditor
protection filings a stronger, more sustainable organization."

The Company had obtained an interim court order in the U.S. as
well as a Canadian court order authorizing Abitibi-Consolidated to
enter into an amended and restated securitization program.

                     About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Seeks to Pay Augusta Newsprint's $9.5MM Claim
-----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's authority to pay the
prepetition claims of Augusta Newsprint not to exceed $9.5 million
for goods the creditor sold for the period from April 1 through
April 15, 2009.

The Court notified parties-in-interest that it would convene a
hearing on June 4, 2009, to consider Augusta's request.  The
matter, however, has been adjourned to June 17, as per agreement
of the Debtors and Augusta.

                     About AbitibiBowater Inc.

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

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

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

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

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

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


ABITIBIBOWATER INC: Seeks Canada Court OK to Pay Employees
----------------------------------------------------------
AbitibiBowater Inc. and its Canadian affiliates seek the Quebec
Superior Court Commercial Division's authority to:

  (1) pay unused vacation entitlements or other similar
      contractual entitlements that had accrued prior to
      April 17, 2009 to employees who have resigned, have
      retired or were laid-off, or will resign, retire or be
      laid-off, before or during the course of their CCAA
      Proceedings;

  (2) permit unused Employee Entitlements that had accrued
      prior to April 17, 2009, to be taken as paid time-off by
      employees of the CCAA Applicants, or to be paid as lump
      sum payments under collective bargaining agreements or
      existing policies; and

  (3) reimburse expenses or other reimbursable amounts incurred
      prior to April 17, 2009, by employees or former employees
      of the CCAA Applicants in the context of their employment,
      consistent with existing compensation policies and
      arrangements.

Pursuant to the Canadian Court's initial order granting the CCAA
Applicants protection from creditors under the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended., the
CCAA Applicants are entitled to pay certain amounts that were due
or accruing due prior to April 17, 2009.  An exception is made
for de minimis payments of $2,000 per employee and $50,000 in the
aggregate, for which the approval of the Court-appointed Monitor
is sufficient.

The CCAA Applicants assert that allowing the Entitlements to all
their current and former employees, without any pre- or post-
filing distinctions, adopts a practical, viable and fair solution
which treats all employees equitably, with due regard to the
Applicants' financial position.

Moreover, the request would be consistent with the position
adopted in the context of the Chapter 11 cases, where the Debtors
were authorized to pay prepetition wages, salaries, payroll
taxes, employee benefits and related expenses in accordance with
their existing policies in the ordinary course of their business,
the CCAA Applicants contend.

                     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: Settlement With Alabama Power Gets Court Nod
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a stipulation reached by AbitibiBowater Inc. with Alabama
Power Company, with respect to the dismissal of the action
commenced by Alabama Power in the Circuit Court of Talladega
County, Alabama, seeking damages for past energy overcharges.

The Settlement also provides for Alabama Power's concomitant
withdrawal of its letter to terminate a contract regarding its
provision of electric power for use in the Debtors' newsprint and
pulp mill located at Coosa Pines, in Talladega County, Alabama.

The parties have noted that the resolution of the Talladega
Action represents a savings for the creditors by obviating
further litigation, thereby saving the expenses.

Judge Kevin Carey allowed the Parties to file a redacted version
of the Settlement Agreement to maintain and safeguard its
confidentiality.  The Court ruled that the Unredacted Version,
including exhibits, will remain under seal and not be made
available to anyone except to the United States Trustee, the
Official Committee of Unsecured Creditors, and any other party as
the Court may order.

The Parties reasoned out that disclosing the unredacted
Settlement Agreement will compromise Alabama Power's negotiating
position with other customers.

                      Overcharging Allegations

Pursuant to a power supply contract in February 1999, Alabama
Power Company agreed to provide electric power to a predecessor-
in-interest to Debtor Bowater Alabama LLC, formerly known as
Bowater Alabama, Inc., for use in Bowater's newsprint and pulp
mill located in Coosa Pines, Talladega County, Alabama.  Under
the Contract, Alabama Power can only make certain annual
increases in energy charges.

Bowater Alabama alleged that Alabama Power overcharged them by
increasing rates by more than what the Contract allowed.  Despite
discussions regarding the rate increases, the parties were unable
to resolve their disagreement.  Alabama Power then sent Bowater
Alabama a letter on April 23, 2008, purportedly exercising its
rights to terminate the Contract effective May 1, 2009.  By
April 30, 2008, Bowater Alabama filed a lawsuit against Alabama
Power in the Circuit Court of Talladega County, Alabama, seeking:

  -- damages for past energy overcharges;

  -- a declaratory judgment ruling that Alabama Power may not
     overcharge Bowater in violation of the Contract; and

  -- a declaratory judgment ruling that Alabama Power may not
     terminate the Contract through the Termination Letter.

After engaging in several months of negotiations, the Parties
agreed to resolve their dispute by entering into a settlement,
which:

  (a) directs the dismissal of the Talladega Action by Bowater
      Alabama, without prejudice to Bowater Alabama's rights
      with respect to all claims, rights and reservations;

  (b) provides for the concomitant withdrawal of (i) the
      Termination Letter by Alabama Power, and (ii) Bowater
      Alabama's declaratory judgment request with respect to
      Alabama Power's rights to terminate the Contract;

  (c) acknowledges that the compromise of disputed claims is not
      an admission of liability or an admission as to any
      alleged facts; and

  (d) prohibits the disclosure, publication, or revelation of
      the Settlement terms to any person or entity other than
      to the parties' attorneys, accountants, tax advisers, or
      insurers, or to any court or other government entity which
      might compel disclosure, or as may be necessary or
      appropriate to enforce the Settlement terms.

The Parties contend that success in the Talladega Action is not
guaranteed and further litigation with Alabama Power would likely
be costly.  Hence, the resolution of the Talladega Action
represents a savings for the creditors by obviating further
litigation, thereby saving the expenses.

                     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 Denies CEP's Request to Lift CCAA Stay
----------------------------------------------------------------
The Honorable Mr. Justice Gascon dismissed a request by The
Communications, Energy and Paperworkers Union of Canada,
along with George Randell, Wilson Pike, Everett Lambert, Leo
Atwood, Robert Taylor, Willis Blake, William Butt, Gerald Pearce,
Leonard Higgins, Lloyd Pinsent, Harris Rowsell and Sandy Loveless
or the CEP-represented workers, to lift the stay in the
restructuring proceedings of AbitibiBowater, Inc., and its
Canadian affiliates pursuant to the Companies' Creditors
Arrangement Act, to:

  (1) allow the CCAA Applicants to fulfill their obligations
      under the Early Retirement Incentive Program; and

  (2) permit them to file grievances in the case of a violation
      of the terms and conditions of the ERIP.

In an 11-page opinion, the Honorable Judge Gascon held that the
Canadian Court should "try to keep at its minimum the maneuvers
for positioning" among creditors during the restructuring process
and to preserve a delicate status quo while moving along the
process swiftly towards a successful compromise or arrangement.

The ERIP was established by Abitibi-Consolidated Inc. to help
diminish the impact during the reorganization of the workforce
through the advancement of mechanization of harvesting on the
Employer's operations, as well as the automation and
technological changes that will continue to impact the employees.

Eligible employees represented by CEP Local 161 who reach age 58
and above receive $1,600 per month until the age of 60, and
$1,400 per month until the age of 65.  At CEP Local 60-N,
eligible employees who reach age 58 and above and that meet the
criteria of eligibility, receive $1,400 per month until the age
of 60 and $1,200 per month until the age of 65, or until the
death of the retiree, whichever occurs first.

ERIP-eligible employees in Local 161 are also covered by benefits
of life insurance and prescription drugs, which are paid 100% by
the employer.  Local 60-N employees are also covered by the
Benefits, which are paid 65% by the employer and 35% by the
employee.  The CEP Locals represent a total of 122 employees.

Representing CEP, Trudel Nadeau Avocats, SENCRL, in Montreal,
Canada, contends that lifting the CCAA Stay will neither impair
the CCAA Applicants' ability to continue in business nor obtain
an advantage to the detriment of others.  In fact, CEP members
who are eligible under the ERIP show necessity for payment of
their benefits, given that they are months away from retirement
and do not have insufficient income, Trudel Nadeau asserts.

The Canadian Court held that if the sole criteria of undue
hardship and necessity for payment would suffice to lift the CCAA
Stay, parties in CCAA proceedings will likely end up devoting
time and energy assessing the levels of prejudice caused to one
or the other, instead of focusing upon the end result, which is
to gather consensus around a fair and reasonable compromise for
all.

The Canadian Court noted that at the current stage of the
Applicants' CCAA Proceedings, the stakeholders are better served
by an equal treatment of their positions than by the granting of
an undue advantage or preference to some.

"The sympathy a Court may feel towards the sad situation of many
should not and could not distract it from its supervisory role,
and particularly, from its key objective of maintaining, during
this restructuring process, a fair but delicate balance between
the positions of everyone, no matter how painful it could
sometimes be," the Honorable Mr. Justice Gascon said.

                     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).


ACCESS WAREHOUSES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Access Warehouses, LLC
        6100 S. 58th St., Ste. E
        Lincoln, NE 68516

Bankruptcy Case No.: 09-41673

Chapter 11 Petition Date: June 16, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: John C. Hahn, Esq.
                  Jeffrey, Hahn, Hemmerling & Zimmerman
                  4701 Van Dorn, Suite 1
                  Lincoln, NE 68506
                  Tel: (402) 483-7711
                  Fax: (402) 483-6133
                  Email: bankruptcy@jhhz.net

Total Assets: $1,131,812

Total Debts: $2,092,754

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

          http://bankrupt.com/misc/neb09-41673.pdf

The petition was signed by David Miller, member of the Company.


ACCURIDE CORP: Erie Unit Closes $2.5MM Improvement Financing
------------------------------------------------------------
Accuride Erie, L.P., a wholly owned subsidiary of Accuride
Corporation, completed on June 9, 2009, a so-called Improvement
Financing related to Accuride Erie's existing Erie, Pennsylvania,
facility, removing all conditions on the effectiveness of, and
finalizing, an Amended and Restated Plant Parcel Lease Agreement,
between Accuride Erie and Greater Erie Industrial Development
Corporation.

The Lease replaces a prior lease agreement between Accuride Erie
and GEIDC for the same property.  The Improvement Financing of
roughly $2.5 million is to be used to fund certain building
renovations, repairs and improvements.  Pursuant to the Lease,
Accuride Erie will pay $27,250 each month for a total of 114
months, together with all Additional Rent set forth in the Lease,
and thereafter will pay rent of $1.00 per year.

Accuride Erie made a $595,000 cash security deposit as of the
closing of the financing, a portion of which will be returned to
Accuride Erie each year an specified in the Lease.  The term of
the Lease is 15 years and is subject to certain tenant options to
(i) take title to the buildings and convert the Lease to a ground
lease for $1.00 per year and extend the Lease for an additional 50
years and (ii) purchase the leased premises for $10.00 plus
closing costs and transfer taxes.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.

Accuride reported $700.8 million in total assets and
$805.0 million in total liabilities as of March 31, 2009,
resulting in $104.2 million in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Moody's Investors Service lowered Accuride's Corporate Family and
Probability of Default Rating to Caa3 from Caa1.  In a related
action the ratings of the company's first out bank credit facility
were lowered to Caa1 from B2, the rating for the senior
subordinated bonds was lowered to Ca from Caa2, and a rating of
Caa3 was assigned to the company's last-out bank credit facility.
The outlook is negative.

The TCR said May 15 that Standard & Poor's Ratings Services
lowered its corporate credit rating on Accuride to 'CCC' from
'B-'.  S&P also lowered its issue-level ratings on the company's
senior secured and subordinated debt.  The outlook is negative.


ADVANTA CORP: Fitch Downgrades Issuer Default Rating to 'RD'
------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of Advanta Corp. to 'Restricted Default' due to the initiation of
a tender offer for all $100 million of its 8.99% trust preferred
securities at 20% of face value.  Fitch considers the transaction
to be a coercive debt exchange according to its 'Coercive Debt
Exchange Criteria' (March 3, 2009).  In April 2009, Advanta
elected to defer its semi-annual interest payments on the trust
preferred securities and Fitch believes that investors who do not
participate in the tender offer could face even worse recovery
prospects in the event of liquidation.

Fitch has downgraded this:

Advanta Corp.

  -- Long-term IDR to 'RD' from 'C'.

Fitch also removed the rating from Rating Watch Negative.

The rating no longer carries a Rating Outlook or Watch.


AGT CRUNCH: U.S. Trustee Says Dechert Has Conflict of Interest
--------------------------------------------------------------
A U.S. trustee overseeing the restructuring of AGT Crunch
Acquisition LLC claims Dechert LLP is far too caught up in the
Debtor's dealings to serve as counsel in the Chapter 11
proceeding, according to Law360.

New York-based AGT Crunch Acquisition LLC and its affiliates filed
for Chapter 11 on May 6, 2009  (Bankr. S. D. N.Y. Lead Case No.
09-12889).  Davin J. Hall, Esq., at Dechert LLP represents the
Debtors in their restructuring efforts.  Diana G. Adams, the U.S.
Trustee for Region 2, appointed seven creditors to serve on the
official committee of unsecured creditors in the Debtors' Chapter
11 cases.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


ALLEGHANY CORP: S&P Withdraws 'BB+' Preferred Stock Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BBB'
unsolicited counterparty credit rating on Alleghany Corp.

Standard & Poor's subsequently withdrew this rating and the 'BB+'
preferred stock rating.

Alleghany's 5.75% mandatory convertible preferred stock had
$215 million outstanding as of March 31, 2009.  This preferred
stock automatically converted into Alleghany common stock on
June 15, 2009.

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


AMALGAMATED ARMADILLO: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Amalgamated Armadillo Holdings, LLC
        100 Church Street
        Kissimmee, FL 34741

Bankruptcy Case No.: 09-08454

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: dmcfarlin@whmh.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
3 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/flmb09-08454.pdf

The petition was signed by Walter L. Medlin, managing member of
the Company.


AMERICAN HOUSING: To Pursue Late CEO's $24MM Life Insurance
-----------------------------------------------------------
According to Bloomberg's Bill Rochelle, American Housing
Foundation aims to undo former Chief Executive Steve Wright
Sterquell's decision to switch beneficiaries on $24 million in
insurance policies on his life.

AHF, the report relates, said that the April 1 death of Mr.
Sterquell in an auto accident was "determined to be suicide."
AHF was previously the beneficiary of Mr. Wright's insurance
policies.  However, in the weeks before his death, Mr. Sterquell
changed the beneficiaries to "various trusts controlled by or for
the benefit of" Mr. Sterquell or his family.

AHF has filed a suit to recover the $24 million, citing that it
was a fraudulent transfer.  AHF said it had discovered after
Sterquell's death that the organization had $26.3 million in debt
owing to certain creditors.

                      About American Housing

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

AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case
No. 09-20373) Judge Robert L. Jones handles the case.  Robert
Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the
Debtor. At the time of the filing, AHF estimated it had assets and
debts of $100 million to $500 million.

Nine creditors filed an involuntary petition to send AHF to
Chapter 11 in April.  Robert L. Templeton, who asserts a $5.1
million claim on account of an investment, has the largest claim
among the petitioners, which are being represented by David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas.


AMERICAN INT'L: Says Maurice Greenberg Improperly Seized Shares
---------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that American
International Group's lawyer, Theodore Wells said that Maurice R.
Greenberg improperly seized in 2005 control of millions of shares
of the Company's stock held by sister company Starr International
Co.

According to WSJ, Mr. Wells said that Mr. Greenberg was angry and
vindictive after being forced out as AIG's CEO.  Mr. Greenberg,
through Starr International, breached a trust agreement in which
the shares would be used to fund a deferred-compensation plan for
select AIG executives, WSJ states, citing Mr. Wells.

Mr. Wells said that Starr International used the stock for 35
years to fund a deferred-compensation plan in which participating
AIG executives received compensation from the plan when they
retired from the Company, but that changed after Mr. Greenberg was
forced out, WSJ relates.  WSJ, citing Mr. Wells, says that Mr.
Greenberg threw eight AIG executives off Starr International's
board and took control of the shares.

Starr International's lawyers, David Boies, contended that AIG
wasn't a beneficiary of the trust and has no right to the shares
at issue, WSJ states.  Citing Mr. Boies, the report says that the
block of shares was placed with Starr International to protect AIG
from a takeover bid, to go to charity if Starr were liquidated and
to fund other projects, like compensation for select AIG
executives.

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

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

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

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

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

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

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

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


AMH HOLDINGS: Exchange Agreement Won't Affect S&P's 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and its
operating subsidiary, Cuyahoga Falls, Ohio-based Associated
Materials Inc., are unchanged following the company's announcement
that it has entered into an exchange agreement.  AMH Holdings II
Inc., an indirect parent company of AMI, is exchanging its
outstanding 13.625% senior notes due 2014 for $20 million of cash
and $13.066 million of new 20% senior notes due 2014.  AMH
Holdings II is an unrated entity and its senior notes due 2014 are
not rated by Standard & Poor's.

The ratings and outlook on AMH Holdings and AMI incorporate a
highly leveraged financial profile and a significant increase in
cash interest expense starting September 2009.  Following the
completion of the proposed exchange, there will be $20 million of
new senior subordinated notes due 2012 issued by AMI in a private
placement, partially offset by a reduction of debt obligations at
AMH II.


ANCHOR BLUE: DIP Financing From Wachovia Bank Has Interim Approval
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Anchor Blue Retail Group Inc. and its debtor-
affiliates to:

   a) obtain postpetition loans, advances and other financial
      accommodations from Wachovia Bank, national Association, as
      agent and the other revolving loan lenders;

   b) use cash collateral; and

   c) grant adequate protection.

The Bankruptcy Court has yet to grant final approval of the DIP
financing.

As of Anchor Blue's petition date, the amount of all revolving
loans, letters of credit accommodations and other prepetition
obligations owed was $20,193,970, plus interest accrued and
accruing.  The amount of all term loans and other prepetition
obligations owed to Ableco Finance LLC, as agent and the revolving
loan lenders was $76,327,692, plus interest accrued and accruing
thereon.

The prepetition revolving loan obligations were fully secured, and
the prepetition term loan obligations secured by valid, perfecter
and enforceable and non-avoidable first priority security
interests and liens.

The Debtors obtained commitments from administrative agents and
revolving loan lenders to extend certain loans, advances and other
financial accommodations.  The Debtors were unable to procure
financing in a form of unsecured credit, without the grant of
liens on assets.

           Terms of the PostPetition Financing Agreements

Cross Collateralization: Pursuant to the interim order, all
                        postpetition revolving loan obligations of
                        the Debtors are secured by all of the
                        prepetition and postpetition collateral.
                        The Debtors believe that this provision
                        does not impair the rights of other
                        creditors.

Maturity Date:          The term will end on the earlier of (i)
                        100 days after the petition date; (ii) the
                        confirmation of a Plan of Reorganization
                        or liquidation of any Debtor in the cases;
                        (iii) payment in full of the revolving
                        loan obligations unless the T/L revolving
                        loan effective date has occurred or (iv)
                        the last termination date, unless the
                        final order has been entered prior to the
                        date, and in the event, then the last
                        termination date set forth in the final
                        order.

Security:               The administrative agent, the revolving
                        loan lenders, the bank product providers
                        and the T/L revolving loan lenders, is
                        granted continuing security interest in
                        and liens upon, and rights of setoff
                        against, all of the postpetition
                        collateral.

Fees:                   (i) DIP facility fee: $350,000 paid to the
                        adminsitrative agent; and (ii) the letter
                        of credit fee: rate equal to 4% per annum
                        on the daily outstanding balance of the
                        letter of credit accommodations for the
                        immediately preceding month except that
                        the rate may be increased by the
                        administrative agent, upon written
                        direction of the required revolving loan
                        lenders to a rate equal to 6% per annum on
                        the daily outstanding balance for: (1) the
                        period from and after the date of
                        termination until the administrative agent
                        and the revolving loan lenders have
                        received payment in full of all the
                        revolving loan obligations; and (2) upon
                        the direction of the required loan
                        lenders, the period from and after the
                        date of the occurrence of an event of
                        default for so long as the event of
                        default is continuing as determined by the
                        agent in good faith.

Interest Rate:          The interest rate will be the prime rate
                        plus 2.5% provided that the interest will
                        increase by 2% at the administrative
                        agent's option, without notice.

Superpriority Claim:    For all postpetition revolving loan
                        obligations, the administrative agent and
                        revolving loan lenders are granted an
                        allowed superpriority administrative
                        claim, having priority in right of payment
                        over any and all other obligations.

Cash Collateral:        In exchange for adequate protection for
                        the diminution in value of their interests
                        in the prepetition collateral, the Debtors
                        will be authorized to use, until the
                        expiration of the administrative agent's
                        and revolving loan lenders' commitment to
                        lend under the loan agreement and other
                        financing agreements, the cash collateral,
                        subject to the prepetition liens and
                        security interests granted for the benefit
                        of revolving loan lenders.

Sale of Assets:         The Debtors are require to file separate
                        motions seeking approval of bidding
                        procedures with respect to (i) the sale of
                        all or substantially all of the Most
                        Purchasing Corp.'s assets; and (ii) the
                        sale of all or substantially all of Anchor
                        Blue assets.

                         About Anchor Blue

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


ANCHOR BLUE: To Close Additional 14 Stores
------------------------------------------
Anchor Blue Retail Group, Inc. and its affiliates ask Judge Peter
J. Walsh of the U.S. Bankruptcy Court for the District of Delaware
for authority to close 14 additional retail stores:

    * Burbank, CA/Media City Center
    * Norwalk, CA/Norwalk Town Square (AB Outlet)
    * Westminster, CO/Westminster Mall
    * Lakewood, CO/Colorado Mills
    * Chino, CA/Chino Spectrum TC
    * Fairfield, CA/Westfield Solano
    * San Bruno, CA/Shops at Tranforan
    * Simi Valley, CA/Simi Valley TC
    * Laredo, TX/Mall del Norte
    * Roswell, NM/Roswell Mall (AB Outlet)
    * Reno, NV/Meadowwood Mall
    * Sante Fe, NM/Sante Fe Place
    * Henderson, NV/Galleria @ Sunset
    * Layton, UT/Layton Hills Mall

As part of the bankruptcy filing, Anchor Blue reached a stalking
horse agreement with Levi Strauss & Co. regarding the purchase of
the Levi's & Dockers Outlet by MOST stores.  The Company said this
will enable the ongoing operation of the business and provide the
best possible outcome for employees and vendors.  In addition, the
Company negotiated a stalking horse agreement with nationally
recognized financial institutions to purchase its Anchor Blue
Division in collaboration with the current senior management team.

Judge Walsh approved bidding procedures and set June 26 as auction
date to determine whether anyone will beat the offer from Levi
Strauss to buy 73 of the 74 Levi's & Dockers Outlet by MOST stores
for $72 million.  Competing bids are due June 24.  The hearing to
approve the MOST sale will take place June 30.

The deal to sell some 127 Anchor Blue stores to current management
and Ableco Finance LLC, the agent for the term loan lenders, 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.  Gordon Brothers Retail Partners LLC has the stalking horse
bid for the GOB sales.

The Debtors now seek to add 14 more stores to that list.

Under the Debtors' agreement with its stalking horse bidder for
the liquidation sales, the Debtors were to receive 114% of the
"aggregate Cost Value of the Merchandise" sold at the GOB sales,
but only if the aggregate Cost Value is between $6.5 million and
$7.5 million.  If the aggregate Cost Value is outside of that
range (either higher or lower), Anchor Blue's guaranteed
percentage is lower.

The Debtors decided to add 14 stores to the GOB store list after
determining there is a significant possibility that the
$6.5 million Merchandise Threshold will not be reached if Store
Closing Sales are conducted only at those stores listed on the
original Closing Stores List.

                         About Anchor Blue

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
and debts between $100 million to $500 million.


APPALACHIAN OIL: NRC to Hold Sealed Bid Sale; July 9 Deadline Set
-----------------------------------------------------------------
NRC Realty Advisors, LLC, the court designated agent for the
sealed bid sale of 47 fully equipped operating convenience stores
& gasoline service stations of Appalachian Oil Company, says that
it will be accepting final bids for the assets no later than
July 9, 2009.

Twenty-four of the stores/gasoline service stations are located in
Tennessee, 14 in Virginia and 9 in Kentucky.

For more information, please call NRC Realty at (800) 747-3342,
ext. 906 or visit http://www.NRC.com/906

                    About Appalachian Oil

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  In its petition, the Debtor listed assets
between $10 million and $50 million and the same range of debt.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ASARCO LLC: Brattle Group's Testimony Contributes to Settlement
---------------------------------------------------------------
Testimony provided by The Brattle Group contributed to the recent
approval of ASARCO LLC's motion to settle environmental claims at
53 sites nationwide for $1.1 billion.  The settlement was one part
of ASARCO LLC's bankruptcy proceeding in the Southern District of
Texas/Corpus Christi Division.  Previously settled environmental
claims had a value of $530 million, bringing the overall
environmental settlements to approximately $1.6 billion.

Gayle Koch and Greg Brusseau, principals of The Brattle Group and
environmental and product liability cost estimation experts,
worked on behalf of the U.S. Department of Justice and the State
of Washington.  They supported several claims brought against
ASARCO LLC by 48 federal and state agencies.  The large number of
environmental claims resulting from both historical and current
operations makes this the largest environmental bankruptcy in U.S.
history.

As part of the environmental claim estimation process in the case,
U.S. Bankruptcy Court Judge Richard Schmidt conducted an
evidentiary hearing on May 18 and 19, 2009, to address objections
to the remaining settlements.  Prior to this evidentiary hearing
and after years of negotiations, ASARCO LLC and the various
government organizations developed a comprehensive settlement
comprised of five separate settlement agreements that resolved
approximately $3.5 billion of environmental claims against the
bankruptcy estate.  Total demands, including previously settled
claims, approached approximately $6.5 billion.

On June 5, 2009, the Court ruled in favor of ASARCO LLC, to the
satisfaction of both the debtor and the governmental creditors,
and cited the estimates of Ms. Koch and Dr. Brusseau at several
points in the findings of fact and conclusions of law. The ruling
culminated a three-year process to estimate the liability at the
sites, and is a critical step for ASARCO LLC to exit bankruptcy.
The Brattle Group had participated in these estimation proceedings
since 2007.

Ms. Koch, head of The Brattle Group's Environmental/Mass Tort
Practice, said, "The decision shows the importance of evaluating
information from all parties and taking into account the full
range of risk when estimating environmental liabilities, whether
for litigation or disclosure purposes."

The Brattle Group -- http://www.brattle.com/-- provides
consulting services and expert testimony in economics and finance
to corporations, law firms, and public agencies worldwide. Areas
of expertise include valuation and damages, litigation risk
assessment, and regulation and strategy in a variety of
industries.

                      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: Two Parties Object to Sale of Perth Amboy Property
--------------------------------------------------------------
PA-PDC Perth Amboy Urban Renewal, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Texas to deny Asarco LLC's
request to sell property in Perth Amboy, New Jersey, to RLF Perth
Amboy Properties, LLC, and TRC Companies, Inc., because ASARCO
LLC's interest under Section 541 of the Bankruptcy Code in the
Property was already defined by applicable non-bankruptcy law,
like the New Jersey redevelopment law, as of the Petition Date.
ASARCO's at-filing interest in the Property is not subject to a
private sale conditional on higher and better offers, as proposed
by the Debtors, argues David S. Gragg, Esq., Langley & Banack,
Inc., in San Antonio, Texas.

Pursuant to the United States Supreme Court's ruling in Butner v.
U.S., 440 U.S. 48 (1979), the bidding process and overbid/break up
fees are objectionable because they are inconsistent with the
procedures for acquisition of property for a redevelopment
project, as the property entered bankruptcy already subject to a
different process for establishment of fair market value pursuant
to applicable non-bankruptcy law, Mr. Gragg contends.  He insists
that the process proposed is inherently unfair in that it does not
provide prospective purchasers of the Property with sufficient
time or access to conduct meaningful due diligence.

For its part, Morris Realty Associates, LLC, argues that the
proposed sale is the result of a flawed and unfair process, which
has been obstructed by the proposed purchaser and which will not
result in the best and highest offer for the sale being achieved.
Morris Realty asserts that the proposed sale does not qualify for
a finding of good faith pursuant to Section 363(m) of the
Bankruptcy Code.

"Indeed, notwithstanding the fact that the proposed Sale purports
to have been subject to higher and better offers, it is in fact a
private sale," William S. Katchen, Esq., at Duane Morris LLP, in
Newark, New Jersey, tells the Court.  "Potential purchasers of the
ASARCO property -- such as Morris Realty -- have not been given
any, let alone sufficient, time or access to the property and the
relevant records to conduct meaningful due diligence and submit
additional bids, he alleges.

Because of the manner in which the proposed sale was handled and
interfered with by the proposed purchaser, it was not subjected to
competitive bidding, and should not be approved, Morris Realty
insists.

                      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)


ASSOCIATED MATERIALS: Exchange Pact Won't Affect S&P's CCC+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and its
operating subsidiary, Cuyahoga Falls, Ohio-based Associated
Materials Inc., are unchanged following the company's announcement
that it has entered into an exchange agreement.  AMH Holdings II
Inc., an indirect parent company of AMI, is exchanging its
outstanding 13.625% senior notes due 2014 for $20 million of cash
and $13.066 million of new 20% senior notes due 2014.  AMH
Holdings II is an unrated entity and its senior notes due 2014 are
not rated by Standard & Poor's.

The ratings and outlook on AMH Holdings and AMI incorporate a
highly leveraged financial profile and a significant increase in
cash interest expense starting September 2009.  Following the
completion of the proposed exchange, there will be $20 million of
new senior subordinated notes due 2012 issued by AMI in a private
placement, partially offset by a reduction of debt obligations at
AMH II.


ASYST TECHNOLOGIES: Bid Protocol Approved; July 17 Hearing Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has approved bid proredures for the sale of substantially all of
the assets of Asyst Technologies, Inc., through an auction
process.  The hearing on the sale motion will be held on July 17,
2009, at 10:00 a.m.

A copy of the approved bid procedures is available at:

        http://bankrupt.com/misc/Asyst.bIdprocedures.pdf

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

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, represent the Debtor as counsel.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors as counsel.  As of
December 31, 2008, the Debtor reported total assets of
$295,782,000 and total debts of $315,364,000.

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


ASYST TECHNOLOGIES: Can Use Lenders' Cash Collateral 'til June 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court or the Northern District of California
has granted Asyst Technologies, Inc., permission, on a final
basis, to use cash collateral of KeyBank National Association, as
agent for itself and the prepetition lenders, from the petition
date through June 30, 2009, in accordance with a budget.

In its motion, the Debtor told the Court that the use of cash
collateral is necessary to maintain its operations and preserve
and maximize the value of the assets of its estate, thus
increasing the possibility of the sale of the Debtor as a going
concern.

As of the petition date, the Debtor was indebted to prepetition
lenders in the principal amount of not less than $77 million plus
accrued prepetition interests, cost and fees and other
obligations.

The Debtor's use of cash collateral will immediately and
automatically terminate, except as KeyBank may otherwise agree in
writing in its sole discretion, upon the earliest to occur of
certain termination events.

These termination events include the dismissal or conversion to
Chapter 7 of the Debtor's case, the appointment of any trustee or
any examiner with powers beyond those prescribed by sections
1106(a)(3) and (4) of the Bankruptcy Code, the effective date of
any plan of reorganization in the Debtor's casese, and failure by
the Debtor to file a motion to sell substantially all of its
assets on or before June 3, 2009, unless extended by written
agreement between the Agent and the Debtor on or prior to the
occurrence of said date.

As adequate protection for, and to the extent of any collateral
diminution, the Agent and the lenders are granted, in addition to
all existing security interests in the prepetition collateral,
postpetition interests in, and replacement liens on, all real
property and assets of the Debtor, whether now owned or hereafter
acquired by the Debtor, and all proceeds thereof.

Lenders are also granted a "superpriority claim" allowed under
section 507(b) of the Bankrutpcy Code, subordinate only to the
Carve-Out for the fees of professionals retained by the Debtor and
unpaid fees payable to the Clerk of the Court or the U.S. Trustee.

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

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, represent the Debtor as counsel.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors as counsel.  As of
December 31, 2008, the Debtor reported total assets of
$295,782,000 and total debts of $315,364,000.

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


AUDIO VISUAL: Moody's Cuts Corp. Family Rating to B2; Outlook Neg.
------------------------------------------------------------------
Moody's Investors service downgraded all the credit ratings of
Audio Visual Services Group, Inc., and changed the outlook to
negative.  The Corporate Family Rating and Probability of Default
Rating were lowered to B2 from B1, the first lien senior secured
credit facility rating was lowered to B1 from Ba3 and the second
lien senior secured term loan rating was lowered to Caa1 from B3.

The B2 Corporate Family Rating and negative outlook reflect
Moody's expectations that AVSG's medium-term revenues and
operating results will be materially lower than previous
projections as a result of the macroeconomic decline that has
reduced demand for business travel and corporate meetings.
Subsequent to the actions, AVSG's ratings will be withdrawn
because Moody's believes it lacks adequate information to maintain
a rating.  Refer to Moody's Withdrawal Policy on moodys.com.

These ratings were downgraded:

  -- $30 million first lien revolving credit facility due 2013, to
     B1 (LGD3, 37%) from Ba3 (LGD3, 37%)

  -- $223 million first lien term loan due 2014, to B1 (LGD3, 37%)
     from Ba3 (LGD3, 37%)

  -- $60 million second lien term loan due 2014, to Caa1 (LGD5,
     88%) from B3 (LGD5, 88%)

  -- Corporate family rating, to B2 from B1

  -- Probability of default rating, to B2 from B1

The previous rating action on AVSG occurred on February 9, 2007,
when Moody's assigned an initial CFR of B1.

AVSG provides audiovisual and event technology support to hotels,
event production companies, trade associations, convention centers
and corporations in North America and Europe.


AVIS BUDGET: Moody's Takes Rating Actions on Four Series of Notes
-----------------------------------------------------------------
Moody's has taken rating actions with respect to four series of
rental car asset backed notes issued by Avis Budget Rental Car
Funding, LLC, a subsidiary of Avis Budget Rental Car LLC, owner/
operator of Avis Rent A Car and Budget Rent A Car.  This results
in changes to three ratings actions announced March 3, 2009, and
one rating action taken on April 13, 2009.  The rating actions
reflect in part Moody's determination that the prior actions had
relied on an inappropriate model assumption relating to the cost
of interest, and additionally reflect updated collateral mix and
OEM default assumptions.

The current ratings on the notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating and the underlying
rating, based on Moody's modified approach to rating structured
finance securities wrapped by financial guarantors.  The
underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.

Complete Rating Actions:

Issuer: Avis Budget Rental Car Funding LLC

  -- Series 2003-4, Rental Car Asset-Backed Notes, Class A-4,
     currently Ba3, previously on March 3, 2009, downgraded to B2.

  -- Financial Guarantor: Syncora Guaranty Inc., Ca, developing
     outlook.

  -- Series 2005-1, Rental Car Asset-Backed Notes, Class A-3,
     currently Ba3, previously on March 3, 2009, downgraded to B1.

  -- Financial Guarantor: MBIA Insurance Corp., B3, developing
     outlook.

  -- Series 2006-1, Rental Car Asset-Backed Notes, currently Ba1,
     previously on March 3, 2009 downgraded to Ba3.

  -- Financial Guarantor: MBIA Insurance Corp., B3, developing
     outlook.

  -- Series 2007-2, Rental Car Asset-Backed Notes, currently Ba1,
     previously on April 13, 2009 downgraded to Ba3.

  -- Financial Guarantor: Ambac Assurance Corp., Ba3, developing
     outlook.

                   Principal Rating Methodology

The primary asset backing the downgraded transactions is an
interest in a loan indirectly secured by vehicles comprising the
bulk of the Avis and Budget daily rental car fleets, including
both 'program' vehicles (acquired vehicles subject to repurchase
by the related auto manufacturer at pre-set prices) and non-
program vehicles (acquired vehicles that do not benefit from such
repurchase agreements).

The key factors in Moody's rating analysis include the probability
of default of ABCR, the likelihood of bankruptcy default of the
auto manufacturers providing vehicles to the rental car fleet
owned by RCF, and the recovery rate on the rental car fleet in
case ABCR defaults.  Monte Carlo simulation modeling was used to
assess the impact on bondholders of these variables.

The default probability of ABCR was simulated based on its current
corporate family rating and Moody's idealized default rates.  Like
all rental car companies, ABCR's fleet (the majority of which is
owned by RCF) includes both program cars and non-program or 'risk'
cars.  Under the terms of the simulation, in cases where ABCR does
not default then it is assumed that bondholders are repaid in full
and no liquidation of the RCF rental car fleet is necessary.  In
cases where ABCR does default, the RCF fleet must be liquidated in
order to repay bondholders.  In those cases, defaults of the
related auto manufacturers must also be simulated.  Due to the
Detroit Three's current highly uncertain credit status, their
defaults were simulated based on estimates for probability of
default provided by Moody's corporate analysts which incorporated
estimates for the likelihood of both Chapter 7 and Chapter 11
bankruptcies as well as the potential, in a Chapter 11 scenario,
for an auto manufacturer to honor its repurchase obligation.

In simulating liquidation of the rental car fleet following an
ABCR default, it is assumed the non-program fleet will be sold at
the end of a six-month delay period with certain haircuts to the
estimated market value of the vehicles at time of liquidation.
The delay is incorporated to reflect potential legal challenges to
obtaining control of the fleet and the potential difficulties of
marshaling and selling such a large quantity of vehicles.  If at
the same time an auto manufacturer also defaults, additional
haircuts are assumed for its portion of the fleet.  Moody's assume
more stressful haircuts for a Chapter 7 filing by the manufacturer
than for a Chapter 11 reorganization.

For program vehicles, it is assumed that when ABCR defaults, the
program vehicles will be disposed of based on the default status
of each related manufacturer.  If a manufacturer does not default,
then, at the end of the six-month delay period, that
manufacturer's program vehicles will be turned back to the
manufacturer based on the terms of the buyback agreement.  If the
manufacturer is assumed to be in Chapter 11, Moody's assume that
there is a certain probability that the buyback obligation
nevertheless will be honored.  If the buyback agreement is
honored, the program vehicles will be put back to the
manufacturers based on the buyback agreement.  If the buyback
agreement is rejected, then it is assumed that the defaulting
manufacturer's program vehicles will be sold as risk vehicles in
the auction market, with the haircut for risk vehicles in Chapter
11 applied.  If a manufacturer is assumed to be in Chapter 7, then
Moody's assume that the buyback agreement is never honored and the
manufacturer's program vehicles will be liquidated as risk
vehicles in the auction market, with the haircut for risk vehicles
in Chapter 7 applied.

In all cases, the market value of a vehicle at time of liquidation
is estimated using market depreciation data from the National
Automobile Dealers Association for each manufacturer in the
collateral pool.  Recovery rate is calculated as disposal proceeds
divided by book value (value under the terms of the
securitization) at the time of disposal.


BANK OF AMERICA: Court Can Retry Former Merrill Executives' Case
----------------------------------------------------------------
The Associated Press reports that the 5th U.S. Circuit Court of
Appeals has upheld a Houston federal judge's 2008 ruling that the
three former Merrill Lynch & Co. executives connected to an Enron
Corp. deal can be retried.

The Appeals Court said that the retrial of Daniel Bayly, James A.
Brown, and Robert S. Furst wouldn't breach their constitutional
protections against double jeopardy, WSJ states.

WSJ relates that Messrs. Bayly, Brown, and Furst are accused of
helping push through Enron's sham sale of three power barges
moored off the coast of Nigeria to the brokerage in 1999,
inflating earnings in Enron's energy division.  According to WSJ,
Messrs. Bayly, Brown, and Furst were convicted in 2004 of
conspiracy and wire fraud, but the 5th Circuit in New Orleans
threw out their convictions in 2006 after finding fault with the
government's legal theory in the case.

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

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

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

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


BANKUNITED FINANCIAL: Court Approves Interim Trading Procedures
---------------------------------------------------------------
On June 9, 2009, the U.S. Bankruptcy Court for the Southern
District of Florida, upon the motion of BankUnited Financial
Corporation, et al., entered an interim order approving trading
procedures and restrictions on certain transfers of interests in
the Debtor, to preserve the Debtors' valuable net operating loss
carryforwards and certain other tax attributes.

Any acquisition, disposition or other transfer in violation of the
restrictions will be null and void ab initio as an act in
violation of the automatic stay under sections 105(a) and 362 of
the Bankruptcy Code.

     Notice of Substantial BUFC Equity Securities Ownership

Any person or entity that beneficially owns, at any time, on or
after the Motion Date, BUFC Equity Securities in an amount
sufficient to qualify such person or entity as a Substantial
Equityholder will file with the Court, and serve upon the Debtors,
their counsel, and counsel for the Creditors' Committee, a Notice
of Substantial Stock Ownership on or before the date that is the
later of: (a) ten (10) days after the entry of the Interim Order
or (b) ten (10) days after that person or entity qualifies as a
Substantial Equityholder.

        Acquisition of BUFC Equity Securities or Options

At least twenty (20) calendar days before the proposed date of any
transfer of equity securities (including Options to acquire such
securities) that would result in an increase in the amount of BUFC
Equity Securities beneficially owned by any person or entity that
currently is or becomes a Substantial Equityholder or that would
result in a person or entity becoming a Substantial Equityholder,
such person, entity or Substantial Equityholder will file with the
Court, and serve upon the Debtors, their counsel, and counsel for
the Creditors' Committee, a Notice of Intent to Purchase, Acquire,
or Otherwise Accumulate BUFC Equity Securities specifically and in
detail describing the proposed transaction in which BUFC Equity
Securities would be acquired.

        Disposition of BUFC Equity Securities or Options

At least twenty (20) calendar days before the proposed date of any
transfer of equity securities (including Options to acquire such
securities) that would result in a decrease in the amount of BUFC
Equity Securities beneficially owned by a Substantial Equityholder
or that would result in a person or entity ceasing to be a
Substantial Equityholder, such person, entity or Substantial
Equityholder will file with the Court, and serve upon the Debtors,
their counsel, and counsel for the Creditors' Committee, a Notice
of Intent to Sell, Trade or Otherwise Transfer BUFC Equity
Securities specifically and in detail describing the proposed
transaction in which BUFC Equity Securities would be transferred.

A "Substantial Equityholder" is any person that beneficially owns
at least:

  (i) 4.75% of all issued and outstanding shares of BUFC's Class
      A Common Stock;

(ii) 4.75% of all issued and outstanding shares of BUFC's Class
      B Common Stock;

(iii) 4.75% of all issued and outstanding shares of BUFC's
      Noncumulative Convertible Preferred Stock, Series B;

(iv) 4.75% of all issued and outstanding notes of BUFC's Senior
      Convertible Notes;

  (v) 4.75% of all issued and outstanding units of BUFC's HiMEDS
      Units; or

(vi) any combination of the foregoing BUFC Equity Securities
      identified in (i) through (v) above that, upon purchase,
      sale, or conversion, would in the aggregate constitute,
      4.75% of the issued and outstanding shares of either BUFC's
      Class A Common Stock, Class B Common Stock, or both.

A final hearing to determine whether the procedures will be
approved on a inal basis will be held on June 30, 2009.

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
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.

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 preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BANKUNITED FINANCIAL: Court Limits Equity Trades to Protect NOLs
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
entered an interim order establishing procedures and restrictions
on certain transfers of interests in debtors BankUnited Financial
Corporation, BankUnited Financial Services, Incorporated, and CRE
America Corporation, and their non-debtor affiliates.

The Court held that (i) the Debtors' interests in BankUnited's
consolidated net operating loss carryforwards and certain other
tax attributes are property of the Debtors' estates and are
protected by Section 362(a) of the Bankruptcy Code; and (ii)
trading in BUFC Equity Securities could severely limit the
Debtors' ability to use the Tax Attributes for purposes of title
26 of the United States Code.

Any person or entity that beneficially owns BUFC Equity Securities
in an amount sufficient to qualify such person or entity as a
Substantial Equityholder must file with the Court, and serve upon
the Debtors, their counsel, and counsel for the Creditors'
Committee, a Notice of Substantial Stock Ownership specifically
and in detail describing the BUFC Equity Securities ownership on
or before the later of:

   (a) 10 days after the entry of the Interim Order; or
   (b) 10 days after that person or entity qualifies as a
       Substantial Equityholder.

"BUFC Equity Securities" mean (i) Class A Common Stock; (ii) Class
B Common Stock; (iii) Noncumulative Convertible Preferred Stock,
Series B; (iv) $125 million 3.125% Convertible Senior Notes due
2034; and (v) $184 million 6.75% HiMEDS Units issued 2007.

A "Substantial Equityholder" is any person or entity that
beneficially owns at least:

      (i) 4.75% of all issued and outstanding shares of BUFC's
          Class A Common Stock;

     (ii) 4.75% of all issued and outstanding shares of BUFC's
          Class B Common Stock;

    (iii) 4.75% of all issued and outstanding shares of BUFC's
          Noncumulative Convertible Preferred Stock, Series B;

     (iv) 4.75% of all issued and outstanding notes of BUFC's
          Senior Convertible Notes;

      (v) 4.75% of all issued and outstanding units of BUFC's
          HiMEDS Units; or

     (vi) any combination of the BUFC Equity Securities that, upon
          purchase, sale, or conversion, would in the aggregate
          constitute 4.75% of the issued and outstanding shares of
          either BUFC's Class A Common Stock, Class B Common
          Stock, or both.

At least 20 calendar days before the proposed date of any transfer
of equity securities that would result in an increase in the
amount of BUFC Equity Securities beneficially owned by any person
or entity that currently is or becomes a Substantial Equityholder
or that would result in a person or entity becoming a Substantial
Equityholder, the entity must file with the Court and serve a
Notice of Intent to Purchase, Acquire or Otherwise Accumulate BUFC
Equity Securities specifically and in detail describing the
proposed transaction in which BUFC Equity Securities would be
acquired.

At least 20 calendar days prior to the proposed date of any
transfer of equity securities that would result in a decrease in
the amount of BUFC Equity Securities beneficially owned by a
Substantial Equityholder or that would result in a person or
entity ceasing to be a Substantial Equityholder, the entity must
file with the Court, and serve a Notice of Intent to Sell, Trade
or Otherwise Transfer BUFC Equity Securities specifically and in
detail describing the proposed transaction in which BUFC Equity
Securities would be transferred.

The Debtors and the Creditors' Committee may object to any
proposed transfer of BUFC Equity Securities on the grounds that
such transfer may adversely affect the Debtors' ability to utilize
the Tax Attributes as a result of an ownership change under
Section 382 or Section 383 of the Tax Code.  If an objection is
filed, the Proposed Equity Acquisition Transaction or Proposed
Equity Disposition Transaction will not be effective unless
approved by a final and nonappealable Court order.

If the Debtors or the Creditors' Committee do not file a timely
Equity Objection, or if the Debtors and the Creditors' Committee
provide written authorization to the Proposed Equity Transferor
approving the Proposed Equity Acquisition Transaction or the
Proposed Equity Disposition Transaction, then the Proposed Equity
Acquisition Transaction or the Proposed Equity Disposition
Transaction, may proceed.

Any acquisition, disposition or other transfer of BUFC Equity
Securities in violation of the procedures will be null and void ab
initio as an act in violation of the automatic stay.

Objections to entry of a final order must be filed and served so
as to be received no later than Thursday, June 25, 2009, at 4:30
p.m.  A final hearing to determine whether the procedures will be
approved on a final basis will be held June 30.

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.


BALLY TOTAL: Committee Counsel Retained by Party in AGT Case
------------------------------------------------------------
David H. Botter, Esq., a member of Akin Gump Strauss Hauer & Feld
LLP, in New York, noted in a supplemental affidavit filed with the
Court, that his firm has been retained by CH Fitness Investors,
LLC, in connection with the Chapter 11 cases of AGT Crunch
Acquisition, LLC.

Akin Gump is counsel to the official committee of unsecured
creditors in Bally's Chapter 11 case.

Mr. Botter related that in 2006, Crunch purchased certain assets
from Bally.  Thereafter, Crunch commenced litigation against the
Debtors arising from the Transaction, which is pending in New York
State Court.  Akin Gump has not participated, nor will it
participate, in the Litigation, Mr. Botter said.

To the extent it is necessary for the Debtors' unsecured creditors
to participate in the Litigation, the Official Committee of
Unsecured Creditors will seek to use its conflicts counsel, Butler
Rubin Saltarelli & Boyd LLP, to represent the unsecured creditors'
interests, Mr. Botter informed Judge Lifland.

                     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: Opposes Admiral Insurance Bid to Lift Stay
-------------------------------------------------------
Admiral Insurance Company asked the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay imposed
by Section 362(d)(1) of the Bankruptcy Code, to allow it to
commence a declaratory judgment action against the Bally Total
Fitness Holdings Inc. and its affiliates in the U.S. District
Court for the Southern District of New York.

Admiral specifically sought a declaration of the Debtors'
obligations to pay defense costs and claims within the limits of
self-insured retentions for $250,000, under four insurance
policies issued by Admiral to the Debtors.  Admiral also noted
that no obligation to defend the claims made commercial general
liability coverage, or provide coverage for any claims until the
Debtors have satisfied their obligations under the Policies.

To avoid having to bear the increased cost of defense of the
underlying tort actions, Admiral seeks to lift the stay to seek a
declaratory judgment that the Debtors' failure to comply with the
SIR relieves it of its coverage obligations under the Policies, P.
Bradley O'Neill, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, said.

Mr. O'Neill added that Admiral's "claims of hardship" cannot
support relief from the Stay because, among other things, the
Debtors have never consented to the Relief for any personal injury
or tort claimant.  In addition, Admiral "is not suffering any
injury" as a result of the Stay, he said.  The tort and personal
injury actions for which it has provided coverage have been
stayed, so Admiral is not presently incurring defense costs that
otherwise would fall within a SIR.

Moreover, the Stay does not prevent Admiral from obtaining a
judicial interpretation of the Policies in the Court, Mr. O'Neill
pointed out.  Given that Admiral has already litigated -- and lost
-- in another Court the same issues it would raise in its proposed
declaratory judgment action, any "harm" flowing from a delay in
pursuing the Action is minimal at best.  Thus, construing
Admiral's arguments does not weigh in favor of lifting the Stay,
Mr. O'Neill added.

According to Mr. O'Neill, the Official Committee of Unsecured
Creditors agrees with the Debtors' statements and legal arguments
and, accordingly, joins in the Debtors' Objection.

Against this backdrop, the Debtors ask the Judge Lifland to deny
Admiral's Motion in its entirety and declare that Admiral must
continue to provide coverage and indemnity to the Debtors pursuant
to the non-executory Policies.

                         Admiral Replies

Admiral argues that they contracted with the Debtors in accordance
with a bankruptcy clause in the SIR endorsement, which provides
that the Debtors' failure to pay the SIR because of their
bankruptcy or insolvency does not excuse them from paying the
retained limit under the Policies.  Hence, Admiral sought a
declaration from the Court stating that the Debtors must act as
their own primary insurer, for both defense and indemnity, up to
the $250,000 SIR.

Admiral has no duty to participate in the Debtors' defense or
indemnification of claims until the $250,000 SIR is paid, Andrew
J. Mihalick, Esq., at Kral, Clerkin, Redmond, Ryan, Perry &
Girvan, LLP, in New York, contends.

The Declaratory Judgment Action will clarify and settle the rights
and obligations pursuant to the Policies between the Debtors and
Admiral and terminate the uncertainty and controversy surrounding
the Action, he asserts.

In addition, the Action to determine the parties' contractual
rights under the Policy "is entirely independent of the bankruptcy
proceedings," as it involves ordinary state-law claims on a third-
party insurance contract and does not otherwise implicate the
Debtors' rights, Mr. Mihalick contends, citing In re United States
Brass Corp., 110 F.3d 1261, 1268 (7th Cir.).  Any recovery under
the Admiral policies would serve only to augment the assets of the
Debtors' estates for general distribution, he adds.

According to Mr. Mihalick, the resolution of the contractual
dispute pertaining to the Policies will have little to no bearing
on the administration of the estate.  The scope of the Policies is
to indemnify the insureds for covered losses, and the Debtors have
not shown how or why Admiral's contract claims will directly
affect the bankruptcy court's core administrative function, he
says.

                     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: Opposes H&S Journal Demand for $290,107 Rent
---------------------------------------------------------
H&S Journal Square Associates LLC asked the U.S. Bankruptcy Court
for the Southern District of New York to compel the Debtors to pay
$290,107 under a lease agreement involving a property located at
912-920 Bergen Avenue in Jersey City, New Jersey.  H&S maintained
that the Rent constitutes all fixed and additional rent from the
Petition Date through April 30, 2009.

In opposition, the Debtors maintained that pursuant to the Lease,
the opening of the Premises on February 2, 2009, is the correct
date on which the Debtors were required to begin paying rent.
However, due to various abatements and credits under the Lease,
the Debtors do not owe rent to H&S until September 2009.

H&S's calculation of the date on which Bally is to begin paying
rent under the Lease "is incorrectly premised" on the assertion
that Bally obtained "all Permits necessary in connection with
performing "tenant's work," as defined under the Lease, on
April 12, 2007, Bradley O'Neill, Esq., at Kramer Levin Naftalis &
Frankel LLP, in New York, averred.

Accordingly, H&S's motion to compel the Debtors to pay their
asserted postpetition rent obligations should be denied because no
payments are due.

"Taking into account Bally's rent credits to H&S and various
abatements provided for under the Lease, Bally's first rent
payment to H&S will be due in September 2009," Mr. O'Neill noted.

                     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)


BEAZER HOMES: S&P Downgrades Corporate Credit Rating to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'CCC' from 'CCC+' due to a
large second-quarter net loss that further eroded shareholder
equity, raised the company's already-high leverage ratios, and
increased covenant pressures.  The outlook is negative.  S&P also
lowered its ratings on the company's senior unsecured notes to
'CCC-' from 'CCC'.  S&P's '5' recovery rating, indicating S&P's
expectation for a modest (10%-30%) recovery in the event of
default, is unchanged.

"Our rating actions follow a larger-than-anticipated net loss
during Beazer's second fiscal quarter, ended March 31, 2009," said
Standard & Poor's credit analyst James Fielding.

Standard & poor's acknowledges that the GAAP loss included a
significant number of noncash and nonrecurring items that did not
impair the company's liquidity position.  Furthermore, S&P
acknowledge that Beazer has made good progress toward resolving
several outstanding legal issues.  However, a sharp reduction in
shareholders' equity and tangible net worth outweighed these
positive factors.

"As a consequence of its lower tangible net worth, Beazer tripped
one covenant governing its secured revolving credit facility
during the quarter and, in our view, appears more likely to breach
other financial covenants barring some form of recapitalization,"
Mr. Fielding noted.  "We believe that this condition raises the
likelihood that the company may pursue various opportunities to
reduce leverage, which could include a below-par debt exchange."

The negative outlook reflects S&P's expectation that Beazer's
earnings will remain weak over the intermediate term because of
the very challenging conditions in its core housing markets,
particularly in California, Florida, Arizona, and Nevada.  S&P
would lower S&P's ratings further under these conditions: cash
balances are sharply reduced as a consequence of larger-than-
expected operating cash flow deficits; the company does not
resolve its existing and potential covenant issues; and/or it
undertakes a distressed debt exchange or similar restructuring.
Barring a substantial equity infusion, S&P is unlikely to revise
the outlook to stable in the near term.


BLB MANAGEMENT: Moody's Withdraws 'Ca' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn BLB Management Services,
Inc.'s Ca Corporate Family Rating, Ca/LD Probability of Default
Rating, Caa3 senior secured revolver and term loan ratings and C
second lien senior secured term loan rating.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating. Please refer to Moody's
Withdrawal Policy on moodys.com.

Moody's previous rating action on BLB occurred on March 16, 2009
when Moody's downgraded the company's Corporate Family Rating to
Ca from Caa3, its first lien bank facilities to Caa3 from Caa2 and
the second lien term loan to C from Ca.

BLB Management Services, Inc. is a joint venture holding company
owned by Kerzner International Limited, Starwood Capital Group,
and Waterford Group LLC.  BLB's restricted operating subsidiary,
UTGR, Inc., owns and operates the Twin River racino located near
Providence, Rhode Island.  BLB recently completed a significant
renovation of Twin River which included expanded gaming space, and
improved non-gaming amenities.


BRSP LLC: Moody's Assigns 'B1' Rating on $275 Mil. Facility
-----------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to BRSP LLC's
$275 million term loan facility.  Proceeds of the debt will be
used to refinance BRSP's existing term loan, which was obtained to
finance the acquisition of certain lessor notes.  BRSP is a
special purpose entity indirectly owned by CIT Group, Inc., that
exists solely to act as borrower under the term loan and to hold
the lessor notes, which were issued as part of a leverage sale-
leaseback financing of two power generation projects in South
Carolina and Arizona with Calpine Corporation.  The debt is
secured by the lessor notes as well as pledges of the equity
interests in BRSP and the owner lessors (also indirectly owned by
CIT Group) that are issuers of the lessor notes.  In addition, the
owner participants that are the direct owners of the owner lessors
have pledged their rights to any dividends to the lenders.

Through the lessor notes and the lease agreements, the term loan
is ultimately but indirectly secured by lease payments
unconditionally guaranteed by Calpine Corporation related to two
natural gas fired power plants, as well as a lien on the two
generating facilities themselves, an assignment of the tolling
agreements with a creditworthy offtaker for one of the facilities.
The debt also benefits from a six months' cash funded debt service
reserve fund.  The rating reflects the credit quality of Calpine's
guarantee, which is the ultimate source of payment for the loans,
and the comparatively low degree of leverage relative to the
expected value of the collateral, including the favorable terms of
the tolls.  BRSP's probability of default under the term loan is
directly linked to Calpine's probability of default under its
guarantee, which is reflected in Calpine's B2 P(D) rating.  With
just under $200/kw of debt at closing, however, the B1 rating on
the loan also incorporates Moody's expectation of a relatively
high recovery, notwithstanding the plants' somewhat checkered
operating histories and the current relatively weak state of the
merchant power market in which the asset without a toll is
located.

BRSP's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer.  These attributes
were compared against other issuers both within and outside of
BRSP's core peer group and BRSP's rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

BRSP is a special purpose entity indirectly owned by CIT Group,
Inc., that was created solely to finance the acquisition of
certain lessor notes that secure its debt.


BUILDING MATERIALS: Chapter 11 Filing Cues Moody's 'D' Rating
-------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating of Building Materials Holding Corporation to D from Caa3
following its filing for protection under Chapter 11 of the US
Bankruptcy Code.  Subsequent to these rating actions, Moody's will
withdraw all of the ratings because the issuer has entered
bankruptcy.

These ratings for BMHC were downgraded:

  -- Corporate Family Rating, downgraded to Ca from Caa3;

  -- Probability of default, downgraded to D from Caa3; and

  -- Senior Secured Bank Credit Facility, downgraded to Ca, LGD4,
     50% from Caa3, LGD3, 49%.

The previous rating action on BMHC was the April 16, 2009,
downgrade of the corporate family rating to Caa3 from Caa1.

BMHC, headquartered in Boise, Idaho, is one of the largest
providers of residential building products and construction
services in the United States, with a focus in the western and
southern states.  Sales for the twelve months ending March 31,
2009, were $1.1 billion.


BUILDING MATERIALS: Gets Interim Approval For $80MM DIP Facility
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware in
Wilmington granted initial approval for Building Materials Holding
Corporation to access a new $80 million in debtor-in-possession
financing facility from Wells Fargo Bank and certain of its other
existing lenders.  At a hearing yesterday, the Court authorized
$40 million to be immediately available to the Company on an
interim basis, with the full $80 million accessible upon final
Court approval.  The Company expects the new financing to provide
ample liquidity to meet its ongoing obligations to employees,
customers and suppliers during the reorganization process.

Building Materials also received interim authorization to, among
other things, continue to meet its obligations to customers,
including the fulfillment of contracts and the honoring of all
warranties on normal terms in the ordinary course of business.
The Company also has received Court approval to continue to meet
its obligations to suppliers, employees and subcontractors.

"We are very pleased that the Bankruptcy Court in Delaware has
approved our First Day Motions and our DIP financing, which allow
us to continue business as usual and to meet our obligations to
our customers, suppliers and employees," said Robert E. Mellor,
Chairman and Chief Executive Officer.  "All of our operations are
open, and we are continuing to serve our customers with the same
focus and dedication as always.  We appreciate the support we have
seen from both our customers and suppliers as we move forward with
this process to make BMHC financially stronger for the long term."

BMHC 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.  In order to implement this
"pre-negotiated" restructuring plan in an efficient and timely
manner, on June 16, 2009, the Company and all of its subsidiaries
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.

BMHC will maintain normal operations and continue to pay employee
wages, salaries and benefits in the usual manner.  The Company
intends to make payment for goods received and services provided
to it on or after the filing date in the normal course of business
and in accordance with the terms of existing supplier agreements.
In addition, under its proposed Plan of Reorganization, the
Company expects to pay in full suppliers of goods provided in the
20 days prior to filing and those with claims of under $5,000.

The company's "First Day Motions" were approved on either a final
or interim basis at yesterday's hearing.  A hearing at which the
Company will seek final U.S. Court approval for the interim
financing order has been scheduled for July 1.

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.

BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074).  Judge Kevin J. Carey
handles the case.  Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel.  Paul Croci at Peter J. Solomon Company serves as
financial advisor.  Joseph Spano at Alvarez & Marsal North
America, LLC serves as restructuring advisor.  The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.


BULLSEYE COLLISION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bullseye Collision Center & Sales Inc
        6750 S Broadway
        Haysville, KS 67060

Bankruptcy Case No.: 09-11864

Chapter 11 Petition Date: June 16, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Todd Allison, Esq.
                  301 N Main, Ste 1600
                  Wichita, KS 67202
                  Tel: (316) 267-0331
                  Email: nfair@kmazlaw.com

Estimated Assets: $0 to $50,000

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

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

         http://bankrupt.com/misc/ksb09-11864.pdf

The petition was signed by Shellie K. Voelzke, president of the
Company.


BUTLER INT'L: To Sell Assets to Meet Buyer's Month-End Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the proposed sale process for Butler International Inc.

Butler America, LLC, which is already under contract to buy the
assets, has demanded an auction this month for the assets,
according to Bloomberg's Bill Rochelle.  Bloomberg relates that
the Bankruptcy Court has set a June 26 deadline for competing
bids, an auction a day later, and a sale hearing on June 29.

As reported by the TCR on June 12, Butler International, Inc., has
entered into a "stalking horse" asset purchase agreement with
Butler America, LLC, an affiliate of D. Stephen Sorensen, Chairman
and Chief Executive Officer of Select Staffing, to sell
substantially all of the assets of Butler International, Inc., and
certain of its subsidiaries to Butler America.

Under the terms of the agreement, Butler America has agreed,
subject to Court approval and other closing conditions, to acquire
substantially all of the non-publishing assets of Butler
International for approximately $27,000,000 in cash, subject to
certain adjustments.  Butler America has also agreed to assume
certain liabilities of Butler International.  The auction on June
28 will determine whether there are higher and better offers for
the Debtor's assets.  The Debtor will seek approval of the sale to
the highest bidder at the hearing on June 29.

                  About Butler International

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

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

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


CANTILLON CAPITAL: Will Close Hedge Funds
-----------------------------------------
Jenny Strasburg at The Wall Street Journal reports that Cantillon
Capital Management investors said that the Company it is closing
its hedge funds, after a second money-losing year.

WSJ relates that Cantillon Capital's hedge funds dropped about
10%, compared with about 19% for the industry in 2008.  WSJ notes
that the strength in stocks for the last several months has hurt
hedge funds like Cantillon Capital.  According to WSJ, many hedge
funds place so-called short bets, or wagers that stock prices will
drop, that can leave managers exposed to runaway losses if stocks
rise.  The report says that powerful stock-market rallies have
dealt harsh blows to some big hedge-fund winners of the past.
Citing Hedge Fund Research Inc., the report states that hedge
funds this year are solidly profitable, posting average gains
through May of about 9.8%.  According to the report, Cantillon
Capital was down 7% to 8% through May.

WSJ states that Cantillon Capital, unlike many money-losing
managers in 2008, didn't limit investor redemptions.

According to WSJ, Cantillon Capital manager William von Mueffling
will continue to manage about $1 billion in "long-only
investments", or bets that securities will rise in price.  WSJ
notes that long-only funds charge relatively modest but also
steady fees.  Citing a person familiar with the matter, WSJ states
that Mr. von Mueffling will halve his staff of more than 40 people
housed in New York and London, with hopes of rebuilding the
Company as long-only focused and that he is expecting interest
from pension funds and other investors.

Cantillon Capital Management is a multibillion-dollar hedge-fund
player run by William von Mueffling, who started the Company in
2003.


CANWEST MEDIA: Lenders Extend Forbearance to June 30; Talks Go On
-----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary,
Canwest Media Inc., is continuing discussions with the members of
an ad hoc committee of 8% noteholders of CMI regarding a
recapitalization transaction.

The holders of the new 12% senior secured notes of CMI and Canwest
Television Limited Partnership as well as CIT Business Credit
Canada Inc., the provider of a senior secured revolving asset-
based loan facility to CMI, have agreed to extend to June 30,
2009, the date by which CMI must reach an agreement in principle
with members of the Ad Hoc Committee in respect of a
recapitalization transaction, as well as certain other milestones
that were to be achieved by June 15, 2009.

CMI and the members of the Ad Hoc Committee have also entered into
a further extension agreement and forbearance to June 30, 2009.

As reported by the Troubled Company Reporter on May 26, 2009,
Canwest Media and Canwest Television and certain parties entered
into an agreement, pursuant to which the parties will purchase the
U.S. dollar equivalent of C$105 million principal amount of 12%
senior secured notes of CMI and CTLP for an aggregate purchase
price of the U.S. dollar equivalent of C$100 million.  CIT agreed
to provide a senior secured revolving ABL facility for
C$75 million to CMI.  Both transactions were expected to close
May 21, 2009.

Canwest has kept the identity of the Purchasers confidential.

Moreover, the Note Purchase Agreement provides that in the event
Canwest Media or Canwest Television seeks creditor protection
under the Companies' Creditors Arrangement Act or comparable
legislation, the Notes will be converted into a debtor-in-
possession financing arrangement.  The Purchasers also suggested
FTI Consulting to be appointed as monitor in the event of a CCAA
filing.

Canwest also said in May that the senior lenders under the CMI
existing credit facility extended their waiver agreement until
June 2, 2009, and also agreed to defer certain payments
aggregating approximately $10 million until June 2, which would
allow completion of the new facilities.  Additionally, Canwest
also said CMI and the members of the Ad Hoc Committee entered into
a further agreement and forbearance until June 15, subject, among
other things, to closing of the issuance of the Senior Secured
Notes.

Under the terms of the new financing arrangements, CMI originally
agreed to satisfy certain milestones within certain time frames:

     * On or before June 15, 2009, reaching an agreement in
       principle with members of the Ad Hoc Committee in respect
       of a recapitalization transaction.

     * On or before July 15, 2009, entering into a definitive
       agreement with members of the Ad Hoc Committee with respect
       to the recapitalization transaction.

CMI used proceeds from the issue and sale of the Senior Secured
Notes and from CIT's ABL facility to, among other things, repay
the current lenders all amounts owing under CMI's existing senior
credit facility and settle related obligations.

            About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 on news the company decided to not make payments totaling
$10 million due under its senior secured credit facility on
May 29, 2009, the end of the company's fiscal quarter.  This
suggests that CLP has chosen to force the issue with its bank
lenders, and is also likely an indication that ongoing
negotiations with the bank lenders were not going well, according
to Moody's.  Given the recent experience of CLP's parent company,
Canwest Media Inc., this step was likely unavoidable.  Since the
payment includes a principal component and there is no cure
period, the bank credit facility is now in default.  The lenders
have not accelerated repayment.

The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'.  S&P also lowered the rating on the
company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.  The recovery ratings on the debt obligations are
unchanged.


CAPITAL CORP: Wilmington Trust Appointed to Creditors' Panel
------------------------------------------------------------
Wilmington Trust Corporation has been appointed by the United
States Trustee to the unsecured creditors' committee in the
bankruptcy of Capital Corporation of the West, which filed for
Chapter 11 protection on May 11, 2009 in the United States
Bankruptcy Court, Eastern District of California.

Previously Wilmington Trust was appointed indenture trustee on
behalf of creditors who hold approximately $25.7 million of debt
issued by CCOW.  Wilmington Trust is not a direct holder of CCOW
debt and has no direct credit exposure to the company or its
affiliates.  Wilmington Trust is paid a fee for providing trust
services such as those related to the CCOW case.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                     About Wilmington Trust

Wilmington Trust Corporation provides Regional Banking services
throughout the mid-Atlantic region, Wealth Advisory Services for
high-net-worth clients in 36 countries, and Corporate Client
Services for institutional clients in 88 countries.  Its wholly
owned bank subsidiary, Wilmington Trust Company, which was founded
in 1903, is one of the largest personal trust providers in the
United States and the leading retail and commercial bank in
Delaware.  Wilmington Trust Corporation and its affiliates have
offices in Arizona, California, Connecticut, Delaware, Florida,
Georgia, Maryland, Massachusetts, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                  About Capital Corp of the West

Capital Corporation of the West is a bank holding company, whose
primary asset and source of income is County Bank of Merced.  The
Bank is a community bank with operations located mainly in the San
Joaquin Valley of Central California with additional business
banking operations in the San Francisco Bay Area.  The corporate
headquarters of the Company and the Bank's main branch facility
are located at 550 West Main Street, Merced, California.

County Bank was closed February 6, 2009, by the California
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Westamerica Bank, based in San Rafael, California,
to assume all of the deposits of County Bank.  As of February 2,
2009, County Bank had total assets of approximately $1.7 billion
and total deposits of $1.3 billion.  In addition to assuming all
of the failed bank's deposits, including those from brokers,
Westamerica Bank agreed to purchase all of County Bank's assets.

Capital Corp of the West filed for bankruptcy on May 11, 2009
(Bankr. E.D. Calif. Case No. 09-14298).  Judge W. Richard Lee
presides over the case.  Paul J. Pascuzzi, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  As of September 30, 2008, Capital Corp. of
the West had $1.87 billion in total assets, $1.79 billion in total
liabilities and shareholders' equity of $73.9 million.  In its
Chapter 11 petition, the Company disclosed $6,789,058 in total
assets and $68,096,190 in total debts.


CELL THERAPEUTICS: Defers Payment of 25% Executives Cash Bonuses
----------------------------------------------------------------
Cell Therapeutics Inc. disclosed in a filing with the Securities
and Exchange Commission that the payment of 25% of the fiscal year
2008 cash bonuses awarded to the Company's management team was
deferred.  The board of directors has determined that the Company
was sufficiently liquid to pay the remaining amount.

The Company considered cancelling these bonus opportunities.
However, on June 4, 2009, the board reconsidered the Company's
cash position and the Compensation Committee of the board
determined that it would be appropriate to pay the deferred
portion of the fiscal 2008 bonuses.

Accordingly, payments will be made to the Company's named
executive officers in these amounts:

Name and Principal Position             Deferred Payment of
                                        Fiscal 2008 Bonus

James A. Bianco, M.D.,
chief executive officer                 $121,875

Craig W. Philips, president             $16,750

Louis A. Bianco executive vice
president, finance and administration   $41,250

Jack W. Singer, M.D., executive vice
president, chief medical officer        $38,250

Daniel Eramian, executive vice
president, corporate communications     $35,448

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

At March 31, 2009, the Company's balance sheet showed total assets
of $42.9 million and total liabilities of $$158.9 million,
resulting in a stockholders' deficit of about $116.0 million

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008 and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
approximately $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.

the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2008.  Given the above factors and the Company's
inability to demonstrate its ability to satisfy the monetary
liabilities raises substantial doubt about the Company's ability
to continue as a going concern.


CHENIERE ENERGY: Board OKs $160,000 Compensation to Directors
-------------------------------------------------------------
The Board of Directors of Cheniere Energy, Inc., on June 12, 2009,
approved the recommendation of the Governance and Nominating
Committee to compensate each non-employee director by $160,000 for
services for the period from the current year's Annual Meeting of
Stockholders (June 12, 2009) until the next year's Annual Meeting
of Stockholders.  Additional compensation of $20,000 for the
Annual Period was approved for each of the chairman of the Audit
Committee, the chairman of the Compensation Committee and the Lead
Director.  Additional compensation of $10,000 for the Annual
Period was approved for the chairman of the Governance and
Nominating Committee.

Compensation will be paid, at the election of the director, either
100% in shares of restricted stock of the Company or 50% in cash
and 50% in shares of restricted stock of the Company.  If a
director elects to receive 50% of his or her compensation in cash,
such cash payments will be made quarterly as of the 15th day of
August, November, February and May, beginning on August 15, 2009.
Payment in the form of restricted stock will be made June 15,
2009, and the number of shares granted will be determined by the
closing price of the Company's common stock as reported on the
NYSE Amex on the Date of Grant.

Vesting of the restricted stock will occur in full on the first
anniversary of the Date of Grant.

         Amendment No. 4 to the 2003 Stock Incentive Plan

Moreover, the Company's Board unanimously adopted, subject to
stockholder approval, Amendment No. 4 to the 2003 Stock Incentive
Plan.  Amendment No. 4:

   -- increases the number of shares of common stock available for
      issuance under the 2003 Plan from 11,000,000 shares to
      21,000,000 shares (subject to adjustment for stock
      dividends, stock splits and certain other changes in
      capitalization, pursuant to the terms of the 2003 Plan),

   -- increases the maximum number of shares that can be granted
      to any one individual during a calendar year from 1,000,000
      to 3,000,000 shares of common stock,

   -- increases the aggregate cash awards that may be payable to
      an individual during any calendar year from $10 million to
      $25 million, and

   -- adds an additional business criterion relating to contracted
      LNG quantity to the list of permissible business criteria
      pursuant to which performance awards may be granted under
      the 2003 Plan.

The Board presented Amendment No. 4 to the stockholders and
recommended that the stockholders approve Amendment No. 4 at the
Annual Meeting of Stockholders.  Amendment No. 4 received an
affirmative vote of the majority of the shares entitled to vote on
such matter and present at the Annual Meeting and was approved by
the stockholders effective as of June 12, 2009.

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

As of March 31, 2009, Cheniere had $2.89 billion in total assets,
$3.33 billion in total liabilities and $238.9 million in non-
controlling interests, resulting in $683.9 million in
stockholder's deficit and $444.9 million in total deficit.


CHRYSLER LLC: To Resume Production at 7 Assembly Plants
-------------------------------------------------------
Chrysler Group LLC, the new company formed by Italy-based
automaker Fiat S.p.A. under its deal with Chrysler LLC, is set to
restart the operations of its seven assembly plants at the end of
June.

Chrysler Group confirmed in its June 17 statement that plants in
Sterling Heights and Warren, Michigan; St. Louis; Toledo, Ohio;
Brampton and Windsor, Ontario; and Toluca, Mexico, will return to
production on June 29.  The plants have been idle since Chrysler
LLC filed for bankruptcy protection on April 30.

Toledo Supplier Park makes the Jeep Wrangler, while Brampton,
Ontario makes the Chrysler 300, Dodge Charger and Challenger.
Chrysler and Dodge minivans are built in Windsor, and Toluca makes
the Dodge Journey crossover and Chrysler PT Cruiser, Reuters
reported.  Moreover, the Chrysler Sebring and Dodge Avenger are
made in Sterling Heights while the Dodge Ram and Dodge Dakota are
made in Warren.  The St. Louis Plant assembles the Dodge Ram.

Chrysler Group's powertrain and stamping factories that supply the
assembly plants will also resume operations on June 29.

Chrysler Group's Conner Avenue assembly plant, which produces the
Dodge Viper brand, returned to production last June 15.  Last
year, Chrysler LLC had announced that it intended to sell off the
Viper brand but it had not received any bids that met its
requirements.  The Viper was introduced in the 1992 model year,
and only 25,000 have been sold since then, according to a
CNNMoney.com report.

The eight assembly plants that are restarting employ about 15,000
workers.

The company statement said all Chrysler Group plants will be
closed during a previously announced two-week Summer Break the
weeks of July 13 and 20.

Re-start of production at other Chrysler Group assembly plants
will be announced at a later date.

When the factories come back on line, their work will be done
under a different manufacturing system, one used in Europe by Fiat
Group SpA called "World Class Manufacturing," The Associated Press
reported.

According to union officials, training in the new manufacturing
methods got under way in early June, with workers learning a more
detail-oriented, data-driven process that is similar to but less
bureaucratic than Chrysler's system, the report said.

Five Chrysler assembly plants that will stay dark include the
Jefferson North plant in Detroit that makes the Jeep Grand
Cherokee and Commander sport utility vehicles, and the Belvidere,
Illinois, factory that makes Chrysler's smallest offerings, the
Dodge Caliber and Jeep Compass and Patriot, AP reported.

                        About Chrysler LLC

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

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the terms
approved by the Bankruptcy Court, the company formerly known as
Chrysler LLC on June 10, 2009, formally sold substantially all of
its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.



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


CLAIRE'S STORES: Balance Sheet Upside-Down by $79MM as of May 2
---------------------------------------------------------------
Claire's Stores Inc. and subsidiaries posted a net loss of
$29.0 million on net sales of $293.0 million for the three months
ended May 2, 2009.  This is compared to a net loss of
$35.5 million on net sales of $327.0 million for the three months
ended May 3, 2008.

Claire's Stores reports, at May 2, 2009, that it has
$2,877,264,000 in assets, $212,884,000 in current liabilities and
$2,743,540,000 in long-term liabilities (for $2,956,424,000 in
total liabilities).

As of May 2, 2009, Claire's Stores had cash and cash equivalents
of $206.7 million, and substantially all of the cash equivalents
consisted of U.S. Treasury Securities.  Claire's Stores noted in a
regulatory filing that the current distress in the financial
markets has resulted in extreme volatility in security prices and
has had a negative impact on credit availability, and there can be
no assurance that its liquidity will not be affected by changes in
the financial markets and the global economy or that its capital
resources will at all times be sufficient to satisfy liquidity
needs.

"Although we believe that our existing cash will provide us with
sufficient liquidity through the current credit crisis, tightening
of the credit markets could make it more difficult for us to
access funds, refinance our existing indebtedness and enter into
agreements for new indebtedness," Claire's Stores said.

"We have significant amounts of cash and cash equivalents at
financial institutions that are in excess of federally insured
limits.  With the current financial environment and the
instability of financial institutions, we cannot be assured that
we will not experience losses on our deposits.

"We anticipate that cash generated from operations will be
sufficient to meet our future working capital requirements, new
store expenditures, and debt service requirements as they become
due. However, our ability to fund future operating expenses and
capital expenditures and our ability to make scheduled payments of
interest on, to pay principal on, or refinance indebtedness and to
satisfy any other present or future debt obligations will depend
on future operating performance."

                       About Claire's Stores

Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R).  Icing operates only in North America; Claire's
operates worldwide.  As of January 31, 2009, Claire's Stores, Inc.
operated 2,969 stores in North America and Europe.  Claire's
Stores, Inc., also operates through its subsidiary, Claire's
Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture
with AEON, Co., Ltd.  The Company also franchises 198 stores in
the Middle East, Turkey, Russia, South Africa, Poland and
Guatemala.


CONTINENTAL AIRLINES: S&P Puts 'CCC+' Rating on Subordinated Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'A-' rating to Continental Airlines Inc.'s series
2009-1 Class A pass-through certificates, with an expected
maturity of July 8, 2016.  The final legal maturity will be 18
months after the expected maturity.  The issues are a drawdown
under a Rule 415 shelf registration.  Standard & Poor's will
decide on ratings to assign on conclusion of a legal review of the
documentation.  S&P is also assigning preliminary ratings to the
Rule 415 shelf registration filed April 24, 2009, including 'B-'
to the senior unsecured debt, 'CCC+' to the subordinated debt, and
'A-' to equipment trust certificates.

"The preliminary 'A-' rating is based on Continental's credit
quality, substantial collateral coverage by desirable aircraft,
and on legal and structural protections available to the pass-
through certificates," said Standard & Poor's credit analyst Betsy
R. Synder.  "The company will use the proceeds of the offering to
acquire five B737-900ER aircraft being delivered this year, and
refinance three B777-200ER, four B737-700, three B737-800, and two
757-200 aircraft, which Continental already owns," she continued.
Each aircraft's secured notes are cross-collateralized and cross-
defaulted, a provision that S&P believes increases the likelihood
that Continental would affirm the notes (and thus continue to pay
on the certificates) in a bankruptcy.

Standard & Poor's 'B' corporate credit rating on Continental
reflects its participation in the high-risk airline industry and a
heavy debt and lease burden, but also better-than-average
operating performance among its peer large U.S. hub-and-spoke
airlines.

The outlook is negative.  Although Continental currently has
adequate liquidity, worse-than-expected economic conditions and
revenue weakness could erode the company's financial profile.  S&P
may lower S&P's rating if unrestricted cash and short-term
investments fall below $2 billion.  If Continental can weather the
downturn and industry conditions improve, S&P could revise the
outlook to stable.


COOPER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cooper Brothers, LLC
        P.O. Box 149
        West Poland, Me 04291

Bankruptcy Case No.: 09-20896

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Cooper Packing, Inc.                           09-20897
    K.W. Cooper & Sons, LLC                        09-20898

Chapter 11 Petition Date: June 16, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Richard P. Olson, Esq.
                  Perkins Olson, PA
                  30 Milk St.
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159
                  Email: rolson@perkinsolson.com

Total Assets: $673,000

Total Debts: $4,021,091

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/meb09-20896.pdf

The petition was signed by Peter J. Bolduc, Jr., manager of the
Company.


COOPER-STANDARD AUTOMOTIVE: S&P Cuts Corp. Credit Rating to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Cooper-Standard Automotive Inc. to 'D'
(default) from 'CC' and lowered the issue-level rating on the
company's senior unsecured and subordinated debt to 'D' from 'C'.
S&P also lowered the rating on the company's senior secured debt
to 'CC' from 'CCC-'.

Cooper-Standard Holdings Inc., the unrated parent company of
Cooper-Standard Automotive, announced on June 15, 2009, that it
would not make interest payments due that day on its 7% senior
notes due in 2012 and 8.375% senior subordinated notes due in
2014.  Under the indentures governing the senior notes, Cooper-
Standard has a 30-day grace period to make interest payments on
these notes before there is an event of default.

"We are not confident that Cooper-Standard will make the payments
within the grace period," said Standard & Poor's credit analyst
Nancy Messer.  "Among other outcomes, the company might pursue a
distressed exchange or file for bankruptcy under Chapter 11," she
continued.


COREL CORP: Denies Knowledge on Surge in Trading Volume, Price
--------------------------------------------------------------
Corel Corp. on Friday confirmed that it is not aware of any
undisclosed material changes relating to the Company or its
business.  Corel issued the statement in response to inquiries
related to a recent increase in its trading volume and trading
prices.

On June 11, StreetInsider.com in a report entitled "Unusual 11
Mid-Day Movers 6/11" noted that Corel shares were trading 36.1%
higher.  StreetInsider.com said, "not hearing any news or rumors
related to the stock, but the price action could suggest traders
are speculating that a takeover bid could be coming.  Back in
early 2008, the company's largest shareholder, Vector Capital,
offered to buy the remaining shares for $11, but by the end of
summer, the firm had withdrawn its bid."

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the company's global e-
Stores, and the company's international network of resellers and
retail vendors.

The company's product portfolio includes CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and
WinZip(R).  The company's global headquarters are in Ottawa,
Canada, with major offices in the United States, United Kingdom,
Germany, China, Taiwan and Japan.

As of February 28, 2009, Corel had $245.8 million in total assets
and $255.2 million in total liabilities, resulting in
$9.4 million in stockholders' deficit.

                           *     *     *

The Troubled Company Reporter reported on November 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
August 31, Corel had US$159 million of debt outstanding.


COYOTES HOCKEY: Owner to Work on Open, Transparent Sales Process
----------------------------------------------------------------
Jerry Moyes, the principal owner of the Phoenix Coyotes, and his
legal team gave reaction to a June 15, 2009 ruling by Bankruptcy
Judge Redfield T. Baum.

As reported by the Troubled Company Reporter on June 17, 2009, 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.  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.

According to Mr. Moyes, Judge Baum denied the Coyotes' motion to
relocate without prejudice, which means the decision is subject to
further consideration by the court if resubmitted.  Mr. Moyes
noted that the Judge's order leaves open the possibility that the
relocation issue will be addressed again at a later date.  "Now
the most important thing for us to do is work towards an open and
transparent sales process that will result in obtaining the most
money for the team's creditors," said Mr. Moyes.

Mr. Moyes went on to say, "The case depends upon whether the NHL
denies relocation under any circumstances and thus violates anti-
trust laws, or specifies a relocation fee that is reasonable in
this case."  The Judge cited with approval cases involving
relocation of other professional franchises, including the NFL
Raiders from Oakland to Los Angeles, California.

The Judge also soundly rejected the positions of the NHL, NBA, MLB
and NFL that allowing such sales in a bankruptcy proceeding would
"wreak havoc" in professional sports, citing numerous examples of
teams that have moved locations or filed bankruptcy proceedings
such as the Baltimore Colts, San Diego Clippers and Seattle
Pilots.  The judge also stressed that "maximizing recovery for all
of the creditors is the paramount concern of the court."

According to the Coyotes' attorney, Thomas J. Salerno, Esq., at
Squire Sanders Dempsey, "The most significant part of the Judge's
decision may be that the rule of law will decide, as it has in
anti-trust cases, if league rules are unequivocally enforceable or
whether rights and powers under the Bankruptcy Code render some of
those rules unenforceable."

Separately, referring to a recent statement by Deputy Commissioner
Bill Daly, Mr. Moyes stated, "I am dismayed at Deputy Commissioner
Daly's implication that owners of NHL franchises who spend tens of
millions of dollars supporting their teams and communities are not
legitimate creditors of those teams."

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.


COYOTES HOCKEY: Buyers Need $20MM in City Aid, Jim Balsillie Says
-----------------------------------------------------------------
Buyers who want to keep Phoenix Coyotes in Glendale would likely
require a $20 million financial backing from the city, Mike
Sunnucks at Phoenix Business Journal reports, citing Jim
Balsillie.

As reported by the Troubled Company Reporter on June 17, 2009, the
Hon. Redfield Baum of the U.S. Bankruptcy Court for the District
of Arizona rejected Mr. Balsillie's $213 million offer to acquire
Phoenix Coyotes and move it to Canada.  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.

According to Business Journal, Mr. Balsillie's representatives
said that the $20 million estimate stems from bankruptcy court
filings outlining potential help for the team Glendale might offer
Phoenix Coyotes.  Incentives could run into financial and legal
issues as Phoenix-area governments budget troubles and the Arizona
Supreme Court is looking at the legality of economic development
and other subsidies, the report says, citing the representatives.

Mr. Balsillie's representatives said that he is considering
reworking the bid with a different timetable, Business Journal
relates.

                        About Coyotes Hockey

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates,
including Coyotes Hockey LLC, own the Phoenix Coyotes team and
franchise in the National Hockey League.

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.


CRITICAL ACCESS HEALTH: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Critical Access Health Services Corp.
           dba Washington County Memorial Hospital
        911 N. Shelby
        Salem, IN 47167

Bankruptcy Case No.: 09-92085

Chapter 11 Petition Date: June 16, 2009

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

Judge: Basil H. Lorch III

Debtor's Counsel: Christine K. Jacobson, Esq.
                  Katz & Korin, PC
                  334 N. Senate Avenue
                  Indianapolis, IN 46204-1708
                  Tel: (317) 464-1100
                  Fax: (317) 464-1111
                  Email: cjacobson@katzkorin.com

                  Michael W. Hile, Esq.
                  Katz & Korin PC
                  334 N. Senate Ave.
                  Indianapolis, IN 46204-1708
                  Tel: (317) 464-1100
                  Email: mhile@katzkorin.com

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

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

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

          http://bankrupt.com/misc/insb09-92085.pdf

The petition was signed by Aaron M. Lee.


DBSI INC: Creditors Committee Seeks to File Competing Plan
----------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of DBSI, Inc. and its affiliated debtors asks the U.S.
Bankruptcy Court for the District of Delaware for an order:

   (l)(a) pursuant to 11 U.S.C. Sec. 1121(d) terminating the
          Debtors' exclusive rights under 11 U.S.C. Sec. 1121
          solely to allow the Committee to file and solicit
          acceptances of a chapter 11 plan, or, in the
          alternative,

      (b) pursuant to 11 U.S.C. Sec. 1104(a) directing the
          appointment of a trustee to be in possession, and to
          manage the affairs and operations, of the Debtors'
          estates in replace of the Debtors; and

   (2) further continuing the hearing on the Debtors' disclosure
       statement.

As reported by the TCR on May 13, 2009, DBSI Inc. and its debtor-
affiliates delivered to the Court a joint Chapter 11 plan of
liquidation, which creates a liquidating trust on the plan's
effective date.  Under the plan, among other things, holders of
unsecured claims against the Debtors will receive a pro rata
share.  However, the Debtors' plan did not indicate the estimated
recovery that unsecured creditors would receive.  A full-text copy
of the Debtors' Joint Chapter 11 Plan of Liquidation is available
for free at http://ResearchArchives.com/t/s?3cbd

Dennis A. Meloro, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, asserts that DBSI's "beleaguered and conflicted" insider
management to should now cede control over the plan process.
"These chapter 11 cases began under the cloud of fraud allegations
and distrust, darkened by a class action securities fraud suit and
further darkened by the Debtors' misguided attempts to obtain
insider releases and other concessions via a self-inflicted threat
to immediately reject their entire TIC master-lease portfolio."

                       Non-Filed Entities

The Creditors Committee notes that 181 DBSI affiliates have sought
chapter 11 relief in the jointly administered cases, but there are
many more Non-Filed Entities that remain outside of chapter 11
protection.  Collectively, the Debtors and the Non-Filed Entities
comprise a vast byzantine network of interconnected interests in
numerous commercial real estate and non-real estate projects and
businesses.

According to Mr. Meloro, after a careful review by the Committee
(and the examiner appointed in the Chapter 11 cases) of the
Debtors' schedules of assets and liabilities and the disclosure
statement to their proposed Plan, these fundamental truths have
emerged:

  -- An entire universe of DBSI entities (the "Non-Filed
     Entities") with untold assets have been obscured and excluded
     from the Chapter 11 proceedings, despite a vast web of
     intercompany claims that binds them to the Debtors under the
     purview of the Court; and

  -- The pervasively overlapping insider ownership of these Non-
     Filed Entities creates significant conflicts of interest that
     have rendered DBSI management incapable of honoring their
     fiduciary duties to proceed with a chapter 11 plan designed
     to further the best interests of the estates.

The Committee relates the Non-Filed Entities include Kastera, LLC
and subsidiaries DBSI Investments Limited Partnership, Stellar
Technologies LLC and several subsidiary technology companies, DBSI
Redemption Reserve, numerous limited partnerships in which
DBSI'Inc., DBSI Investments Limited Partnership and DCI, Inc. are
general partners, numerous special purpose entities (generally
limited liability companies), dissolved partnerships and other
miscellaneous entities.

Mr. Meloro asserts that the overlap among the DBSI Debtors and the
Non-Filed Entities and the sweeping entanglement among their
financial affairs are demonstrated by these intercompany claims
and transfers:

    -- A $192 million claim by DBSI Inc. against DBSI Redemption
       Reserve.

    -- A $124 million claim by DBSI Redemption Reserve against
       Stellar Technologies LLC.  Stellar is a holding company for
       various technology companies, which appear to have been the
       ultimate recipients of substantial investments that were
       down-streamed from DBSI Redemption Reserve.

    -- A $99.8 million claim by DBSI Redemption Reserve against
       DBSI Investments Limited Partnership.  The Committee and
       the examiner continue to investigate the extent to which
       DBSI Investments Limited Partnership distributed these
       funds to its insider general partners and/or its controlled
       limited partnership subsidiaries or otherwise.

    -- A $28.5 million claim by DBSI 2008 Notes Corporation
       against Stellar.  This claim may be secured by Stellar's
       ownership interest in technology companies.

    -- A $13 million claim by DBSI Guaranteed Capital Corporation
       against Stellar.  This claim may be secured by Stellar's
       ownership interest in technology companies.

    -- A $9 million claim by DBSI Real Estate Funding Corporation
       against DBSI Investments Limited Partnership.

    -- An $8.8 million claim by DBSI 2008 Notes Corporation
       against DBSI Western Technologies LLC, which is the holding
       company for Non-Filed Entity DBSI Western Electronics LLC.

    -- A $7.8 million claim by DBSI Redemption Reserve against
       Western Technologies.

    -- A $7 million claim by DBSI Inc. against Kastera LLC.

    -- A $7 million claim by DBSI 2006 Secured Notes Corporation
       against Kastera Homes LLC.  Kastera Homes LLC borrowed from
       DBSI 2006 Notes Corporation to fund its development of
       certain residential real estate projects.  The Kastera
       Homes LLC borrowings are secured by mortgages and deeds of
       trust in favor of DBSI 2006 Notes Corporation in the
       underlying real estate.

    -- A $6.5 million claim by REF against DBSI Redemption
       Reserve.

    -- A $3.7 million claim by DBSI Guaranteed Capital Corporation
       against Western Technologies, which may be secured by
       Western Technologies' ownership interest in DBSI Western
       Electronics LLC.

    -- A $2.1 million claim by REF against Kastera Homes LLC. REF
       also lent funds to Kastera Homes LLC for the development of
       residential real estate projects, which loans are secured
       by mortgages and deeds of trust in favor of REF in the
       underlying real estate.

According to the Committee, aside from the intercompany claims,
the Debtors directly or indirectly own majority interests in the
Non-Filed Debtors.

During plan negotiations, the Committee inquired of the Debtors
how they intended to resolve these significant Non-Filed Entity
issues.  After months of asking, the Committee received the answer
that the Debtors will not proceed with a plan that makes any
attempt to incorporate the Non-Filed Entities in any way.

                         Fiduciary Duties

"Whether the Debtors are motivated by pie-in-the-sky visions of
retaining value or simply setting up a new scheme to leverage
releases, the Debtors are not honoring their fiduciary duties to
maximize value for the benefit of the estates and their
constituencies," Mr. Meloro contends.  "Instead, the Debtors are
plainly acting to further the conflicted self-interests of
others."

After reviewing its options, the Committee believes that
terminating exclusivity solely to allow the Committee to files its
own plan and disclosure statement will best serve the interest of
the Debtors' estates.

The Debtors, Mr. Meloro points out do not have the resources and
liquidity to endure a protracted stay in chapter 11.  He says
confirmation of DBSI's plan, which fails to incorporate the Non-
Filed Entities, will only expose a liquidating trustee to future
litigation and continued attempts to assert control by the DBSI
insiders.

The Committee states is preparing and will be prepared to file a
plan and disclosure statement that will actively engage the Non-
Filed Entity issues and leave a post-confirmation liquidating
trustee in control of the assets from which distributions to
creditor beneficiaries will be generated.  Other than addressing
the crucial issue of how to incorporate the Non-Filed Entities,
the Committee's plan does not require substantial modification to
the Debtors' plan.  Thus, the double-track confirmation process
can proceed apace (and benefit from at least the preliminary
results of the examiner's investigation), Mr. Meloro contends.

"A competing plan process will prevent the Debtors from forcing
creditors to choose between an incomplete plan that omits the Non-
Filed Entities and no plan at all," Mr. Meloro points out.

If the Court is not inclined to terminate exclusivity to allow
competing chapter 11 plans, the Committee proposes that the Court
appoint a chapter 11 trustee.  Mr. Meloro asserts that absent the
ability for the Committee to propose a plan, a neutral third party
not only to investigate the Debtors' affairs (as is being done by
the examiner), but also to have and exercise the authority to
manage those affairs through the chapter 11 plan process, is
necessary.

                         Committee's Plan

The Committee intends to file a competing plan that largely
mirrors the Debtors' plan with the addition of several key
provisions to address the Non-Filed Entities, including:

   -- The Committee's plan will address the intercompany claims
      among Debtors and Non-Filed Entities -- particularly those
      involving DBSI Redemption Reserve Fund and DBSI
      Investments Limited Partnership;

   -- The Committee's plan will include a mechanism for the direct
      transfer of the Kastera Collateral and the resolution of
      claims among the Debtors and the Kastera affiliates;

   -- The Committee's plan will include a mechanism to vest the
      liquidating trust with the technology company claims and
      ownership interests held by Stellar and Western;

   -- The Committee's plan will specifically delineate the
      transfer of other Non-Filed Entities and assets, and the
      resolution of other claims among Debtors and Non-Filed
      Entities.

According to Mr. Meloro, in contrast to the Debtors' plan, the
Committee's plan will (i) be accompanied by full and complete
disclosure regarding the Debtors and the Non-Filed Entities, (ii)
maximize value for the benefit of the Debtors' estates and
constituents, (iii) ensure that a post-confirmation liquidating
trust will not be handcuffed by third-party disputes, and (iv)
provide the closure and certainty that parties in interest need to
move on from these very difficult chapter 11 cases.

Accordingly, the Committee proposes this plan schedule in the
event that the Court terminates exclusivity for the Committee to
files its plan:

   * June 29, 2009 - Committee files its plan and disclosure
                     statement (the Debtor should file revised
                     plan and disclosure statement prior to this
                     date).

   * July 28, 2009 - Examiner files preliminary report.

   * July 31, 2009 - Committee and Debtors file amended
                     plans/disclosure statement(s) with any
                     revisions prompted by examiner report.

   * Aug. 4, 2009  - Continued hearing on Committee/Debtor plans
                     and disclosure statement(s).

   * Aug. 25, 2009 - Confirmation objection deadline for
                     Committee-Debtor plans.

   * Aug. 31, 2009 - Confirmation hearing for Committee/Debtor
                     plans.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts both between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.


DELPHI CORP: Panel Wants Discovery on Platinum Equity Deal
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Delphi Corp. and its affiliates tells the U.S. Bankruptcy
Court for the Southern District of New York that it intends to
propound discovery requests on the Debtors with respect to the
proposed modifications to their Plan of Reorganization and the
proposed sale to General Motors and Platinum Equity.  The
Committee notes that the Debtors have indicated the panel may not
conduct discovery with respect to the plan modifications or the
proposed alternative section 363 sale until a contested matter
exists.

The Committee has objected to the terms of the proposed sale,
which would leave unsecured creditors with a small recovery, at
best.

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, of a sale of
substantially all their operating businesses to 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 to GM Components Holdings LLC, an affiliate of
General Motors Corporation, under a Master Disposition Agreement.

The Committee reserves the right to supplement its objection at a
later date.

            Platinum Equity Comments on Court Ruling

Meanwhile, Platinum Equity issued a statement on a ruling by Judge
Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York, instructing Delphi to ensure that other
potential bidders are considered as Delphi proceeds with the sale
of its assets.

According to Platinum Equity, although it has an executed
agreement in place, it fully supports maintaining "what has always
been an open and competitive process."

"As that process reaches culmination, we are confident that our
offer will be validated as the highest and best before the court,"
Platinum Equity said in a news statement.

As reported by yesterday's Troubled Company Reporter, during the
June 10 preliminary hearing on Delphi Corp.'s proposal to amend
its Chapter 11 plan, Judge Drain directed the Debtors to establish
bidding procedures for an auction of their assets.

Billionaire Carl Icahn has been reported to be considering a bid
on Delphi's assets pursuant to an auction.  A source privy to the
matter told The New York Post said 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, said
Mr. Icahn's offer could have been a better deal for Delphi's
creditors.

Platinum Equity said it has spent nearly three years working with
Delphi and its stakeholders, under the supervision of the court,
to devise a solution that best ensures the long-term health of the
business after its emergence from Chapter 11.

"We have never been the only prospective bidder in the process,
nor even necessarily the favored bidder.  But we have persevered
with only one objective: Putting the strongest and most
comprehensive solution on the table and delivering value for all
of Delphi's stakeholders.

"We have spent thousands of hours analyzing all aspects of
Delphi's business from a global, divisional, business unit and
product-line perspective.

"We have studied, in detail, Delphi's revenue and capital plans,
its programs, commodity exposure, foreign currency exposure,
manufacturing footprint, IT systems, allocation methodology,
engineering resources and SG&A resources.

"We have held hundreds of meetings to discuss all aspects of
Delphi's business with management and employees at the
headquarters and divisional level; with General Motors and other
major OEM customers; and with the United Auto Workers union.

"Based on all of those meetings and a comprehensive analysis of
what it will take to operate the business successfully, we have
developed a comprehensive strategic operating plan for Delphi
going forward."

Platinum Equity said it is the only bidder that has:

   -- provided a full and final global resolution to Delphi's
      Bankruptcy case;

   -- provided a substantial investment of new financial capital
      in the deal;

   -- provided a substantial investment of intellectual capital
      and operational resources that will ensure the future
      vitality of the business;

   -- provided a team and comprehensive business plan that will
      result in a healthy and well-capitalized Delphi that will
      survive as a long-term, extremely stable supplier to
      customers;

   -- provided stakeholder General Motors with the right to
      acquire key sites and operations while protecting GM's
      supply of parts through an orderly and collaborative
      transition;

   -- provided certainty of closing within the timeline outlined
      by the U.S. Bankruptcy Court, which envisions a final
      hearing date of July 23, 2009.

"Numerous other parties have had full and complete access to
Delphi and its stakeholders, and the opportunity to make a
competing bid for this business over the past 31/2 years. In just
the past few weeks, we were informed that another prospective
bidder conducted substantive diligence but chose not to finalize a
bid prior to the June 1, 2009 deadline," Platinum Equity said.

As the sale process now approaches culmination, Platinum Equity
said it fully supports Judge Drain's decision to maintain an open
and competitive process that allows any other party an opportunity
to meet all of the conditions necessary to complete the
transaction within the timeline approved by the court to
successfully resolve the Delphi bankruptcy case.

                         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)


DESERT AMERICAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Desert American Builders Corp.
        1360 N Houghton Road
        Tucson, AZ 85749

Bankruptcy Case No.: 09-13398

Chapter 11 Petition Date: June 16, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.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 Robert David Seal, president of the
Company.


EDDIE BAUER: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eddie Bauer Holdings, Inc.
        10401 N.E. 8th Street, Suite 500
        Bellevue, WA 98004

Bankruptcy Case No.: 09-12099

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Eddie Bauer, Inc.                                  09-12100
Eddie Bauer Fulfillment Services, Inc.             09-12101
Eddie Bauer Diversified Sales, LLC                 09-12103
Eddie Bauer Services, LLC                          09-12104
Eddie Bauer International Development, LLC         09-12105
Eddie Bauer Information Technology, LLC            09-12106
Financial Services Acceptance Corporation          09-12107
Spiegel Acceptance Corporation                     09-12108

Type of Business: Established in 1920 in Seattle, Eddie Bauer is a
                  specialty retailer that sells outerwear, apparel
                  and accessories for the active outdoor
                  lifestyle. The Eddie Bauer brand is a nationally
                  recognized brand that stands for high quality,
                  innovation, style and customer service. Eddie
                  Bauer products are available at 371 stores
                  throughout the United States and Canada, through
                  catalog sales and online at
                  http://www.eddiebauer.com/ Eddie Bauer
                  participates in a joint venture in Japan and has
                  licensing agreements across a variety of product
                  categories.

Chapter 11 Petition Date: June 17, 2009

Court: District of Delaware

Judge: Mary F. Walrath

The Debtors' Counsel: David S. Heller, Esq.
                      Josef S. Athanas, Esq.
                      Heather L. Fowler, Esq.
                      Latham & Watkins LLP
                      Sears Tower, Suite 5800
                      233 South Wacker Drive
                      Chicago, IL 60606
                      Tel: (312) 876-7700
                      Fax: (312) 993-9767
                      http://www.lw.com/

Co-Counsel: Kara Hammond Coyle, Esq.
            Michael R. Nestor, Esq.
            Young Conaway Stargatt & Taylor LLP
            The Brandywine Bldg.
            1000 West Street, 17th Floor
            P.O. Box 391
            Wilmington, DE 19899
            Tel: (302) 571-6600
            Fax: (302) 571-1253
            http://www.ycst.com/

Restructuring Advisor: Alvarez and Marsal North America LLC
                       600 Lexington Avenue, 6th Floor
                       New York, NY 10022
                       Tel: (212) 759-4433
                       Fax: (212) 759-5532
                       http://www.alvarezandmarsal.com/

Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              Tel: (866) 967-1781
              http://www.kccllc.net/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York           Bond Indenture    $75,000,000
Attn: Mary Lagumina            Trustee
Corporate Trust
Administration
101 Barclay Street Floor 8W
New York, NY 10286
Tel: (212) 815-4812
Fax: (212) 815-5704

U.S. Customs Service           Trade Claim       $2,500,000
Attn: Mike Hagge
ACH Debit Applications
Revenue Division
6650 Telecom Drive, Suite 100
Indianapolis, IN 46278
Tel: (317) 298-1200 ext. 1098
Fax: (317) 298-1259

Kristal D. Scherer             Litigation        $1,600,000
Sheldon A. Ostroff
Law Offices of Sheldon A.
Ostroff
1441 State St.
San Diego, CA 92101
Tel: (619) 544-0881
Fax: (619) 544-0892

RR Donnelley                   Trade Claim       $855,526
Receivables Inc.
Attn: Tom Van Westrienen
5050 1st Ave S, Ste 101
Seattle, WA 98134
Tel: (425) 450-1292
Fax: (425) 417-5732

Expeditor's International      Trade Claim       $700,000
Attn: Jannelle Farina
21318 64th Ave. S.
Kent, WA 98032
Tel: (206) 407-2935
Fax: (206) 835-7013

Boom!                          Trade Claim       $464,976

Spiegel Creditors              Bank Accounts     $450,000

Midland Paper Co.              Trade Claim       $299,469

Vipdesk Connect Inc.           Trade Claim       $250,000

Fry Inc.                       Trade Claim       $225,000

Stageplan Inc.                 Trade Claim       $217,807

Newgistics                     Trade Claim       $200,000

Scheiner Commercial            Trade Claim       $178,571

Epsilon                        Trade Claim       $150,000

Vulcan Mgmt/Smart Services     Trade Claim       $150,000

UPromise                       Trade Claim       $136,480

FedEx                          Trade Claim       $131,024

Meisel C. Laminack             Trade Claim       $130,000

Performics                     Trade Claim       $124,827

Russell Reynolds               Trade Claim       $123,747

National Print                 Trade Claim       $111,665

Colorgraphics                  Trade Claim       $106,000

Tranzact                       Trade Claim       $100,000

Vanney Associates              Trade Claim       $99,042

Kiva Designs                   Trade Claim       $92,044

South Central Power            Trade Claim       $84,243

AT&T                           Trade Claim       $81,888

Voda Studios                   Trade Claim       $72,835

Danny Hernandez                Litigation        Unknown

The petition was signed by Marvin Edward Toland, senior vice
president and chief financial officer.


EDRA BLIXSETH: Court Rejects Plea Not to Liquidate Assets
---------------------------------------------------------
Matthew Brown at The Associated Press reports that the Hon. Ralph
B. Kirscher of the U.S. Bankruptcy Court for the District of
Montana has rejected Edra Blixseth's appeal to reorganize her
finances.

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

According to The AP, Ms. Blixseth had appealed for time to craft a
business plan in hopes of emerging from personal bankruptcy with
her sizable fortune intact.  The AP states that Ms. Blixseth said
that her Porcupine Creek estate in California and other assets
would be worth more if she had time to properly market them, while
creditors argued that a prompt liquidation would yield maximum
value for her assets.

The AP relates that lawyers for creditors raised questions about
Ms. Blixseth's luxurious lifestyle.  According to the report, Ms.
Blixseth claimed that she has scaled back spending, sold off
jewelry, and stopped using a private jet to travel, but continues
to live on a 240-acre California estate recently valued at
$137 million.

While Ms. Blixseth listed $157 million in debts in court
documents, she admitted in court that she owed up to $357 million,
The AP states.

"Standards had not been met" that would have allowed Ms. Blixseth
to retain her assets while crafting a business reorganization
plan, The AP reports, citing Judge Kirscher.

Ms. Blixseth, according to The AP, said that she would cooperate
with a court-appointed trustee charged with liquidating her assets
under Chapter 7 and that she is "going to try to regroup and
figure out the best way to maximize the value of the assets."  Ms.
Blixseth said that she would continue fighting against some
creditors that she claimed submitted false claims against her, the
report states.

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

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


EDDIE BAUER: Files for Chapter 11; To Sell to CCMP for $202MM
-------------------------------------------------------------
Eddie Bauer Holdings, Inc. (Nasdaq: EBHI) said June 17 that it has
voluntarily initiated proceedings under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court in Delaware and under
the Companies' Creditors Arrangement Act (CCAA) in Canada in the
Ontario Superior Court of Justice (Commercial List), and is
pursuing a sale process under Section 363 of the Bankruptcy Code
and under the CCAA.

The Company has entered into an asset purchase agreement with an
affiliate of CCMP Capital Advisors, LLC ("CCMP Capital") to buy
the Company's assets through a bankruptcy process, subject to an
auction and Bankruptcy Court approval, for $202 million in cash,
with working capital and similar adjustments. CCMP Capital, a
global private equity firm with significant experience in the
retail and consumer sectors, intends to operate the business as a
going concern with little or no long-term debt. CCMP Capital has
agreed to:

    --  Keep the majority of the stores open and retain the
        majority of the employees;

    --  Support Company motions to maintain critical vendor
        relationships and payments; and

    --  Support Company motions to honor gift cards and the
        Company's loyalty reward program.

The sale process is expected to enable a sale of the business to
CCMP Capital or any higher and better bidder approved by the Court
on an accelerated basis, thereby transforming the business into a
financially stronger entity with substantially less debt and a
better position for the future. The Company currently anticipates
completing the sale process in 60 days or less.

All of the Company's operations, including its 371 stores, catalog
operations and its online sites (www.eddiebauer.com and
www.firstascent.com) are open and serving customers. The Company
plans to conduct business as usual through the process and has
asked for court approval to continue paying product vendors and
employees as usual. The Company intends to honor customer gift
cards, returns and loyalty program points.

Neil Fiske, President and Chief Executive Officer of Eddie Bauer,
said, "Eddie Bauer is a good company with a great brand and a bad
balance sheet. This process will allow the business to emerge with
far less debt, positioned for growth as the economy recovers and
as our new products gain traction. We expect this process to be
completed very quickly, protecting our employees and critical
vendor partners every step of the way.

"We have made good progress on our turnaround strategy of
returning Eddie Bauer to its heritage as an active outdoor brand
and have exciting new product launches on the way to market,
including First Ascent, our return to expedition-grade outerwear
and gear. Unfortunately, a crushing debt burden placed on the
Company from the Spiegel reorganization in 2005, combined with the
severe, prolonged recession, have left us with no choice but to
use this process to reduce the debt load on the business." For
additional background, a statement from Mr. Fiske is attached.

The Company has secured a commitment from its existing revolving
credit lenders, Bank of America, N.A., GE Capital Corporation and
CIT Group/Business Credit, Inc. for so-called Debtor-in-Possession
(DIP) financing of $90 million on an interim basis and $100
million based on final court order, which it believes will provide
ample liquidity to meet its ongoing obligations during the sale
process.

In April 2009, the Company negotiated an amendment with its senior
term loan lenders that provided short-term relief on its loan
covenants. The Company explored various paths for restructuring
its balance sheet, but was ultimately unable to reach an
agreement.

The Company has filed customary "First Day" motions seeking
Bankruptcy Court approval of various types of relief designed to
support its employees, customers and suppliers during the sale
process, including motions to allow the Company to continue to pay
suppliers under normal terms for goods and services; to pay its
employees in the usual manner and to continue without disruption
their primary benefits; and to continue the Company's customer
programs including its gift card, merchandise return, Friends and
other programs.

The Company's legal advisor is Latham & Watkins LLP; its financial
advisor is Peter J. Solomon Company; and its restructuring advisor
is Alvarez & Marsal. CCMP Capital's legal advisor is Weil, Gotshal
& Manges LLP.

Additional information on the restructuring is available on the
Company's Web site at http://investors.eddiebauer.com.

                        About Eddie Bauer

Established in 1920 in Seattle, Eddie Bauer is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle. The Eddie Bauer brand is a nationally
recognized brand that stands for high quality, innovation, style
and customer service. Eddie Bauer products are available at 371
stores throughout the United States and Canada, through catalog
sales and online at http://www.eddiebauer.com/ Eddie Bauer
participates in a joint venture in Japan and has licensing
agreements across a variety of product categories.

Eddie Bauer Holdings, Inc., was a spin-out of a solvent subsidiary
debtor from insolvent Spiegel Inc.'s chapter 11 proceeding.

Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 03-11547) on
March 17, 2003, right behind it's parent company.  On a standalone
basis, Eddie Bauer, Inc., reported $394 million in assets and $42
million in liabilities in its Schedules of Assets and Liabilities.

Spiegel, Eddie Bauer and other debtor-affiliates filed a chapter
11 plan dated February 18, 2005, and amended on March 28, 2005;
Judge Lifland confirmed that plan on May 25, 2005; and Eddie
Bauer, Inc., emerged from chapter 11 under the terms of that
amended plan on June 21, 2005, as a separate, reorganized entity
under the control and ownership of Eddie Bauer Holdings, Inc.
Spiegel, under the terms of that same chapter 11 plan, liquidated
after selling its assets.

Under the chapter 11 plan, Eddie Bauer distributed new common
stock in new, deleveraged Eddie Bauer Holdings., Inc. -- not
Spiegel -- to old Eddie Bauer creditors.  On December 15, 2005,
Eddie Bauer registered those new shares with the SEC.

                      About CCMP Capital

CCMP Capital Advisors, LLC is a leading global private equity firm
specializing in buyouts and growth equity investments in companies
ranging from $500 million to more than $3 billion in size. CCMP
Capital focuses on four primary industries: Consumer, Retail and
Services; Energy; Healthcare Infrastructure; and Industrial.
Selected consumer and retail investments have included: Cabela's,
Guitar Center, 1-800-flowers.com, Quiznos, Pinnacle Foods and
Crosstown Traders. CCMP Capital's founders have invested over $12
billion since 1984. CCMP Capital's latest fund, CCMP Capital
Investors II, L.P., closed in September 2007 with commitments of
$3.4 billion.

CCMP Capital has offices in New York, Houston and London. Through
active management, its global resources and its powerful value
creation model, CCMP Capital has established a reputation as a
world-class investment partner. For more information, please visit
www.ccmpcapital.com. CCMP Capital is a registered investment
adviser with the Securities and Exchange Commission.


EMPIRE RESORTS: Hires KPMGCF to Raise $75 Million in Capital
------------------------------------------------------------
Empire Resorts, Inc., and Monticello Raceway Management, Inc., a
subsidiary of the Company, entered into a letter agreement with
KPMG Corporate Finance LLC to retain its services as exclusive
financial advisor.

KPMGCF will raise for the Company up to $75 million in newly
sourced capital to address pending maturity and contractual issues
relating to the Company's $65 million Convertible Senior notes due
July 31, 2014, which the holders have the right to require the
Company to repurchase on July 31, 2009, and the transaction costs
related thereto.

The Transaction may include, with respect to new funds sourced by
KPMGCF pursuant to the Agreement:

   i) a private placement of equity securities or debt obligations
      of the Company and any affiliate or subsidiary thereof, in
      one or more related transactions, to one or more accredited
      Investors and sources of financing, in the form of debt
      obligations, including term and revolving debt and credit
      support facilities as letters of credit, common stock,
      convertible preferred stock, convertible debt securities,
      preferred stock, equity-linked securities, warrants, equity
      or equity-linked joint ventures or other equity or equity-
      linked arrangements and/or (ii) the direct repurchase or
      retirement of all or a portion of the existing debt
      obligations of the Company.

The Agreement became effective as of June 3, 2009, and will
continue until Sept. 30, 2009.  The Agreement may be extended
thereafter upon the mutual written agreement of both parties or
terminated after the expiration of 14 days after either party
gives written notice of termination to the other party, except for
certain provisions that survive termination of the Agreement.

Pursuant to the terms of the Agreement, the Company will pay to
KPMGCF (i) a retainer of $75,000; (ii) a monthly fee of $60,000;
and (iii) upon consummation of a Transaction, a percentage-based
fee calculated with regard to the size of such transaction,
subject to a minimum fee of $500,000.

A full-text copy of the Engagement of KPMG Corporate Finance is
available for free at http://ResearchArchives.com/t/s?3df0

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

At March 31, 2009, the Company's balance sheet showed total assets
of $45.4 million and total liabilities of $79.5 million, resulting
in a stockholders' deficit of about $34.1 million.

                       Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued on July 26, 2004, about $65 million of 5.5% senior
convertible notes presently convertible into approximately
5.2 million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.


E*TRADE FIN'L: Unveils $1.2BB Plan to Strengthen Capital Structure
------------------------------------------------------------------
E*TRADE FINANCIAL Corporation launched a registered public
offering of $400 million of its common stock.  The Company also
said that, upon pricing of the Common Stock Offering, it will
launch significant debt exchange transactions for certain of its
outstanding notes.  The consummation of the Exchange Transactions
will be subject to certain conditions, including the closing of
the Common Stock Offering and shareholder approval.  Affiliates of
Citadel Investment Group L.L.C., the Company's largest stock and
bond holder, have agreed to participate in both the Common Stock
Offering and the Exchange Transactions.

The proceeds from the Common Stock Offering will provide
additional equity capital, primarily for E*TRADE Bank and
secondarily for other corporate purposes.  Citadel has committed
to place an order with the underwriters to purchase either
$50 million or $100 million of stock in the Common Stock Offering,
depending on the public offering price.

The Company had previously suspended its open market purchase
program that commenced on May 8, 2009.  The Company has raised net
proceeds of approximately $63 million through the issuance of
approximately 41 million shares of common stock under that program
to date.

The Company will offer to exchange more than $1 billion of newly-
issued zero coupon convertible debt for all of its 8% Senior Notes
due 2011 and a portion of its 12.5% Springing Lien Notes due 2017.
This will significantly reduce the Company's debt service burden
by eliminating interest costs relating to those debt securities
that are exchanged and lengthening the weighted-average maturity
of its debt securities.  The convertible debt will have a maturity
of 10 years and will be convertible into shares of common stock
based on the public offering price in the Common Stock Offering
(net of underwriting discounts), provided that the conversion
price will be no less than $1.00 per share and no more than $1.20
per share.

Citadel has agreed to participate in the Exchange Transactions for
an aggregate principal amount of at least $800 million face value
of the Company's long-term debt, including $200 million face value
of the 2011 Notes and at least $600 million face value of the 2017
Notes, subject to reduction under certain circumstances.  The
Company will offer to exchange all of its 2011 Notes and up to
$310 million face value of its 2017 Notes not held by Citadel on
the same terms.  The Exchange Transactions are expected to be
commenced immediately following the pricing of the Common Stock
Offering.  Complete details of the Exchange Transactions will be
announced at that time.

The Company's ability to execute the Exchange Transactions
requires, among other things, shareholder approval under NASDAQ
Marketplace Rules.  Accordingly, E*TRADE will file a preliminary
proxy statement with the Securities and Exchange Commission
calling for a special meeting of its shareholders to authorize the
Exchange Transactions, the issuance of up to 365 million shares of
common stock in additional debt exchange transactions, and an
increase in the number of authorized shares of the Company.

In addition to approval by shareholders, the extent of Citadel's
participation in the Exchange Transactions is subject to approval
from E*TRADE's primary federal banking regulator, the Office of
Thrift Supervision.

J.P. Morgan Securities Inc. and Sandler O'Neill & Partners, L.P.
are joint book-running managers and E*TRADE Securities LLC is
co-manager of the Common Stock Offering. J.P. Morgan Securities
Inc. has also been retained as the Company's exclusive financial
advisor in connection with the Exchange Transactions.  The Company
is paying customary fees for these services and has agreed to
indemnify it for certain liabilities.  J.P. Morgan Securities
Inc.'s compensation for its advisory services with respect to the
Exchange Transactions is in no way contingent on the results or
the success of the exchange offer or consent solicitation relating
to any outstanding notes, and J.P. Morgan Securities Inc. has not
been retained to, and will not, solicit acceptances of the
Exchange Transactions or consents to any outstanding notes or make
any recommendations with respect thereto.

                     About E*TRADE FINANCIAL

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

                           *     *     *

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

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

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


E*TRADE FIN'L: Updates on May 2009 Activity, Loan Delinquencies
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation has released its Monthly Activity
Report for May and provided an intra-quarter update on its loan
portfolio delinquencies and certain key financial and balance
sheet metrics.

The Company ended May with record total accounts of more than
4.5 million, which included record brokerage accounts of more than
2.7 million.  This included gross new brokerage accounts of 43,000
and net new brokerage accounts of 23,000.  Total Daily Average
Revenue Trades for May were 239,439 -- an increase of 4 percent
from April and 34 percent from the year ago period. The Company
reported approximately 220,000 DARTs for June month to date (as of
June 12), with second-quarter DARTs on track to be approximately
15 percent higher than the prior quarter.

Asset flows continued to be positive, as the Company realized
$500 million in net new customer assets during May, marking the
eighth consecutive month of positive inflows. Total customer cash
and deposits (including brokerage-related cash) decreased slightly
during the month, while total customer assets increased 5.8
percent. Customers were net buyers of more than $450 million in
securities during the month.

The Company also provided an update concerning delinquencies in
its loan portfolio. Special mention delinquencies (30 to 89 days
delinquent) for its home equity portfolio, which represents the
Company's greatest exposure to loan losses, declined 10 percent
from March 31 to May 31. Home equity "at risk" delinquencies (30
to 179 days delinquent) declined 14 percent from March 31 to May
31. Total special mention delinquencies for the Company's loan
portfolio, which includes one- to four-family, home equity and
consumer and other loans, declined by 7 percent quarter to date as
of May 31, 2009.

The Company also provided an update to certain key financial and
balance sheet metrics through the first two months of the second
quarter of 2009, as well as certain forecasts for the second
quarter 2009 results.  The Company cautions that this data is
preliminary as of June 12, 2009 and subject to change.

April and May Quarter-to-Date Results

   -- Total Net Revenue of $448 million
   -- Commission, Fees and Other Revenue of $165 million
   -- Operating Expense of $192 million

May Bank Capital Metrics (as of May 31, 2009)

   -- Bank Tier-1 and risk-based capital ratios of 6.07% and
      12.75%, respectively

   -- Bank excess risk-based capital (excess to the regulatory
      well-capitalized threshold) of $644 million

   -- Bank Tier-1 capital to risk-weighted assets ratio of 11.46%

Net revenue totaled $448 million for April and May, inclusive of
gains on the sale of agency mortgage-backed securities of
$54 million.  Commission, fees and other revenue totaled just over
$165 million, and operating expenses totaled just over
$192 million for April and May.

The Company also forecasted a range for loan loss provision and
expected net charge-offs for the full second quarter:

   -- Estimated provision for loan losses of $375 million to
      $450 million

   -- Estimated net charge-offs of $375 million to $400 million

                     About E*TRADE FINANCIAL

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

                           *     *     *

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

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

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


ETHAN ALLEN: S&P Downgrades Corporate Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior unsecured debt ratings on Danbury,
Connecticut-based Ethan Allen Interiors Inc. to 'BB' from 'BBB-'
and removed all of the ratings from CreditWatch with negative
implications, where they were placed on Feb. 9, 2009.  The outlook
is negative.

At the same time, Standard & Poor's lowered its rating on the
$200 million senior unsecured notes due 2015 of the company's
wholly owned subsidiary, Ethan Allen Global Inc., to 'BB' from
'BBB-', and assigned a '3' recovery rating, indicating the
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.

"The rating actions reflect the company's very weak operating
results in recent quarters, which have resulted in credit
protection measures that are well below S&P's expectations for the
previous rating," said Standard & Poor's credit analyst Rick Joy.
Although the company has taken actions to reduce operating
expenses and strengthen its competitive position, S&P believes
near-term operating performance may decline further, given the
current weak economy and S&P's expectation for continued
challenges in the North American residential furnishings industry.
As of March 31, 2009, the company had about $203 million of total
funded debt, excluding operating lease obligations.

The ratings on Ethan Allen reflect the company's vulnerability to
reduced discretionary spending in an economic downturn and its
exposure to the highly competitive residential furnishings
industry.  Ethan Allen benefits from its brand strength and
dedicated retail distribution network.  Continued declines in the
housing market and their effects on the furniture industry remain
a significant rating concern.

Ethan Allen is one of the largest manufacturers and retailers of
home furnishings and accessories in the U.S. As a vertically
integrated company, Ethan Allen designs, manufactures, sources,
distributes, and sells a full range of home furnishings under the
well-recognized Ethan Allen brand.  The company's products are
sold through a dedicated international network of 290 retail
stores, which S&P believes provides a competitive advantage.
Although the company maintains a leading market position with a
strong brand in the highly fragmented residential furnishings
industry, S&P believes housing market weakness and reduced
consumer spending on furniture have pushed down sales in the past
two years.  Sales declined 23% for the last 12 months ended
March 31, 2009, with declines accelerating beginning in the fourth
quarter of fiscal 2008 (ended June 30).

The outlook is negative.  The company's credit measures have
deteriorated significantly because of the challenging operating
environment, given the weak U.S. housing market and economy.  In
light of S&P's expectation for continued weakness, S&P believes
credit measures could deteriorate further in the near term.  S&P
would consider a lower rating if the company's operating
environment and credit measures substantially weaken further,
and/or if the company's liquidity is materially pressured.
Although less likely over the near term, S&P could revise the
outlook to stable if Ethan Allen can stabilize operating results
and materially improve credit measures from current levels.


FARMLAND INDUSTRIES: Legal Fees Gives Bankr. Court Jurisdiction
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Court of
Appeals for the Eighth Circuit in St. Louis, ruled in the case GAF
Holdings LLC v. Rinaldi (In re Farmland Industries Inc.), Case No.
07-3840, that a bankruptcy court has jurisdiction over a lawsuit
if the bankrupt estate is obligated to pay for the defense of one
of the parties.

On March 2, 2007, GAF filed its complaint alleging misconduct on
the part of Philip Rinaldi; Stanley Riemann; Robert Terry; and
Pegasus Partners II, L.P. and affiliates in connection with the
2004 sale of a refinery and fertilizer complex in Coffeyville,
Kansas to Coffeyville Resources, LLC.  At the time of the sale,
the Coffeyville complex was part of the Chapter 11 bankruptcy
estate of Farmland Industries.

Messrs. Riemann and Terry were officers of Farmland or one of its
subsidiaries.  The Purchaser was a subsidiary of one of the
Pegasus entities formed for the purpose of acquiring the
Coffeyville complex.  Mr. Rinaldi was an executive with Pegasus
and an officer and director of the Purchaser.  The sale was
conducted according to procedures approved by the bankruptcy
court. GAF failed to qualify as a bidder under the sale
procedures.  The bankruptcy court approved the sale to the
Purchaser by order dated November 14, 2003.  On December 19, 2003,
the bankruptcy court entered its order confirming Farmland's plan.

On February 2, 2004, GAF filed a motion pursuant to Federal Rule
of Civil Procedure 60(b) and Federal Rule of Bankruptcy Procedure
9024 to set aside the sale order as the product of collusion
between Mr. Riemann, Mr. Terry, and the Purchaser.  After
discovery and a hearing, the bankruptcy court denied the motion.

Three years later, GAF filed the complaint with the bankruptcy
court again alleging misconduct in connection with the sale of the
Coffeyville complex.  In the complaint, GAF sought damages against
Mr. Rinaldi, Mr. Riemann, Mr. Terry and Pegasus for intentional
interference with business expectancy and conspiracy.  GAF also
sought to force the liquidating trustee appointed in Farmland's
plan to set forth any interest the Liquidating Trust might have in
any proceeds of the litigation.

The Bankruptcy Court dismissed the complaint with prejudice as an
impermissible collateral attack on the prior orders approving the
sale and for failing to state a claim upon which relief can be
granted.

On appeal from dismissal, the United States Bankruptcy Appellate
Panel for the 8th Circuit dismissed the case, ruling that GAF's
complaint is beyond the subject matter jurisdiction of the
bankruptcy court.  According to the Appellate Panel, the
bankruptcy court lacks subject matter jurisdiction over GAF's
state law based tort claims against non-debtor third parties.

According to Bill Rochelle, the appeal was then brought to the
Eighth Circuit Court in St. Louis, which has held that there was
jurisdiction in the bankruptcy court because the suit was "related
to" the bankruptcy.  The Court, according to Bloomberg, said there
was more than the required "conceivable effect" on the bankruptcy
because the bankrupt estate was already paying for the defense of
former company officers under an indemnification agreement.

                   About Farmland Industries

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  During its Chapter 11 case, the Company sold its
businesses, including its pork production and processing business
to Smithfield, Virginia-based Smithfield Foods for cash of
$367.4 million and other considerations.  Pursuant to the Second
Amended Joint Plan of Reorganization filed by Farmland Industries,
Inc. and its debtor-affiliates, the court declared May 1, 2004, as
the Effective Date of the Plan.

Pursuant to the plan, Farmland transferred certain assets to a
liquidating trust to liquidate and distribute proceeds to certain
creditors of and interest holders in Farmland.  J.P. Morgan Trust
Company, National Association is the trustee of that trust.


FELCOR LODGING: S&P Retains Negative CreditWatch on 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' corporate
credit rating for Irving, Texas-based FelCor Lodging Trust Inc.,
along with all related issue-level ratings, remain on CreditWatch
with negative implications, where it was placed on March 27, 2009.

Yesterday, FelCor announced that it had closed a $200 million term
loan due 2013 (assuming the company exercises its rights to extend
the maturity) and will use the proceeds for general corporate
purposes, including repaying $128 million of outstanding amounts
and terminating its $250 million line of credit.  In S&P's
recovery analysis on the company's $300 million 8.5% senior
secured notes and $215 million floating-rate senior secured notes
due 2011, S&P applies a discrete asset valuation and assume that
unencumbered properties will be available to support the notes.
The new term loan is secured by nine hotels and, therefore, the
unencumbered portfolio has changed.  S&P will evaluate whether
S&P's recovery rating on the notes will change and whether this
will result in a lower issue-level rating on the notes.

"In resolving the CreditWatch listing, S&P will review the
collateral package on the new term loan and its impact on the
security relating to FelCor's two senior notes issuances," said
Standard & Poor's credit analyst Liz Fairbanks.  "In addition, S&P
continue to monitor the difficult operating environment and its
impact on the company's portfolio."


FIRST INDUSTRIAL: Moody's Cuts Senior Unsecured Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of First
Industrial Realty Trust and First Industrial L.P. (senior
unsecured debt to Ba3, from Ba1) and revised the rating outlook to
negative.  This concludes Moody's review.

This rating action reflects Moody's expectation that the REIT's
operating performance will be declining throughout 2009 as a
result of the global economic slowdown, thus, causing its debt
protection measures such as fixed charge coverage and leverage
measured as debt/EBITDA to deteriorate further.  In addition,
Moody's view First Industrial's liquidity as limited due to its
largely drawn line of credit and reliance primarily on cash on
balance sheet and results of operations.  Positively, the REIT has
successfully refinanced its June 2009 bond maturity on a secured
basis, as previously outlined, and its commitments for the
remainder of 2009 and through the mid-2010 are minimal.  Still,
First Industrial must comply with both bank and bond covenants
which are likely to come under pressure as earnings deteriorate.

Counterbalancing these challenges, First Industrial benefits from
a geographically diverse and virtually unencumbered portfolio.
Its largely unsecured balance sheet will allow the REIT to add
secured leverage to access liquidity.

For the rating outlook to return to stable, First Industrial's
earnings would need to stabilize as evidenced by maintaining a
fixed charge coverage of approximately 1.8X over several quarters
while limiting leverage to 65% debt+preferred/gross assets or
below 8X debt/EBITDA and secured debt below 20% of gross assets.
Moody's does not expect this to occur in the near-term.  Also,
maintaining covenant compliance and adequate liquidity would be
key for a stable outlook.

Negative rating pressure would occur from further earnings
deterioration leading to a decline in fixed charge below 1.5X,
leverage increasing to above 70% debt/gross assets or 10X
debt/EBITDA, secured debt rising above 25% of gross assets, or any
liquidity challenges or covenant violations.  The latter could
result in a multiple-notch downgrade.

These ratings were downgraded with a negative outlook:

* First Industrial L.P. -- Senior debt to Ba3 from Ba1; senior
  debt shelf to (P)Ba3 from (P)Ba1

* First Industrial Realty Trust, Inc. -- Preferred stock at to B2
  from Ba2; preferred stock shelf to (P)B2 from (P)Ba2

Moody's last rating action with respect to First Industrial was on
April 23, 2009, when Moody's downgraded the ratings of First
Industrial L.P. to Ba1 from Baa3 (senior unsecured) and First
Industrial Realty Trust, Inc. to Ba2 from Ba1 (preferred stock)
and maintained the ratings on review for possible downgrade.

First Industrial Realty Trust, Inc. is an industrial real estate
investment trust that controls over 70 million square feet of
warehouse, manufacturing and light industrial assets, in addition
to over 680 acres of developable land in more than 30 markets in
the United States and Canada.  At March 31, 2009, First Industrial
had $3.2 billion in assets and $976 million in book equity.


FOAMEX INTERNATIONAL: Wayzata Drops Appeal From Sale Order
----------------------------------------------------------
According to Bloomberg's Bill Rochelle, Wayzata Capital Investment
Partners LLC has dropped its appeal from the order approving the
sale of Foamex International Inc. to MatlinPatterson Global
Advisers LLC and Black Diamond Capital Management LLC.  Wayzata
Capital Investment Partners LLC said in its appeal that its cash
bid provides a higher return for creditors.

As reported in the Troubled Company Reporter on May 29, 2009,
MaitlinPatterson and Black Diamond won the bidding for Foamex with
a $155 million offer, along with the assumption of some
liabilities.  Wayzata won the first auction for the assets.
However, the auction was reopened, and MatlinPatterson and Black
Diamond emerged the winning bidder.

Foamex is asking an August 18 extension of its exclusive period to
propose a Chapter 11 plan.  The Court will consider approval of
the Debtors' first request for an extension on July 16.

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

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

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

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


FORD MOTOR: Navistar Hikes Equity Stake in Joint Ventures
---------------------------------------------------------
Navistar International Corporation and Ford Motor Company in
January 2009 reached an agreement to restructure their ongoing
business relationship and settle all existing litigation between
the companies.

As part of the settlement agreement, both companies agreed to
terminate their respective lawsuits and release each other from
various actual and potential claims, including those brought in
the lawsuits.  Navistar also received a cash payment from Ford and
will increase its equity interest in its Blue Diamond Truck and
Blue Diamond Parts joint ventures with Ford to 75%.  Finally,
Navistar and Ford will end their current diesel engine supply
agreement effective December 31, 2009.

On June 9, 2009, pursuant to the provisions of the settlement
agreement, Navistar entered into a Fifth Amendment to the Blue
Diamond Joint Venture Agreement with Ford.  Navistar increased its
equity interest in BDP from 49% to 75% as well as increased its
equity interest in BDT from 51% to 75%.

The receipt of additional equity interest from Ford was among the
various components of the settlement agreement, and no additional
consideration was paid to Ford in connection with the increase in
equity interest in BDT or BDP.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
approximately $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of January 31, 2009.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORTUNOFF FINE: PBGC Assumes Underfunded Pension Plan
-----------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the pension plan covering nearly 3,000 workers and retirees of
the Fortunoff Fine Jewelry & Silverware LLC and M. Fortunoff of
Westbury LLC units of Source Financing Corp., a retail holding
company based in Uniondale, N.Y.

The PBGC stepped in because the underfunded pension plan faced
abandonment after Source Financing, in chapter 11 bankruptcy, sold
substantially all of its assets in a transaction that did not
include the pension plan.  The company's Fortunoff subsidiaries
were specialty retailers of jewelry, house wares, small
appliances, gifts and luggage, with stores in New York, New
Jersey, Connecticut and Pennsylvania.

According to PBGC estimates, the Fortunoff, The Source, Cash
Balance Plan is 54 percent funded, with assets of $45 million and
benefit liabilities of $82 million. The agency expects to cover
the entire $37 million shortfall.  The plan has been frozen since
October 29, 2006.

The PBGC will take over the assets and use insurance funds to
pay guaranteed benefits earned under the plan, which ended as of
March 6, 2008. Retirees and beneficiaries will continue to receive
their monthly benefit checks without interruption, and other
participants will receive their pensions when they are eligible to
retire.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Fortunoff pension plan.  Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore participants in these pension plans are subject to the
limits in effect on February 4, 2008, which set a maximum
guaranteed amount of $51,750 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.  Workers and retirees with
questions may consult the PBGC Web site, http://www.pbgc.gov/or
call toll-free at 1-800-400-7242.  For TTY/TDD users, call the
federal relay service toll-free at 1-800-877-8339 and ask for 800-
400-7242.

Retirees of Fortunoff Fine Jewelry & Silverware and M. Fortunoff
of Westbury who draw a benefit from the PBGC may be eligible for
the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by approximately $13 million as the claim was
previously included at a lower estimated amount in the agency's
fiscal year 2008 financial statements, in accordance with
generally accepted accounting principles.

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

         About Fortunoff Fine Jewelry and Silverware LLC

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- started out as a family-owned
business founded by Max and Clara Fortunoff in 1922, until it
merged with M. Fortunoff of Westbury, L.L.C. and Source Financing
Corporation in 2004.  Fortunoff offers customers fine jewelry and
watches, antique jewelry and silver, everything for the table,
fine gifts, home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.

Fortunoff and its two affiliates filed for chapter 11 petition on
Feb. 4, 2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355)
to effectuate a sale to NRDC Equity Partners LLC --
http://www.nrdcequity.com/-- a private equity firm that bought
Lord & Taylor from Federated Department Stores.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.

Fortunoff sold substantially all of their assets, including their
"Fortunoff" and "The Source" trademarks, on March 7, 2008, to NRDC
Equity Partners LLC's H Acquisition LLC, now known as Fortunoff
Holdings LLC.

One year later, Fortunoff Holdings and its affiliate, Fortunoff
Card Company LLC, filed for Chapter 11 protection on February 5,
2009 (Bankr. S.D. N.Y. Lead Case No. 09-10497). Lee Stein
Attanasio, Esq., at Sidley Austin LLP, represents the Debtors in
their restructuring efforts. The Debtors proposed Zolfo Cooper LLC
as their special financial advisor and The Garden City Group Inc.
as their claims agent. When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
to $500 million each.


GEORGIA GULF: Fitch Downgrades Issuer Default Rating to 'RD'
------------------------------------------------------------
Fitch Ratings has downgraded Georgia Gulf Corp.'s Issuer Default
Rating to 'RD' from 'C' following its announcement of an extension
of its exchange offer until July 1, 2009.  Georgia Gulf
simultaneously announced that it has obtained extended forbearance
agreements to ensure that indebtedness under its notes may not be
accelerated prior to July 15, 2009 due to failure to make the
$34.5 million of interest payments due April 15, 2009.  Earlier
Georgia Gulf obtained an amendment under its senior secured credit
agreement that allows the company to continue to withhold the
interest payments without constituting a default under the credit
agreement until the earlier of July 15, 2009 or the first day note
holders may accelerate the indebtedness under such notes.  Georgia
Gulf also announced that it has withheld interest payments on the
2013 notes in the amount of $3.6 million due June 15 and subject
to a 30-day grace period.

The downgrade reflects Fitch's view that Georgia Gulf has
experienced an uncured payment default on a bond, loan or other
material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and which has not otherwise
ceased business due to the extension of multiple waivers or
forbearance periods upon a payment default on one or more material
financial obligations.

Fitch has also affirmed Georgia Gulf's debt ratings:

  -- Senior secured credit facility at 'B-/RR1';
  -- Senior unsecured notes at 'C/RR6';
  -- Senior subordinated notes at 'C/RR6'.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.

At March 31, 2009, Georgia Gulf had cash on hand of roughly
$65 million and $35.9 million available under its revolver.  At
that time, $172.5 million was drawn under the revolver,
$349.5 million was outstanding under the term loan B due 2013, the
face amount of the senior notes was $600 million, and the face
amount of the senior subordinated notes was $200 million.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $174 million of EBITDA from continuing operations on
sales of $2.9 billion in 2008.


GETRAG TRANSMISSION: Has Liquidating Plan in Detroit Court
----------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the Eastern District of Michigan will convene a hearing on
August 4 to consider confirmation of the liquidating Chapter 11
plan and approval for the explanatory disclosure statement filed
by Getrag Transmission Manufacturing LLC.

According to the report, the disclosure statement explaining the
Liquidating Plan says unsecured creditors don't stand to see
anything aside from recovery from lawsuits.  Getrag listed
unsecured creditors with claims totaling $483 million.

Getrag Transmission asserts claims against Chrysler, but any
recovery from the automaker is doubtful, Bill Rochelle says.
Getrag sued Chrysler LLC in a dispute over a dual clutch
transmission plant the two companies were building in Tipton,
Indiana.

Prepetition, Getrag Transmission and Chrysler agreed to the
construction of a $530 million dual clutch transmission plant in
Tipton County, Indiana.  According to Bloomberg, Chrysler agreed
to reimburse Getrag $305 million and agreed that the plant would
be sole source for the product until 2020.  Chrysler, however,
later sued Getrag Transmission in the state court of Michigan,
claiming that the Company couldn't secure the needed financing,
and the Company abandoned the project before it filed for
bankruptcy.  Getrag, in response, filed for Chapter 11 and sued
Chrysler in bankruptcy court.  The bankruptcy court has been
automatically stayed by Chrysler's own Chapter 11 filing.

Getrag Transmission has a pending agreement to sell its real
property to secured lenders in exchange for a $13 million
reduction in debt.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on November 17, 2008 (Bankr.
E.D. Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S.
Grasl, Esq., and Stephen M. Gross, Esq., at McDonald Hopkins,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $690,071,505 and total debts of
$582,208,616.

Getrag Transmission is a unit of Germany's Getrag Group.  Based in
Untergruppenbach, Germany, GETRAG Corporate Group is an
independent automotive transmission manufacturer with 12,400
employees at 23 locations worldwide.


GLOBE RESTAURANT: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------------
Karen O'Shea at SILive.com reports that Globe Restaurant Group has
filed for Chapter 7 bankruptcy protection in the U.S. District
Court for the Eastern District of New York.

Court documents say that Globe Restaurants has up to $50,000 in
assets, $100,000 to $500,000 in liabilities, and up to 49
creditors.

According to SILive.com, Globe Restaurant founder Scot Cosentino
said that the Island's Goodfella's pizza restaurants are
independent and won't be affected by the Company's bankruptcy
filing.

Luigi Violante, owner of a Goodfella's franchise in Woodrow Plaza,
said that Globe Restaurant collapsed due to extra fees and the
poor economy.

Globe Restaurant Group is the franchisor for Goodfella's Old World
Brick Oven Pizza.


GOODMAN GLOBAL: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Goodman Global
Inc.'s Corporate Family Rating and Probability of Default Rating
at B1 and the senior secured term loan at Ba3.  The outlook is
negative.

Goodman's B1 Corporate Family Rating reflects the company's
competitive market position, established distribution and dealer
network for HVAC systems, and sound operating margins.  EBITA
margins were 12.2% for latest twelve months through March 31,
2009. Goodman is continuing with its cost reduction initiatives
and working capital improvements, which should assist the company
in managing through the current difficult business environment.
The company should also benefit from lower commodity costs for
steel and other materials used in its production processes.
Nevertheless, even with the benefits stemming from consumer demand
shifting to the higher priced, higher seasonal energy efficiency
ratio cooling products, the company is unlikely to fully offset
the adverse effects of volume declines.  Sales volumes in 1Q09 was
15.3% lower than the same period in the previous year, primarily
from the ongoing decline in residential new construction and the
overall downturn in the U.S. economy.  Further, Goodman remains
highly leveraged even though it has reduced balance sheet debt by
about $76 million through secondary purchases of its senior
subordinated notes.  On a pro forma basis debt/EBITDA would be
about 5.4x (actual leverage was 5.6x) at 1Q09 while EBITA/interest
expense would be about 1.1x (actual interest coverage was 1.0x)
for LTM March 31, 2009 (all ratios adjusted per Moody's
methodology).  These pro forma metrics support a slightly weaker
credit profile that was previously identified by the rating agency
as a threshold that would put negative pressure on the ratings.

The negative outlook incorporates Moody's view that Goodman's
leveraged capital structure could hinder the company's financial
flexibility as it contends with the ongoing contraction in the
U.S. housing market and the potential for further contraction in
Goodman's end markets to result in a protracted period of weaker
financial metrics.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B1;

  -- Probability of Default affirmed at B1; and,

  -- $772 million senior secured term loan due 2014 affirmed at
     Ba3, but its loss give default assessment is changed to
     (LGD3, 40%) from (LGD3, 39%)

The last rating action was on January 14, 2008 at which time
Moody's confirmed Goodman's B1 Corporate Family Rating.

Goodman Global Inc., based in Houston, Texas, is the second
largest domestic manufacturer of heating, ventilation and air
conditioning products for residential and light commercial use
based on unit sales.  Revenues for the last twelve months through
March 31, 2009, totaled approximately $1.8 billion.


GREG MOSS: Files for Chapter 7; Talks with Trustcash Fall
---------------------------------------------------------
Trustcash Holdings, Inc., said Greg H. Moss, former president of
Trustcash, filed a Chapter 7 bankruptcy petition in the U.S.
Bankruptcy Court and settlement discussions between Trustcash and
Ayuda Funding Corp. conducted in an effort to resolve pending
litigation, have ended unsuccessfully.

                 Complaint Against Moss and Ayuda

Trustcash's complaint, filed on October 27, 2008 in the United
States District Court for the District of New Jersey, alleges that
Mr. Moss and Ayuda knowingly engaged in the illegal and fraudulent
distribution of restricted shares of Trustcash's common stock into
the over-the-counter public market.  Trustcash claims the market
impact of this unlawful distribution severely depressed the market
value for Trustcash stock, thereby depriving shareholders of the
value of their holdings.  The defendants' actions also operated as
a major obstacle to the fund raising operations that Trustcash was
undertaking.

Trustcash claims that Mr. Moss' former positions with the company
and his beneficial ownership of more than 10% of the outstanding
shares of the common stock at the time of the distribution made
him an "affiliate" of the company, restricting his ability to sell
shares in the open market.  Trustcash has alleged in its complaint
that Moss' consecutive transfers of shares to Ayuda on February
19th, 2008, and March 18th, 2008 of 1,750,000 and 7,000,000 shares
of Trustcash common stock were contrary to the restrictions
imposed by current securities regulations.  Mr. Moss resigned as
CEO, CFO, principal accounting officer and director of Trustcash
on March 27, 2008.

Kent Carasquero, Trustcash's current CEO comments: "We are
disappointed that Ayuda has filed a motion to dismiss our claims
rather than settle them amicably. We now wait for the courts to
authenticate our claims by rejecting Ayuda's motion to dismiss. As
for Mr. Moss, his filing in the US Bankruptcy Court has not
dissuaded us from attempting to proceed with our claims against
him, as claims for the illegal and fraudulent distribution of
securities are not dischargeable in bankruptcy court." Gregory
Bartko, Esq., of the Law Office of Gregory Bartko, LLC, the law
firm handling the securities claims on behalf of Trustcash,
commented: "We are optimistic that the Trustcash claims pending in
Federal court in New Jersey will move forward shortly. The briefs
have been filed with the court now for over 60 days, so a ruling
could be received at anytime."

                         About Trustcash

Based in Atlanta, Georgia, Trustcash Holdings, Inc. (PINKSHEETS:
TCHH) -- http://www.trustcash.com/-- is a pioneer of anonymous
payment systems for the Internet.  Trustcash developed a business
based on the sale of a virtual stored value card that can be used
by consumers to make secure and anonymous purchases on the
Internet.  The company markets its Trustcash(TM) payment card,
which is sold in denominations ranging from $10 to $200 online.
The Trustcash(TM) card is the only "stored value card" produced
where no personal data is stored by or available to a vendor or
merchant, providing a unique level of both security and privacy to
the purchaser.


GREAT SMOKEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Great Smokey Mountain Enterprises Inc.
        P.O. Box 2100
        Sylva, NC 28779

Bankruptcy Case No.: 09-20122

Chapter 11 Petition Date: June 15, 2009

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway, Jr., Esq.
                  rkelly@callowaylawfirm.com
                  Calloway & Associates Law Firm
                  318 N. Main Street, Ste. 9
                  Hendersonville, NC 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Bipinchandra B. Patel, secretary and
treasurer.


HARMAN INTERNATIONAL: Equity Offering Won't Move S&P's BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Harman International
Industries Inc.'s announcement of a common equity offering will
have no effect on S&P's ratings on Harman (BB+/Watch
Neg/--).  S&P estimates that the offering, which Harman has stated
is underwritten, could result in about $200 million of proceeds to
the company.  Harman has disclosed that 20% of the proceeds will
be used to reduce debt and permanently reduce commitments under
its $270 million revolving credit facility that terminates
Dec. 31, 2011.

S&P views the proposed equity raise as a positive, but a
significant portion of the proceeds could be used for
acquisitions, rather than for additions to liquidity.  S&P placed
Harman's ratings on CreditWatch on April 30, 2009, following
Chrysler LLC's filing for Chapter 11 bankruptcy protection in the
United States, along with several other auto suppliers.

S&P expects to resolve the CreditWatch listing within the next 30
days.  S&P's review will include the effect of low production by
many of Harman's automaker customers, a prospective assessment of
the company's liquidity, and an understanding of Harman's
acquisition strategies.


HARRAH'S ENTERTAINMENT: HOC Assumes $1.3BB in Note Obligations
--------------------------------------------------------------
Harrah's Operating Company, Inc., a wholly owned subsidiary of
Harrah's Entertainment, Inc., on June 10, 2009, assumed
$1,375,000,000 aggregate principal amount of 11.25% senior secured
notes due 2017, which mature on June 1, 2017, pursuant to a
supplemental indenture, dated as of June 10, 2009, among Harrah's
Operating and U.S. Bank National Association, as trustee, to an
indenture, dated as of June 10, 2009, among Harrah's Operating
Escrow LLC and Harrah's Escrow Corporation, wholly owned
subsidiaries of Harrah's Operating; Harrah's Entertainment as
parent guarantor; and U.S. Bank National Association, as trustee.

The Indenture provides that the notes are guaranteed by the parent
guarantor and are secured by substantially all of the assets of
Harrah's Operating and the assets of the subsidiaries of Harrah's
Operating that have pledged their assets to secure Harrah's
Operating's obligations under its senior secured credit
facilities.

Harrah's Operating will pay interest on the notes at 11.25% per
annum, semiannually to holders of record at the close of business
on May 15 or November 15 immediately preceding the interest
payment date on June 1 and December 1 of each year, commencing on
December 1, 2009.

Harrah's Operating may redeem the notes, in whole or part, at any
time prior to June 1, 2013, at a price equal to 100% of the
principal amount of the notes redeemed plus accrued and unpaid
interest to the redemption date and a "make-whole premium."  The
Company may redeem the notes, in whole or in part, on or after
June 1, 2013, at the redemption prices set forth in the Indenture.
At any time (which may be more than once) before June 1, 2012, the
Company may choose to redeem up to 35% of the principal amount of
the notes at a redemption price equal to 111.250% of the face
amount thereof with the net proceeds of one or more equity
offerings so long as at least 50% of the aggregate principal
amount of the notes at maturity issued of the applicable series
remains outstanding afterwards.

The Indenture contains covenants that limit the Company's (and
most of its subsidiaries') ability to, among other things: (i)
incur additional debt or issue certain preferred shares; (ii) pay
dividends on or make other distributions in respect of its capital
stock or make other restricted payments; (iii) make certain
investments; (iv) sell certain assets; (v) create or permit to
exist dividend and/or payment restrictions affecting its
restricted subsidiaries; (vi) create liens on certain assets to
secure debt; (vii) consolidate, merge, sell or otherwise dispose
of all or substantially all of its assets; (viii) enter into
certain transactions with its affiliates; and (ix) designate its
subsidiaries as unrestricted subsidiaries. These covenants are
subject to a number of important limitations and exceptions. The
Indenture also provides for events of default, which, if any of
them occurs, would permit or require the principal, premium, if
any, interest and any other monetary obligations on all the then
outstanding notes to be due and payable immediately.

        Banc of America Securities Registration Rights Deal

Also on June 10, in connection with the issuance and assumption of
the notes, Harrah's Operating, the Escrow Issuers and the Parent
Guarantor entered into a registration rights agreement with Banc
of America Securities LLC, as representative of the initial
purchasers, relating to, among other things, the exchange offer
for the notes and the related guarantee.

Subject to the terms of the Registration Rights Agreement,
Harrah's Operatingand the Parent Guarantor will use their
commercially reasonable efforts to register with the Securities
and Exchange Commission notes having substantially identical terms
as the notes as part of offers to exchange freely tradable
exchange notes for notes within 365 days after the issue date of
the notes.  The Company and the Parent Guarantor will use their
commercially reasonable efforts to cause each exchange offer to be
completed within 30 business days after the effectiveness target
date.

If the Company and the Parent Guarantor fail to meet the targets,
the annual interest rate on the notes will increase by 0.25%.  The
annual interest rate on the notes will increase by an additional
0.25% for each subsequent 90-day period during which the
registration default continues, up to a maximum additional
interest rate of 1.0% per year over the applicable interest rate,
which is 11.25%. If the registration default is corrected, the
applicable interest rate will revert to the original level.

                First Lien Intercreditor Agreement

Bank of America, N.A., as collateral agent for the first lien
secured parties and as authorized representative for the credit
agreement secured parties, U.S. Bank National Association, as
authorized representative for the initial other first lien secured
parties, and each additional authorized representative from time
to time party to the First Lien Intercreditor Agreement, entered
into an intercreditor agreement on June 10.

The First Lien Intercreditor Agreement governs the relative rights
of the secured parties in respect of security interests in the
Company's and certain subsidiaries' assets securing the notes, and
the borrowings under the senior secured credit facilities and
future indebtedness which may be secured by such assets on a pari
passu basis and certain other matters relating to the
administration of security interests.

                 Joinder to Intercreditor Agreement

U.S. Bank National Association, as trustee under the Indenture
entered into a joinder to the intercreditor agreement, dated as of
December 24, 2008, among Bank of America, N.A., as credit
agreement agent, U.S. Bank National Association, as trustee, U.S.
Bank National Association, as second priority agent and each
collateral agent for any future second lien indebtedness from time
to time party thereto.

Pursuant to the Joinder to the Second Lien Intercreditor
Agreement, U.S. Bank as the New Trustee became a party to and
agreed to be bound by the terms of the Second Lien Intercreditor
Agreement as another first priority lien obligations agent, as if
it had originally been party to the Second Lien Intercreditor
Agreement as a first priority agent.  The Second Lien
Intercreditor Agreement governs the relative priorities of the
respective security interests in the Company's and certain
subsidiaries' assets securing (i) the notes, (ii) the 10.0%
second-priority senior secured notes due 2018 issued pursuant to
the indenture, dated as of April 15, 2008, among the Company,
Parent Guarantor and U.S. Bank National Association, as trustee
(iii) the 10.0% second-priority senior secured notes due 2015 and
the 10.0% second-priority senior secured notes due 2018 issued
pursuant to the indenture, dated as of December 24, 2008, among
the Company, Parent Guarantor and U.S. Bank National Association,
as trustee and (iv) borrowings under the senior secured credit
facilities and certain other matters relating to the
administration of security interests.

              Amended and Restated Collateral Agreement

Harrah's Operating, certain Subsidiary Parties and Bank of
America, N.A. as collateral agent on June 10, 2009, entered into
an Amended and Restated Collateral Agreement.  Pursuant to the
Collateral Agreement, the notes will be secured by substantially
all of the assets of the Company and the assets of certain
subsidiaries on a pari passu basis with the senior secured credit
facilities, and the Agent is authorized to act as the Authorized
Representative for the secured parties.

        Amended and Restated Guaranty and Pledge Agreement

Harrah's Entertainment as Parent Guarantor on June 10, 2009,
entered into an Amended and Restated Guaranty and Pledge
Agreement, in favor of Bank of America, N.A., as administrative
agent and collateral agent for the lenders party to the senior
secured credit facilities.

Pursuant to the Guaranty and Pledge Agreement, the Parent
Guarantor guarantees payment on the senior secured credit
facilities and grants to the Agent for the benefit of the secured
parties a security interest in all of its rights and title in the
Collateral as collateral security for prompt payment on the notes
and the senior secured credit facilities.

                  About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.

                            *    *    *

The Troubled Company Reporter said June 15, 2009, that Standard &
Poor's Ratings Services raised its corporate credit ratings on
Harrah's Entertainment and Harrah's Operating to 'CCC+' from
'CCC', reflecting S&P's assessment that the recent capital raise,
combined with an amendment to certain terms of HOC's senior
secured credit facilities, has alleviated S&P's concerns that
given S&P's expectation for operating performance this year, HOC
would not be able to remain in compliance with its senior secured
leverage ratio covenant.  In addition, S&P raised the issue-level
rating on HOC's senior secured credit facilities to 'B' (two
notches higher than the 'CCC+' corporate credit rating) from 'B-'.
The recovery rating on these loans remains at '1', indicating
S&P's expectation of very high (90% to 100%) recovery for lenders
in the event of a payment default.


HARTFORD FINANCIAL: Fitch Puts 'BB+' Ratings on Negative Watch
--------------------------------------------------------------
Overall, Fitch Ratings views as positive Hartford Financial
Services Group, Inc.'s announcement that it will participate in
the U.S. Treasury's Capital Purchase Program and that it also
intends to raise equity capital.  Fitch believes that CPP
eligibility enhances near-term financial flexibility in a period
of challenging capital markets access, and could ultimately help
stabilize ratings.  One exception, however, is Fitch's belief that
the receipt of government support and the accompanying tighter
debt service requirements could increase risk of deferral for
hybrid securities, particularly given the sizable amount of CPP
funds relative to the existing capital structure.

Accordingly, Fitch has placed these HFSG hybrid security ratings
on Rating Watch Negative:

  -- $500 million 8.125% junior subordinated debentures due 2068
     'BB+';

  -- $1.75 billion 10% junior subordinated debentures due 2068
     'BB+'.

Fitch expects to resolve the Negative Watch following finalization
of the terms and conditions and receipt of the CPP funds, which
will most likely result in a one notch downgrade of the hybrid
securities.

Fitch has also affirmed the Issuer Default Rating and senior debt
ratings of HFSG and the Insurer Financial Strength ratings of
HFSG's primary life and property/casualty insurance subsidiaries.
The affirmation reflects Fitch's more positive view on receipt of
CPP funds to the overall organization, as well as the company's
announced discretionary equity issuance plan to issue up to
$750 million of common stock from time to time.  A full list of
rating actions follows at the end of this release.

Fitch's Negative Outlook for the ratings that were affirmed
continues to reflect HFSG's exposure to the volatile credit and
investment market conditions, particularly in its variable annuity
business and asset portfolio.  Also, the added debt service on the
CPP funds increases HFSG's cash needs and reduces holding company
interest coverage margins, although the company has also
substantially reduced its quarterly common share dividend by 90%
to conserve cash.  If the company suffers additional significant
losses, the ratings could be lowered.  However, if the company is
able to improve its earnings and generate internal capital growth,
the Outlook could return to Stable.

The Negative Outlook also reflects Fitch's concerns about the
potential impact to HFSG's business position, franchise value and
management team as a result of recent financial stress and its
need to participate in CPP, particularly given the federal
government restrictions imposed on companies.  Fitch anticipates
that the company will focus in the near-term on mitigating any
such disruptions so as to preserve the long-term success of the
business.  Any actual impact of these changes will be monitored
closely in Fitch's rating analysis going forward.

HFSG also maintains financial flexibility with approximately $1
billion available in holding company cash following the company's
repayment of $375 million borrowed under the Federal Reserve's
Commercial Paper Funding Facility.  The source of this remaining
cash is primarily the $1 billion from Allianz SE that was not
contributed to the life insurance operations following Allianz's
$2.5 billion investment in Hartford in the fourth quarter of 2008.
Additional financial flexibility is provided through a
$1.9 billion revolving credit facility and a $500 million
contingent capital facility.

Fitch has placed these ratings on Negative Watch:

Hartford Financial Services Group, Inc.

  -- $500 million 8.125% junior subordinated debentures due 2068
     'BB+';

  -- $1.75 billion 10% junior subordinated debentures due 2068
     'BB+'.

Fitch has affirmed these ratings with a Negative Rating Outlook:

Hartford Financial Services Group, Inc.

  -- Long-Term IDR at 'BBB';
  -- $275 million 7.9% notes due 2010 at 'BBB-';
  -- $400 million 5.25% notes due 2011 at 'BBB-';
  -- $319 million 4.625% notes due 2013 at 'BBB-';
  -- $199 million 4.75% notes due 2014 at 'BBB-';
  -- $200 million 7.3% notes due 2015 at 'BBB-';
  -- $300 million 5.5% notes due 2016 at 'BBB-';
  -- $499 million 5.375% notes due 2017 at 'BBB-';
  -- $500 million 6.3% notes due 2018 at 'BBB-';
  -- $499 million 6% notes due 2019 at 'BBB-';
  -- $298 million 5.95% notes due 2036 at 'BBB-';
  -- $323 million 6.1% notes due 2041 at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

Hartford Life, Inc.

  -- Long-term IDR at 'BBB';
  -- $147 million 7.65% notes due 2027 at 'BBB-';
  -- $92 million 7.375% notes due 2031 at 'BBB-';
  -- Short-term IDR at 'F2'.

Hartford Life Global Funding

  -- Secured notes program at 'A-'.

Hartford Life Institutional Funding

  -- Secured notes program at 'A-'.

Hartford Life and Accident Insurance Company

  -- IFS at 'A-'.

Hartford Life Insurance Company

  -- IFS at 'A-';
  -- Medium-term note program at 'BBB+'.

Hartford Life and Annuity Insurance Company

  -- IFS at 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:

Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

  -- IFS at 'A+'.


HAWAIIAN TELCOM: Terms of Proposed Reorganization Plan
------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its seven debtor-
affiliates presented to the U.S. Bankruptcy Court for the
District of Hawaii a Joint Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement on June 3, 2009.

The Plan contemplates that the Debtors will emerge with a minimum
of $45 million in cash and that the senior secured lenders under
that certain Credit Agreement will own the vast majority of
Reorganized Hawaiian Telcom Holdco.  Holders of the Senior Notes
will obtain minority ownership in Reorganized Hawaiian Telcom
Holdco through new warrants and a rights offering.  Unsecured
creditors will also receive cash in an amount equal to their pro
rata share of the Unsecured Claims Fund.  Equity interests in
Hawaiian Telcom Holdco, Inc., will be extinguished.

"The Plan provides for a significantly deleveraged capital
structure, will maximize the value of the Debtors' estates for
all stakeholders, and will position the Debtors to meet the ever
evolving telecommunications needs of the State of Hawaii in a
highly-competitive market," according to Nicholas C. Dreher,
Esq., at Cades Schutte LLP, in Honolulu, Hawaii.

The Plan will be implemented through these means:

(1) The provisions of the Plan will constitute a good-faith
     compromise and settlement of all claims and equity
     interests and controversies resolved pursuant to the Plan.
     All distributions made to holders of Allowed Claims in any
     Class are intended to be, and will, be final.

(2) On the Effective Date, the Debtors or Reorganized Debtors
     will enter into transactions to effectuate a corporate
     restructuring of their businesses, including intercompany
     mergers, consolidations, amalgamations, arrangements,
     continuances, restructurings, conversions, dissolutions,
     transfers, liquidations, or other corporate transactions,
     as applicable.

(3) On the Effective Date, the New Hawaiian Telcom Holdco Board
     will be established.  Reorganized Hawaiian Telcom Holdco
     will adopt a Management Equity Incentive Program and other
     agreements contemplated by the Plan as necessary to
     consummate the Plan.  The Management Equity Incentive
     Program will become effective without any further action by
     the Debtors or the Reorganized Debtors.

(4) The sources of consideration for the Plan distributions
     are:

        -- The Debtors will fund cash distributions under the
           Plan with cash on hand, including cash from
           operations;

        -- On the Effective Date, the Reorganized Debtors will
           enter into a New Term Loan.  Confirmation will be
           deemed approval of the New Term Loan, and
           authorization for the Reorganized Debtors to enter
           into and execute the New Term Loan documents and to
           grant liens on all of the Reorganized Debtors'
           assets, subject to modifications as necessary;

        -- The Debtors and the Reorganized Debtors will be
           entitled to transfer funds between and among
           themselves to enable the Reorganized Debtors to
           satisfy their obligations under the Plan.  However,
           any changes in intercompany account balances
           resulting from the transfers will be accounted for
           and settled in accordance with the Debtors'
           historical intercompany account settlement practices
           and will not violate the Plan.

        -- The Certificate of Incorporation of Reorganized
           Hawaiian Telcom Holdco will be amended to authorize
           the issuance of 40,000,000 common shares.  On the
           Effective Date, Reorganized Hawaiian Telcom Holdco
           will issue and distribute 100% of the initial number
           of shares of New Common Stock to the Distribution
           Agent for the benefit of holders of Allowed Claims in
           Class 3, subject to dilution on account of New
           Warrants, Rights Offering and Management Equity
           Incentive Program.

        -- On the Effective Date, the Distribution Agent will
           issue the New Warrants to the holders of Allowed
           Senior Notes Claims in Class 5, pursuant to a New
           Warrant Agreement.  All New Warrants issued pursuant
           to the Plan will be duly authorized, validly issued,
           fully paid and non-assessable.

(5) Each Debtor will continue to exist after the Effective Date
     as a separate corporate entity or limited liability
     company, with all the applicable powers pursuant to
     the applicable law in the jurisdiction in which each
     applicable Debtor is incorporated and pursuant to the
     certificate of incorporation and by-laws in effect prior to
     the Effective Date.  To the extent the certificates of
     incorporation and by-laws are amended, they are deemed
     amended pursuant to the Plan and require no further
     action or approval.

(6) On the Effective Date, all property in each estate of the
     Debtors, all causes of action, and any property acquired by
     any of the Debtors pursuant to the Plan will vest in each
     Reorganized Debtor, free and clear of all liens and
     encumbrances.  Each Reorganized Debtor may operate its
     business and may use, acquire or dispose of property and
     compromise or settle any Claims, Equity Interests or Causes
     of Action without approval by the Bankruptcy Court and free
     of any restrictions of the Bankruptcy Code or Bankruptcy
     Rules.

(7) The obligations of the Debtors under the Credit Agreement,
     the Senior Notes Indenture, the Subordinated Notes
     Indenture and any other debt instrument that may give rise
     to any Claim or Equity Interest will be cancelled solely as
     to the Debtors and their affiliates, and the Reorganized
     Debtors will not have any continuing obligations.
     Moreover, the obligations of the Debtors and their
     Affiliates pursuant to any agreements, indentures,
     certificates of designation, by-laws or certificate or
     articles of incorporation or similar documents governing
     the shares, certificates, notes, bonds, indentures,
     purchase rights, options, New Warrants or other debt
     instruments will be released and discharged; provided,
     however, that any indenture or agreement that governs the
     rights of the holder of a Claim will continue in effect
     solely to allow holders to receive distributions under the
     Plan.

                         Rights Offering

The Plan provides for a rights offering wherein each Eligible
Senior Notes Claim Holder will receive Subscription Rights,
entitling the holder to purchase its pro rata share as of the
Rights Offering Record Date of 3,125,000 shares of New Common
Stock, which will be issued on the Effective Date or as soon as
practicable.

The Rights Offering will commence on the date the Plan ballots
are mailed to Eligible Senior Notes Claim Holders, which is
contemplated to be seven days after the entry of the Disclosure
Statement Order.  Each Eligible Senior Notes Claim
Holder intending to participate in the Rights Offering must
affirmatively elect to exercise its Subscription Rights and pay
the Subscription Purchase Price.  After the Subscription
Expiration Date, any exercise of Subscription Rights will be null
and void and the Debtors will not be obligated to honor any
exercise received by the Rights Offering Agent after the
Subscription Expiration Date, regardless of when the documents
relating to the exercise were sent.

Any net proceeds of the Rights Offering resulting in pro forma
cash in excess of $75 million will be delivered to the Senior
Secured Parties and the outstanding amount of the New Term Loan
will be reduced proportionately.

                      Additional Disclosures

The Debtors relate that they have prepared financial projections
based on their operating budget for year 2009.  The financial
projections for years 2010 through 2013 incorporate management's
assumptions and initiatives, including the impact of new products
and services as contemplated in the new business plan.  The
operating assumptions assume that the Effective Date will be
December 31, 2009.

Moreover, the Debtors believe that the value of any distributions
if their Chapter 11 cases were converted to cases under Chapter 7
of the Bankruptcy Code would be less than the value of
distributions under the Plan.  The fees and expenses of a Chapter
7 trustee would also reduce cash available for distribution to
holders of allowed claims.  The Debtors aver that holders of
Class 5 Senior Notes Claims, Class 7 Hawaiian Te1com
Communications Inc. General Unsecured Claims, Class 8 Hawaiian
Te1com Holdco Inc. General Unsecured Claims, Class 9 Hawaiian
Te1com Inc. General Unsecured Claims, Class 10 Hawaiian Te1com
Services Company Inc. General Unsecured Claims, Class 11 Hawaiian
Te1com IP Service Delivery Investment LLC General Unsecured
Claims, Class 12 Hawaiian Te1com IP Service Delivery Research LLC
General Unsecured Claims, Class 13 Hawaiian Te1com IP Video
Investment LLC General Unsecured Claims and Class 14 Hawaiian
Te1com IP Video Research LLC General Unsecured Claims will
recover more value as a result of confirmation of the proposed
Plan than through a hypothetical Chapter 7 liquidation.

The Debtors are yet to file their financial projections,
liquidation analysis and plan supplements on September 11, 2009,
or ten days before the confirmation hearing.

The Debtors are confident that the proposed Plan satisfies the
regulatory requirements and is in the best interests of the State
of Hawaii.

Furthermore, the Debtors believe that acceptance of the Plan is a
key step in enabling them to achieve their long-term goal of
becoming the preferred one-stop provider of communications
services and productions for business and residential customers
throughout Hawaii.

A full-text copy of the Hawaiian Telcom Plan is available for
free at http://bankrupt.com/misc/HawTel_June3DiscStat.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/HawTel_June3ReorgPlan.pdf

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Projects Up to 3% Recovery for Senior Noteholders
------------------------------------------------------------------
The Joint Plan of Reorganization proposed by Hawaiian Telcom
Communications, Inc., and its affiliates groups claims against and
interest in the Debtors in 18 classes:

Class/Designation    Treatment          Est. Recovery/Claim Amt
-----------------    ---------          -----------------------
1 Priority Non-Tax   Paid in full,      Est. Recovery: 100%
   Claims             in cash.

2 Secured Tax Claims Paid in full,      Est. Recovery: 100%
                      in cash.

3 Senior Secured     Pro rata share of  Est. Recovery: 75-80%
   Claims             (i) New Term Loan  Est. Amt.: $592,544,328
                      and (ii) 100% of
                      New Common Stock.

4 Other Secured      Either (a)         Est. Recovery: 100%
   Claims             reinstatement of
                      allowed Other
                      Secured Claim,
                      (b) payment in full
                      in Cash, or (c)
                      release of the
                      collateral.

5 Senior Notes       Pro rata share of  Est. Recovery: 2-3%
   Claims             (a) New Warrants   Est. Amt.: $368,976,750
                      and (b)
                      Subscription
                      Rights

6 Subordinated       Will not receive   Est. Recovery: --
   Notes Claims       any property under Est. Amt.: $160,937,500
                      the Plan

7 Hawaiian Telcom    Payment in cash       --
   Communications,    equal to pro rata
   Inc. General       share of the
   Unsecured Claims   Unsecured Claims
                      Fund

8 Hawaiian Telcom    Payment in cash       --
   Holdco, Inc.       equal to pro rata
   General Unsecured  share of the
   Claims             Unsecured Claims
                      Fund

9 Hawaiian Telcom    Payment in cash    Est. Recovery: 1-2%
   Inc. General       equal to pro       Est. Amt.: $25-$35 mil.
   Unsecured Claims   rata share of
                      the Unsecured
                      Claims Fund.

10 Hawaiian Telcom    Payment in cash    Est. Recovery: 1-2%
   Services Company,  equal to pro
   Inc. General       rata share of the
   Unsecured Claims   Unsecured Claims
                      Fund

11 Hawaiian Telcom    Payment in cash       --
   IP Service         equal to pro
   Delivery           rata share of the
   Investment, LLC    Unsecured Claims
   General Unsecured  Fund
   Claims

12 Hawaiian Telcom    Payment in cash       --
   IP Service         equal to pro rata
   Delivery           share of the
   Research, LLC      Unsecured Claims
   General Unsecured  Fund
   Claims

13 Hawaiian Telcom    Payment of cash       --
   IP Video           equal to pro rata
   Investment, LLC    share of the
   General Unsecured  Unsecured Claims
   Claims             Fund

14 Hawaiian Telcom,   Payment of cash       --
   IP Video           equal to pro rata
   Research, LLC      share of the
   General Unsecured  Unsecured Claims
   Claims             Fund

15 Intercompany       May be                --
   Claims             reinstated or
                      cancelled

16 Intercompany       Will be               --
   Interests          reinstated

17 Hawaiian Telcom    Holders will l        --
   Holdco Equity      not receive any
   Interests          distribution

18 Section 510(b)     Holders will          --
   Claims             not receive
                      any distribution

Claims in Classes 1, 2, 4, 15, 16 have unimpaired status.  The
rest of the Classes of Claims have impaired status.

A full-text copy of the Claims Classification under the Hawaiian
Telcom Plan is accessible for free at:

                http://ResearchArchives.com/t/s?3db0

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Disclosure Statement Hearing on August 11
----------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Hawaii to
approve the Disclosure Statement accompanying the Joint Plan of
Reorganization they filed with the Court as containing "adequate
information" pursuant to Section 1125 of the Bankruptcy Code.

Nicholas C. Dreher, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, asserts that the Debtors' Disclosure Statement contains
the pertinent information necessary for holders of eligible
claims to make an informed decision about whether to vote or
accept or reject the Plan.  Among others, he notes, the
Disclosure Statement provides information on:

(1) claims asserted against the Debtors' estates and the
     procedures for the resolution of disputed, contingent and
     unliquidated claims or equity interests;

(2) certain risk factors to consider that may affect the Plan;

(3) the reorganization contemplated by the Plan and the
     Reorganized Debtors' financial projections and valuation;

(4) the provisions governing distributions under the Plan;

(5) the means for implementation of the Plan;

(6) procedures for soliciting votes to accept or reject the
     Plan, confirmation procedures, statutory requirements for
     confirmation of the Plan and consummation of the Plan; and

(7) the Debtors' recommendation that holders of claims entitled
     to vote on the Plan vote to accept the Plan.

The Debtors also ask the Court to approve a notice of the hearing
to consider the Disclosure Statement to be provided to creditors
and other parties-in-interest.  The Disclosure Statement Hearing
Notice identifies (i) the date, time, and place of the Disclosure
Statement Hearing, (ii) the manner in which parties can obtain a
copy of the Disclosure Statement, and (c) the deadline for filing
objections to the approval of the Disclosure Statement.

                      Voting Record Date

The Debtors propose to establish July 29, 2009, or 13 days before
hearing on the Disclosure Statement, as the record date for
determining:

  (a) the holders of claims entitled to vote to receive a
      solicitation package;

  (b) the holders of claims entitled to vote to accept or reject
      the Plan; and

  (c) whether claims have been properly transferred to an
      assignee pursuant to Rule 3001(e) of Federal Rules of
      Bankruptcy Procedure so that the assignee can vote as the
      holder of the claim.

                       Voting Deadline

The Debtors propose to establish September 11, 2009, at 1 p.m.
Hawaii Standard Time, as the deadline for the submission of votes
on the Plan.

For votes to be counted, all claim holders entitled to vote on
the Plan must properly complete, execute and return their
Ballots, prevalidated Beneficial Holder Ballots and Master
Ballots by first class mail, overnight courier, or personal
delivery so that they are actually received by the Debtors'
Claims and Solicitation Agent or Securities Voting Agent by the
Voting Deadline Date.

                         Form of Ballots

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the Debtors prepared ballots based on Official Form
No. 14, but modified to (i) address the particular circumstances
under their Chapter 11 cases, and (ii) include certain additional
information that is relevant and appropriate for claims within
any of the classes entitled to vote on the Plan, including
detailed instructions regarding how to vote on the Plan.

The Debtors intend to distribute the Ballots to classes entitled
to vote on the Plan, which includes under Classes 3, 5, 7, 8, 9,
10, 11, 12, 13 and 14.  All other classes are not entitled to
vote to accept or reject the Plan because they are either
unimpaired and thus, presumed to accept the Plan; or are not
entitled to receive or retain any property under the Plan and
thus, are deemed to reject the Plan.

                       Solicitation Package

The Debtors intend to distribute the plan-related materials or
the "Solicitation Package" to creditors entitled to vote two days
after entry of the Disclosure Statement Order.  The Solicitation
Package will consist of:

  (1) the Disclosure Statement and accompanying exhibits;

  (2) the Disclosure Statement Order;

  (3) the appropriate Ballot, Beneficial Holder Ballot and
      Master Ballot and voting instructions;

  (4) a pre-addressed, postage prepaid return envelope;

  (5) an appropriate letter explaining the solicitation process
      and urging the holders of claims to vote to accept the
      Plan;

  (6) the Confirmation Hearing Notice; and

  (7) other materials as the Court may direct.

The Plan, Disclosure Statement and the Disclosure Statement Order
will be distributed in CD-ROM format, while the Ballots as well
as the cover letter explaining the solicitation process and the
Confirmation Hearing Notice will be provided in paper format.

The Debtors also propose to deliver Solicitation Packages to each
identified entity as holding senior fixed rate notes or senior
floating rate notes on behalf of Beneficial Holders as of the
Voting Record Date.  The Debtors ask the Court to require the
Nominees upon receipt of the Solicitation Packages, to promptly
distribute within five business days the Solicitation
Packages to Beneficial Holders so that Beneficial Holders will
receive and have ample opportunity to review the materials and
timely vote.  Upon receipt of a completed Beneficial Holder
Ballot from Beneficial Holders, the Nominee must compile the
votes cast on the Beneficial Holder Ballots onto the appropriate
Master Ballot.

                    Non-Voting Class Notice

Claims and equity interests in Classes 1, 2, 4, 15 and 16 are
unimpaired and thus, presumed to accept the Plan.  Claims and
equity interests in Classes 6, 17 and 18 will not receive or
retain any interest or property under the Plan and therefore, are
deemed to reject the Plan.  To avoid reduce expenses, in lieu of
a Solicitation Package, the Debtors propose to send holders of
claims and equity interests not entitled to vote on the Plan (1)
a Confirmation Hearing Notice, and (2) a notice of non-voting
status.  Each Notice of Non-Voting Status will describe, among
others, (i) instructions as to how to view or obtain copies of
the Disclosure Statement, the Disclosure Statement Order and all
other materials in the Solicitation Package from the Claims and
Solicitation Agent and the Court's website via PACER; (ii) a
disclosure regarding the settlement, release, exculpation and
injunction language pursuant to the Plan; (iii) notice of the
Plan Objection Deadline; and (iv) the Confirmation Hearing
Notice.

The Debtors believe that the mailing of a Confirmation Hearing
Notice and Notices of Non-Voting Status in lieu of Solicitation
Packages satisfies the requirements of Bankruptcy Rule 3017(d).

                      Voting Procedures

Ballots will not be considered if they are, among others, (i)
received after the Voting Deadline, (ii) illegible or contains
insufficient information to permit the identification of the
holder of the claim, (iii) does not hold a claim in a class that
is entitled to vote on the Plan, (iv) unsigned, or (v) not marked
to accept or reject the Plan or marked both to accept and reject
the Plan.

Holders must vote all of their claims within a particular class
either and may not split any votes.

                         Rights Offering

In accordance with the Plan and pursuant to rights offering
procedures, each holder of an allowed Senior Notes claim on the
Voting Record Date who is an Accredited Investor and who has
timely delivered an Investor Certificate certifying to that
effect will receive the right, but not the obligation, to
purchase its pro rata share of $50,000,000 worth of common stock
based on the plan equity value.

Each Eligible Senior Notes Claim Holder intending to participate
in the Rights Offering must affirmatively elect to exercise its
Subscription Rights on or prior to September 11, 2009.

To exercise Subscription Rights, each Eligible Senior Notes Claim
Holder must (a) complete the Subscription Form, and (b) pay to
the subscription agent for the Rights Offering, on or before the
Subscription Expiration Date, the subscription purchase price
multiplied by the number of shares of New Common Stock it seeks
to purchase by wire transfer or by bank check.

                      Confirmation Hearing

The Debtors ask the Court to set September 21, 2009, or 10 days
after the Voting Deadline, as the hearing date to consider
confirmation of the Plan.  The Debtors also seek that parties-in-
interest be given until September 11 to file formal objections to
the Plan.

Any objection asserted with respect to the confirmation of the
Plan must be in writing; must conform to Bankruptcy Rules; must
set forth the name of the objector, the nature and amount of
claims or equity interests held or asserted by the objector
against the Debtors; must assert the basis of the objection; and
must be filed with the Court, together with proof of service; and
must be served so as to be received no later than 1:00 p.m.
Hawaii Standard Time, on September 11, 2009.

The Court will convene a hearing on August 11, 2009, to consider
the Debtors' request for approval of the Disclosure Statement and
the plan solicitation procedures.  Objections to the Disclosure
Statement are due August 4.  The Disclosure Statement hearing was
previously set on July 23, 2009.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Proposes FBG as Securities Voting Agent
--------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Hawaii to employ Financial Balloting Group LLC as their securities
voting agent in connection with the Plan confirmation process.

As the Debtors' Voting Agent, FBG will:

  (a) advise the Debtors regarding all aspects of the Plan
      voting, including timing issues; voting, tabulation and
      subscription procedures; and documents needed for the plan
      vote and the Rights Offering;

  (b) review the voting portions of the relevant documents,
      particularly as they may relate to Beneficial Holders of
      securities held in "Street" name.  Documents may include
      the solicitation procedures motion and order, disclosure
      statement and plan, ballots, subscription forms and other
      documents;

  (c) work with the Debtors to seek appropriate information
      from The Depository Trust Company and the indenture
      trustee;

  (d) establish an interest bearing account for the Debtors in
      connection with its role as Subscription Agent.  FBG would
      act as administrator for the account, but Hawaiian Telcom
      would need to approve any wires out of the account
      initiated by FBG;

  (e) if the Rights Offering is conducted through DTC, work with
      DTC to establish the Rights Offering on its ASOP system;
      coordinate the delivery and payments by DTC; and act as
      ASOP agent with DTC in connection with the Rights
      Offering;

  (f) if appropriate, coordinate the distribution of
      questionnaires to street name holders of notes by
      forwarding the appropriate document to the proxy
      departments of the banks and brokerage firms holding the
      securities, who in turn will forward it to Beneficial
      Holders;

  (g) mail voting documents to any registered holders of bonds;

  (h) coordinate the distribution of voting documents to street
      name holders of bonds by forwarding the appropriate
      documents to the banks and brokerage firms holding the
      securities, who in turn will forward it to Beneficial
      Holders for voting;

  (i) distribute copies of the Master Ballots to the appropriate
      Nominees after the initial mailing, so that firms may cast
      votes on behalf of Beneficial Holders;

  (j) prepare a certificate of service for filing with the
      Court;

  (k) handle requests for documents from parties in interest,
      including brokerage firm and bank back-offices and
      institutional holders;

  (l) respond to telephone inquiries from noteholders and
      Nominees regarding the Disclosure Statement and the voting
      and subscription procedures;

  (m) make telephone calls to non-objecting Beneficial Holders
      and registered holders of securities to confirm receipt of
      Plan documents and respond to questions about voting and
      subscription procedures;

  (n) receive and examine any Subscription Forms submitted by
      holders of the Debtors' senior notes, if applicable, and
      deposit any checks in the special subscription account
      established by FBG for that purpose;

  (o) receive and examine all Ballots and Master Ballots cast by
      holders of bonds;

  (p) tabulate all Ballots and Master Ballots received prior to
      the Voting Deadline in accordance with established
      procedures, and prepare a voting certification for filing
      with the Court; and

  (q) undertake other duties as may be agreed upon by Hawaiian
      Telcom and FBG.

The Debtors propose to pay FBG on these terms:

  a. For the distribution of materials to noteholders in
     "Street" name, FBG will be entitled to a project fee of
     $13,000.  This covers the coordination with all brokerage
     firms, banks, institutions and other interested parties,
     including the distribution of voting materials.  This
     assumes one distribution of voting materials, which will be
     directed to the firms' proxy departments, a Rights
     Offering, which will likely be made directly to any
     eligible holders, a single plan of reorganization, and no
     extensions of the Voting Deadline.

  b. For the mailing to registered record holders, FBG will be
     entitled to estimated labor charges of $1.75 to $2.25 per
     voting package, depending on the complexity of the mailing,
     with a $500 minimum for each file.  The charge indicated
     assumes the package includes the Disclosure Statement, a
     Ballot, a return envelope and one other document.  It also
     assumes that a window envelope will be used for the
     mailing, and will thus not require a matched mailing.

  c. FBG will be entitled to a minimum charge of $2,000 to take
     up to 250 telephone calls from holders within a 30-day
     solicitation period.  If more than 250 calls are received
     within the period, those additional calls will be charged
     at $8.00 per call.  Any call to holders will be charged at
     $8.00 per call.

  d. FBG will be entitled to a charge of $125 per hour for the
     tabulation of Ballots and Master Ballots, plus set up
     charges of $1,000 for each tabulation element.  Standard
     hourly rates will apply for any time spent by senior
     executives reviewing and certifying the tabulation and
     dealing with special issues that may develop.  A surcharge
     of $2,500 will apply for a voting deadline later than 8:00
     P.M., Eastern time.

Specifically, the Debtors will pay FBG's professionals according
to their customary hourly consulting rates:

          Title                   Rate per Hour
          -----                   -------------
          Executive Director          $410
          Vice President              $360
          Senior Case Manager         $300
          Case Manager                $240
          Case Analyst                $190
          Programmer II               $195
          Programmer I                $165
          Clerical                     $65

The Debtors will also reimburse FBG for expenses the firm
incurred or incurs in connection with the contemplated services.

The Debtors also seek approval to employ FBG as their
subscription agent in connection with the Rights Offering under
the Plan.

Jane Sullivan, executive director of FBG, informs the Court that
her firm does not represent or hold an interest adverse to the
Debtors with respect to the matters on which FBG will be
employed.  She maintains that FBG is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code.
To the extent any new relevant facts bearing on the matters
during the period of FBG's retention are discovered, she assures
the Court that FBG will promptly file a supplemental declaration
as required by Rule 2014(a) of the Federal Rules of Bankruptcy
Procedure.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Seeks September 30 Extension of Plan Period
------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
are seeking from the U.S. Bankruptcy Court for the District of
Hawaii a second extension to their exclusivity periods.

The Debtors filed with the Court a Joint Plan of Reorganization
and accompanying Disclosure Statement on June 3, 2009.  The Plan
will accomplish the Debtors' primary goals in their Chapter 11
cases -- to deleverage its capital structure and ensure sufficient
liquidity for the Debtors to remain the leading provider of
telecommunications in Hawaii, Nicholas C. Dreher, Esq., at Cades
Schutte LLP, in Honolulu, Hawaii, tells the Court.

Aside from the Debtors' filing of the Plan, which evidences the
Debtors' efforts to move their reorganization along, Mr. Dreher
states that the Debtors have made progress toward a successful
conclusion of these Chapter 11 cases through these
accomplishments:

  (1) The Debtors have continued to engage their key
      stakeholders in restructuring discussions and to market
      the business to numerous potential strategic and financial
      investors.  After reviewing various restructuring and sale
      alternatives, the Debtors determined that it is in the
      best interests of their estates to pursue a restructuring
      supported by the Secured Lenders.

  (2) The Debtors commenced an extensive independent analysis of
      the lien dispute, which is subject to an adversary
      proceeding commenced by the Secured Lenders against the
      Official Committee of Unsecured Creditors.  The Debtors
      undertook this analysis so that it can assist the Court
      and parties-in-interest and expedite the Loan Dispute.

  (3) The Debtors acted prudently to conserve their limited cash
      resources.  Indeed, in February 2009, the Debtors filed a
      request seeking authority to continue to use cash
      collateral beyond the February 28, 2009 expiration of the
      consensual "first day" cash collateral order, but to
      eliminate adequate protection payments to the Secured
      Lenders in an amount equal to postpetition interest at the
      non-default rate.  After extensive negotiations, the
      Debtors and the Secured Lenders agreed to reduce the
      adequate protection payments by $11.4 million for 2009.

  (4) The Debtors' management team has maintained an open
      dialogue with the State of Hawaii to keep the Hawaii
      Public Utilities Commission informed about their
      restructuring.

Although the Debtors believe that the Plan is confirmable, it
could take six to nine months to receive the applicable
regulatory approvals, Mr. Dreher tells the Court.  The outcome of
the Lien Dispute is also uncertain.  The Debtors say they cannot
bring their cases to conclusion until the Lien Dispute is
resolved and the applicable regulatory agencies approve the Plan.
Against this backdrop, the Debtors assert that their exclusivity
period must be preserved in the event the Plan is unconfirmed.

Accordingly, the Debtors ask the Court to extend their:

  (i) exclusive plan filing period through and including
      September 30, 2009; and

(ii) exclusive plan solicitation period through and including
      November 30, 2009.

Mr. Dreher emphasizes that the proposed extension is warranted
because the Debtors have more than $1.1 billion in outstanding
prepetition debt and complex issues remain outstanding.  He adds
that despite the Lien Dispute, the Debtors have filed the Plan
that reflects the Debtors' independent analysis of the outcome of
the Lien Dispute and contemplates a post-emergence capital
structure that the Debtors are confident will attain regulatory
approval.  He also maintains that the Debtors have continued to
pay their debts as they become due.

The Debtors add that they have reduced the adequate protection
payments to the Secured Lenders so that they can continue to pay
debts as the debts become due.  Since the Secured Lenders will be
the key economic stakeholders in Reorganized Hawaiian Telcom, the
Debtors also continue to engage in an open dialogue with the
Committee and the HPUC on all matters.

Mr. Dreher clarifies that the Debtors are not seeking an
extension of exclusivity to apply pressure to any creditor to
agree to the proposed Plan.  On the contrary, the Debtors are
moving expeditiously toward confirmation and only seek the
proposed extension in the event they must reformulate the Plan at
a later date, he emphasizes.  "Allowing the exclusive periods to
expire could derail the Debtors' efforts to bring these Chapter
11 cases to a successful conclusion as quickly as possible and
would likely result in increased administrative costs," he
asserts.

The Court will consider the Debtors' request on July 1, 2009.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HERBST GAMING: Sr. Sub Notes, Equity Get Nothing Under Plan
-----------------------------------------------------------
Herbst Gaming and its affiliates delivered to the U.S. Bankruptcy
Court for the District of Nevada their Plan of Reorganization and
accompanying Disclosure Statement.

NetDockets reports that pursuant to the Plan documents, the
enterprise value of Herbst's assets, which are primarily a casino
business and a slot route business, has been determined to be
between $469 million and $557 million.  As of the Petition Date,
Herbst's obligations under its senior secured credit facility
totaled $876.5 million.  Under the proposed Plan of
Reorganization, Herbst's senior secured creditors would receive
100% of the equity in the reorganized Herbst Gaming and the senior
secured credit facility would be restructured with the reorganized
company being obligated for $350 million in debt.

According to NetDockets, because Herbst's senior secured creditors
(the lenders under the credit facility) will not be recovering the
full value of their claims (according to the debtors), holders of
Herbst's senior subordinated notes (whose claims are contractually
subordinated to the credit facility claims) will not receive any
recovery on account of their claims.  Existing equity holders
would also have their interests expunged without receiving any
recovery.  However, holders of allowed general unsecured claims
would be paid in full under the proposed Plan and all contracts
relating to Herbst's slot route business would be assumed (thereby
requiring cure of pre-bankruptcy payment defaults).

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., at Gordon Silver, represents the
Debtors in their restructuring efforts.  Herbst Gaming had
$919.1 million in total assets; and $33.5 million in total
liabilities not subject to compromise and $1.24 billion in
liabilities subject to compromise, resulting in $361.0 million in
stockholders' deficiency as of March 31, 2009.


HEXION SPECIALTY: FTC Sets Aside Ruling on Failed Huntsman Merger
-----------------------------------------------------------------
Hexion Specialty Chemicals Inc. reports that on June 4, 2009, the
Federal Trade Commission reopened and set aside or modified orders
issued by the FTC on October 2, 2008 and November 13, 2008 in the
matter of Hexion's acquisition of Huntsman Corporation, thereby
removing obligations relating to the divesture of assets to which
Hexion agreed in order to complete the transaction, which was
subsequently terminated and settled on December 14, 2008.

The modification of the FTC's earlier orders sets aside
requirements intended to remedy the anti-competitive effects of
the proposed transaction, but imposes on Hexion a three-year
requirement to seek the FTC's approval prior to the acquisition of
any stock or certain assets of Huntsman, or any merger or other
combination with Huntsman.

In October 2008, Hexion sued Credit Suisse Group and Deutsche Bank
AG after the bank lenders refused to fund the company's
$6.5 billion purchase of Huntsman.  The merger was ultimately
cancelled and in December 2008, Huntsman settled with Hexion and
with Apollo Management, L.P., in connection with Huntsman's
$325 million break-up fee claim and other claims related to the
merger.  Payments to be made to Huntsman under the settlement
agreement totaled $1 billion.

                      About Hexion Specialty

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

As of March 31, 2009, Hexion had $2.8 billion in total assets on
$5.0 billion in total liabilities, resulting in $2.1 billion in
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on June 16, 2009,
Moody's Investors Service lowered the Probability of Default
Rating of Hexion to Ca/LD from B3 as Moody's deemed the recently
concluded tender offer, combined with open market repurchases of
debt in the first quarter, to be a distressed exchange.  Moody's
noted that since the beginning of 2009 Hexion has bought back
roughly $217 million of debt (face amount) for roughly
$32 million.  Moody's affirmed Hexion's Corporate Family Rating at
B3, its senior secured first lien credit facilities at B1 and its
Speculative Grade Liquidity Rating at SGL-3.  The rating outlook
is negative.

The negative outlook reflects the level of uncertainty over the
timing of the recovery in demand and profit improvement at Hexion,
according to Moody's.  Additionally, the outlook reflects Moody's
expectations for a very slow recovery in housing and construction
markets in 2010.  Despite unusually weak credit metrics, Hexion
has more than adequate liquidity at the current time due to the
"covenant-lite" terms in its credit facility and the availability
of $200 million of additional capital from its financial sponsor.
The combination of these items would make a potential breech of
the financial covenant over the next 12 months unlikely.


HUNTSMAN CORP: FTC Sets Aside Ruling on Failed Huntsman Merger
--------------------------------------------------------------
Hexion Specialty Chemicals Inc. reports that on June 4, 2009, the
Federal Trade Commission reopened and set aside or modified orders
issued by the FTC on October 2, 2008 and November 13, 2008 in the
matter of Hexion's acquisition of Huntsman Corporation, thereby
removing obligations relating to the divesture of assets to which
Hexion agreed in order to complete the transaction, which was
subsequently terminated and settled on December 14, 2008.

The modification of the FTC's earlier orders sets aside
requirements intended to remedy the anti-competitive effects of
the proposed transaction, but imposes on Hexion a three-year
requirement to seek the FTC's approval prior to the acquisition of
any stock or certain assets of Huntsman, or any merger or other
combination with Huntsman.

In October 2008, Hexion sued Credit Suisse Group and Deutsche Bank
AG after the bank lenders refused to fund the company's
$6.5 billion purchase of Huntsman.  The merger was ultimately
cancelled and in December 2008, Huntsman settled with Hexion and
with Apollo Management, L.P., in connection with Huntsman's
$325 million break-up fee claim and other claims related to the
merger.  Payments to be made to Huntsman under the settlement
agreement totaled $1 billion.

                      About Hexion Specialty

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

As of March 31, 2009, Hexion had $2.8 billion in total assets on
$5.0 billion in total liabilities, resulting in $2.1 billion in
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on June 16, 2009,
Moody's Investors Service lowered the Probability of Default
Rating of Hexion to Ca/LD from B3 as Moody's deemed the recently
concluded tender offer, combined with open market repurchases of
debt in the first quarter, to be a distressed exchange.  Moody's
noted that since the beginning of 2009 Hexion has bought back
roughly $217 million of debt (face amount) for roughly
$32 million.  Moody's affirmed Hexion's Corporate Family Rating at
B3, its senior secured first lien credit facilities at B1 and its
Speculative Grade Liquidity Rating at SGL-3.  The rating outlook
is negative.

The negative outlook reflects the level of uncertainty over the
timing of the recovery in demand and profit improvement at Hexion,
according to Moody's.  Additionally, the outlook reflects Moody's
expectations for a very slow recovery in housing and construction
markets in 2010.  Despite unusually weak credit metrics, Hexion
has more than adequate liquidity at the current time due to the
"covenant-lite" terms in its credit facility and the availability
of $200 million of additional capital from its financial sponsor.
The combination of these items would make a potential breech of
the financial covenant over the next 12 months unlikely.


IMPERIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Imperial Capital Resource Group, Inc.
           dba The Peak City Grill & Bar
        126 North Salem Street, Suite 200
        Apex, NC 27502

Bankruptcy Case No.: 09-04946

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Steven Mark Adams and Julie Marcellino Adams       09-04945

Chapter 11 Petition Date: June 16, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Travis Sasser, Esq.
                  875 Walnut Street, Suite 342
                  Cary, NC 27511
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  Email: tsasser@carybankruptcy.com

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

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

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

      http://bankrupt.com/misc/nceb09-04946.pdf

The petition was signed by Steven Adams, president of the Company.


INDYMAC BANCORP: Trustee Sues FDIC to Recover $736MM Transfer
-------------------------------------------------------------
Bloomberg News reports that the Chapter 7 trustee for IndyMac
Bancorp Inc. sued the Federal Deposit Insurance Corp. the U.S.
District Court for the District of Columbia (Case No. 09-01088),
seeking to recover $736 million transferred by the holding company
to its banking unit.  The trustee contends that the transfers made
by the Debtor to Indymac Bank between 2006 and 2008 were
fraudulent transfers and can be recovered by the estate.

According to Bill Rochelle at Bloomberg, the trustee filed a claim
with the FDIC in the receivership of the bank.  When the FDIC
denied the claim, the trustee decided he had no alternative but to
sue the FDIC to validate the claim.

The Chapter 7 trustee, the report adds, contends the holding
company didn't receive value for the money it invested in the bank
while trying to keep it afloat.  Because the transfers made the
holding company insolvent, the trustee contends he's entitled to
have a valid claim in the bank's receivership.

As reported by the TCR on Feb 26, 2009, the Chapter 7 trustee for
IndyMac Bancorp Inc. sued the Federal Deposit Insurance Corp.
before the U.S. Bankruptcy Court for the Central District of
California, seeking a ruling that some of the assets seized by the
FDIC belong to the bankrupt estate of the holding company and not
to the bank under the regulator's control.

                      About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank, FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

All of Indymac's business is conducted, and assets are held,
within IndyMac Bank, F.S.B.  On July 11, 2008, the Office of
Thrift Supervision closed IndyMac Bank and appointed FDIC as the
bank's receiver.  Thacher Proffitt & Wood LLP was engaged as
counsel to the FDIC.

Two weeks following FDIC's takeover of its banking operations,
Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D. Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had $32.01 billion
in assets as of July 11, 2008.  In court documents, IndyMac
disclosed estimated assets of $50 million
to $100 million and estimated debts of $100 million to
$500 million.


ISCHUS HIGH: S&P Downgrades Ratings on Class A-1S & A-1J Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1S and A-1J notes issued by Ischus High Grade Funding I
Ltd., a cash flow high-grade structured finance collateralized
debt obligation transaction.

The downgrades follow S&P's receipt of notice from the trustee on
the deal stating that a majority of the controlling class has
directed the trustee to proceed with the liquidation of the
collateral backing the rated notes.  The liquidation notice
follows previous notice declaring an event of default for the
transaction, dated Nov. 13, 2008.  The deal experienced the EOD
due to the failure of an overcollateralization-based EOD trigger
specified in section 5.01 (i) of the transaction's indenture.

The downgrades reflect S&P's opinion that substantial losses to
the noteholders are highly likely based on the current market
value of the collateral and S&P's view that market prices may not
recover during the liquidation period.

                         Ratings Lowered

                 Ischus High Grade Funding I Ltd.

                              Rating
                              ------
                Class   To          From
                -----   --          ----
                A-1S    CC          B+/Watch Neg
                A-1J    CC          CCC-

                    Other Outstanding Ratings

                 Ischus High Grade Funding I Ltd.

                       Class       Rating
                       -----       ------
                       A-2         CC
                       A-3         CC
                       B           CC
                       C           CC


JJJ ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: JJJ Enterprises, LLC
        20020 Veterans Blvd., Suite 7 - 9
        Port Charlotte, FL 33954

Bankruptcy Case No.: 09-12625

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
       1775, LLC                                    09-3560
    Florida Investments, Inc.                       09-3556

Chapter 11 Petition Date: June 16, 2009

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

Judge: Alexander L. Paskay

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

Estimated Assets: $0 to $50,000

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 Jeff R. Weiler, managing member of the
Company.


JUANA ORTEGA: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Juana Ortega
        1643 N Ironstone
        Montebello, CA 90640

Bankruptcy Case No.: 09-25170

Chapter 11 Petition Date: June 16, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Thomas L. Reed, Esq.
                  29006 Brookings Ln
                  Highland, CA 92346
                  Tel: (909) 649-2120

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

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

A full-text copy of Ms. Ortega's petition, including a list of her
6 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-25170.pdf

The petition was signed by Ms. Ortega.


KIWA BIO-TECH: In Talks with Investors to Resolve Event of Default
------------------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation received a Notice of
Default from its investors: AJW Partners, LLC, AJW Partners II,
LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW Qualified
Partners, LLC, AJW Qualified Partners II, LLC, AJW Master Fund,
Ltd., AJW Master Fund II, Ltd., New Millennium Capital Partners
III, LLC.

The investors claim that the Company was purportedly in default
for failure to timely file registration or effect registration as
required under the Company's notes issued to the investors.  The
Company has engaged in discussion with the Investors to resolve
the matter.

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.


LEAR CORP: S&P Changes Recovery Ratings on $1 Bil. Loan to '3'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its
recovery ratings on Lear Corp.'s (D/--/--) $1 billion senior
secured term facility to '3' from '1', indicating S&P's
expectation that lenders will receive meaningful (50% to 70%)
recovery in the event of a default.

At the same time, S&P revised its recovery rating on Lear's senior
unsecured notes to '6' from '5', indicating S&P's expectation that
lenders will receive negligible (0 to 10%) recovery in the event
of a payment default.  "The recovery rating changes were made in
conjunction with S&P's review of Lear's collateral value and the
decision to use a discrete asset methodology to determine recovery
values in the event of a default, given the recent substantial
decline in EBITDA," said Standard & Poor's credit analyst Lawrence
Orlowski. The issue-level rating on Lear's senior secured term
facility remains at 'CC'.  The issue-level ratings on the
company's 5.75% notes due 2014 and zero-coupon notes due 2022
remain at 'C', while the issue-level ratings on the 8.5% notes due
2013 and 8.75% notes due 2016 remain at 'D'.  The 'D' corporate
credit and issue-level ratings reflect Lear's decision not to pay
interest due June 1, 2009, on those notes.

                           Ratings List

                            Lear Corp.

          Corporate credit rating                D/--/--

                     Recovery Ratings Revised

                         Senior Unsecured

                                        To                 From
                                        --                 ----
  US$300 mil. 8.5% sr. nts ser
  due 12/01/2013
   Recovery Rating                      6                  5
  US$600 mil. 8.75% sr. nts ser
  due 12/01/2016
   Recovery Rating                      6                  5

                         Ratings Affirmed

                            Lear Corp.

            Senior Secured                         CC
              Recovery Rating                      3
            Senior Unsecured                       C
              Recovery Rating                      6


LIBBEY GLASS: Weak Performance Cues Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded Libbey Glass Inc.'s ratings,
including its corporate family and probability of default ratings
to Caa1 from B3, and the rating on its second lien senior secured
notes to Caa1 from B3.  Libbey's SGL-3 speculative grade liquidity
rating was unchanged.  The ratings outlook is negative.  These
actions conclude the review for possible downgrade that was
initiated on February 13, 2009.

The downgrade reflects Libbey Glass' weak operating performance
and credit metrics stemming from the difficult macroeconomic
environment and the company's sizeable debt load and interest
burden.  The company's debt service capacity has diminished
significantly due to the increased pressure on EBITDA.  While
acknowledging some improvement in first quarter cash flow and debt
levels, Moody's expects economic challenges to persist through
2009, resulting in only modest improvement in performance and
metrics during the year.  For the latest twelve months ended
March 31, 2009, the company's Debt/EBITDA exceeded 8.0x while
interest coverage remained well below 1.0x.

Near term liquidity appears adequate, as reflected in the SGL-3
speculative grade liquidity rating, supported by the expectation
that planned cash flow improvement, moderate cash balances, and
availability under its asset-based revolver should be sufficient
to cover cash flow needs over the next twelve months.  However,
longer term concern exists, especially if earnings and cash flow
do not materially improve.  Interest on the company's pay-in-kind
notes turns cash pay in June 2009 (with the first cash payment due
in December 2009), and its ABL revolving credit facility matures
in December 2010.

The negative ratings outlook reflects Moody's concern that should
Libbey Glass' operating performance or liquidity not improve over
the next twelve to eighteen months, the risk of restructuring its
capital structure in some form could increase.  Thus, the
company's ratings could face downward pressure from further
erosion in its financial condition or liquidity, leading to weaker
debt holder protections, or rising default probability.

These ratings were downgraded:

  -- Corporate family rating to Caa1 from B3;

  -- Probability of default rating to Caa1 from B3:

  -- Second lien senior secured notes due 2012 to Caa1 (LGD4, 58%)
     from B3 (LGD4, 55%).

This rating was unchanged:

  -- Speculative Grade Liquidity Rating at SGL-3

Moody's previous rating action on Libbey Glass was on February 13,
2009, when the company's corporate family rating was downgraded to
B3 and placed on review for possible further downgrade.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in the Western Hemisphere, and one
of the largest manufacturers of glass tableware in the world.
Revenue for the twelve months ending March 31, 2009, exceeded
$780 million.  The Company serves foodservice, retail, industrial,
and business-to-business customers in over 100 countries.  It is
the operating subsidiary of Libbey Inc.


LIMITED BRANDS: Fitch Assigns 'BB' Rating on $500 Mil. Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Limited Brands, Inc.'s
(Limited) $500 million senior unsecured guaranteed notes due 2019.
The notes will be guaranteed on an unsecured basis by each of the
subsidiaries that guarantee the senior credit facility and term
loan.  The proceeds of the offering will be used to repay existing
debt and for general corporate purposes.  The company's decision
to pay down either the secured $750 million term loan due 2012 or
unsecured debt with the use of proceeds could have an impact on
future ratings.

Fitch has also affirmed Limited's existing ratings:

  -- Long-term Issuer Default Rating (IDR) at 'BB+';
  -- Bank credit facility at 'BB+';
  -- Term loan at 'BB+';
  -- Senior unsecured notes at 'BB';
  -- Short-term IDR at 'B';
  -- Commercial Paper at 'B'.

The Rating Outlook is Negative.

The ratings reflect Limited's strong market positions in intimate
apparel and personal care and beauty products, solid cash flow
generation and strong liquidity.  This is balanced by Limited's
weaker operating performance and credit metrics given the current
challenging operating environment, increasingly competitive
landscape and track record of shareholder-friendly activities.
The Negative Outlook reflects the potential for prolonged weakness
in same store sales that would negatively impact operating margins
and weaken credit metrics as well as management's discipline with
regards to share repurchases.

Limited is a leading intimate apparel retailer under the brands
Victoria's Secret and La Senza with 1,358 stores as of May 2,
2009.  In addition, Victoria's Secret Beauty and Bath & Body
Works, with 1,638 stores, represent the fifth largest beauty and
personal care company in North America in terms of sales.  The
company's focus on better working capital management has helped
generate positive free cash flow of $360 million in the last
twelve months ending May 2, 2009.  The company's strong liquidity
position is supported by $936 million of cash as of May 2, 2009
and full availability under its $1 billion credit facility, which
will provide financial flexibility to the company.

Nonetheless, Limited's credit metrics have weakened given the
current challenging operating environment, which has pressured
revenues and operating EBIT.  For the LTM period, Limited's
leverage ratio (adjusted debt/EBITDAR) increased to 4.5 times (x)
from 4.1x in 2007 while EBITDAR coverage of interest and rent
expense decreased to 2.2x from 2.5x over the same period.  Fitch
expects 2009 leverage and coverage ratios to weaken further as
operating profit is expected to decline given lower revenues and
pressure on operating margins.  In addition, the competitive
landscape is intense as Limited competes with many different types
of retailers including individual and chain specialty stores,
department stores, discount retailers as well as e-commerce and
catalogue businesses.

Limited has a track record of shareholder-friendly activities as
excess cash flow has been directed to share repurchases
historically.  Currently, share repurchases have been halted as a
result of the limitation on restricted payments in the credit
facility covenants.  However, Fitch expects this trend will resume
once profitability improves.


LINCOLN NAT'L: Fitch Keeps Low-B Ratings on Three Notes
-------------------------------------------------------
Following the company's announcement of an asset sale and several
capital raising initiatives over the next several weeks, Fitch
Ratings has affirmed the ratings of Lincoln National Corp. and its
operating subsidiaries.  Fitch also has assigned a 'BBB' rating to
the company's proposed issuance of up to $500 million in new
senior unsecured notes.  The Rating Outlook remains Negative.

The capital raising initiatives include the issuance of
$600 million in new common equity, up to $500 million in new
senior unsecured debt, and approximately $950 million in new
preferred stock issued under the U.S. Treasury's Capital Purchase
Program. While LNC continues to face considerable challenges,
primarily related to the impact capital market turmoil has had on
the company's capital position and operating performance, Fitch
takes a positive view on initiatives management has taken thus far
to bolster capital and adjust to the current uncertain operating
environment.

In addition, LNC announced yesterday that it has signed a
definitive agreement to sell its Gloucester, England-based life
insurance and retirement product operations (Lincoln UK) to SLF of
Canada UK Limited, a subsidiary of Sun Life Assurance Company of
Canada, for expected net proceeds of between $280 million and
$300 million.  Assuming regulatory approval, the transaction is
expected to close near Sept. 30, 2009.  Currently, LNC does not
carry any goodwill associated with its UK operations on its
balance sheet.  However, the company is expected to record a GAAP
loss on the transaction of between $170 million and $190 million.

Fitch believes that CPP eligibility enhances near-term financial
flexibility in a period of challenging capital markets access, and
could ultimately help stabilize ratings.  While Fitch believes
that LNC will buttress capital through its use of CPP and other
recently announced initiatives, Fitch expects the effect of the
ongoing recession and capital market turmoil to continue to
pressure LNC and its peers, and the company's ratings are being
affirmed at their current levels to reflect these ongoing risks.

Fitch downgraded LNC's deferrable capital securities to 'BB+' on
April 16, 2009, reflecting an increasing likelihood that LNC would
trigger the alternative coupon satisfaction mechanism associated
with these securities due in part to a goodwill write-down the
company was expected to record in the first quarter of 2009.
Assuming LNC is successful in its recently announced capital
raising initiatives, the potential for triggering the ACSM will
become significantly more remote.  However, Fitch believes the
receipt of deferrable government capital increases the risk of
deferral for all deferrable securities in LNC's capital structure.
Therefore, Fitch is maintaining the additional notching between
LNC's senior unsecured debt and hybrid securities to reflect this
risk.

The Negative Outlook on the LNC's ratings reflects Fitch's view
that near-term adverse financial market and recessionary economic
conditions will likely continue for an extended period.  As a
result, Fitch believes LNC could experience higher-than-expected
volatility in financial results and capital.

Fitch's ratings on LNC are supported by the company's longstanding
strong competitive position in the life insurance and annuity
market, strong and diverse distribution network, strong management
team and historically solid operating performance.  These
positives are tempered somewhat by the current weak economic and
capital market conditions, as well as challenges LNC faces with
respect to strong competition in the life insurance and asset
accumulation sectors, particularly in the affluent market segment
that LNC has targeted, and the degree to which the company's
earnings continue to be leveraged to the equity markets.

Lincoln National Corp., headquartered in Radnor, Pennsylvania,
markets a broad range of insurance and asset accumulation products
and financial advisory services primarily to the affluent market
segment.  On March 31, 2009, the company reported consolidated
assets of $157.4 billion and common equity of $7.3 billion.

Fitch assigns a rating of 'BBB' to this issuance with a Negative
Outlook:

  -- up to $500 million in senior unsecured notes.

Fitch affirms these ratings:

Lincoln National Corporation

  -- Issuer Default Rating at 'BBB+';

  -- Short-term IDR at 'F-2';

  -- Commercial paper at 'F-2';

  -- Floating-rate senior notes due April 20, 2010 at 'BBB';

  -- 6.2% senior notes due Dec. 15, 2011 at 'BBB';

  -- 5.65% senior notes due Aug. 27, 2012 at 'BBB';

  -- 4.75% senior notes due Jan. 27, 2014, at 'BBB';

  -- 4.75% senior notes due Feb. 15, 2014 at 'BBB';

  -- 7% senior notes due March 15, 2018 at 'BBB';

  -- 6.15% senior notes due April 7, 2036 at 'BBB';

  -- 6.3% senior notes due Oct. 9, 2037 at 'BBB';

  -- 6.75% junior subordinated debentures due April 20, 2066 at
     'BB+';

  -- 7% junior subordinated debentures due May 17, 2066 at 'BB+';

  -- 6.05% junior subordinated debentures due April 20, 2067 at
     'BB+'.

Lincoln National Capital VI

  -- Trust preferred securities at 'BB+'.

Lincoln National Life Insurance Company

  -- Insurer Financial Strength at 'A+'.

Lincoln Life & Annuity Company of New York

  -- IFS at 'A+'.

First Penn-Pacific Life Insurance Company

  -- IFS at 'A+'.

The Outlook for all the ratings is Negative.


LINENS 'N THINGS: Court Confirms Modified Third Amended Plan
------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has confirmed Linens 'n Things Inc.'s
modified third amended plan of reorganization, which was filed
with the Court on June 12, 2009.

Pursuant to the third amended plan, holders of Class 2 Senior Note
Claims, with allowed claims of approximately $699 million, will
receive their pro rata share of the proceeds from the sale of
their collateral.  Holders of Allowed General Unsecured Claims,
with allowed claims of approximately $900 million, will receive
their Pro Rata share of: (a) 50% of all all proceeds of
Liquidating Trust Assets, net of Litigation Trust Shared Expenses,
in excess of the Initial Litigation Recovery Amount, (b) net of
Liquidating Trust Unshared Expenses.

Equity Interests will neither receive nor retain any property
under the Plan.

On and after the Plan's Effective Date, the Reorganized Debtors
will continue to liquidate the Remaining Senior Noteholders'
Collateral and distribute the net proceeds thereof to the holders
of Allowed Senior Notes Claims in accordance with the terms of the
Plan.

Linens 'N Things' Third Amended Joint Plan provides for the
creation of a liquidating trust and the rejection of any remaining
executory contracts and unexpired leases.  The confirmation order
vests the trustee of the liquidating trust to settle trust claims
and avoidance actions of less than $1 million without further
court approval.  The settlement of causes of action of more than
$1 million, however, will continue to require court approval.

Pursuant to the confirmation order, the Third Amended Joint Plan
is required to become effective by August 30, 2009.  The Debtors
may seek an extension of that date if the Creditors Committee and
the Senior Noteholders' Committee consent to the request.

  Summary Classification and Treatment of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtors into five classes:

Class           Claim               Status       Voting Rights
  -----  ------------------------   ----------   ----------------
  1     Other Secured Claims       Unimpaired    Deemed to Accept
  2     Senior Notes Claims        Impaired      Entitled to Vote
  3     General Unsecured Claims   Impaired      Entitled to Vote
  4     Equity Interests           Impaired      Deemed to Reject
  5     Intercompany Claims        Impaired      Deemed to Accept

A copy of the modified 3rd Amended Plan of Reorganization is
available at http://bankrupt.com/misc/Linens.3rdAmendedPlan.pdf

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.


LUMINENT MORTGAGE: Court Sets June 18 Plan Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
scheduled a confirmation hearing for June 18, 2009, at 10:30 a.m.
to consider approval of the disclosure statement with respect to
Lumninent Mortgage Capital, Inc.'s 2nd Amended Joint Plan of
Reorganization, dated as of May 14, 2009.

As reported in the Troubled Company Reporter on June 2, 2009, the
Plan provides for:

  -- The consummation of the transactions contemplated by the
     ACC Settlement on the Effective Date of the Plan, the
     proceeds of which will be used to make a number of the
     payments contemplated by the Plan;

  -- The conversion of Debtor Luminent Mortgage Capital, Inc.,
     from a publicly traded real estate investment trust into a
     private asset management company and the issuance of the
     Reorganized Equity Units and the Reorganized Preferred
     Equity Units to certain classes of Creditors;

  -- The payment in full of all Allowed Other Secured Claims;

  -- The payment in full of all Allowed Priority Non-Tax Claims;

  -- The payment in full of all Allowed Unclassified Claims;

  -- The distribution of the Reorganized Equity Units, the
     Convenience Class Fund, the Unsecured Distribution Fund,
     the Unsecured Distribution Fund, and the Subsequent
     Unsecured Distribution Amount; and

  -- The cancellation of all outstanding Interests in the
     Debtors.

Pursuant to the Plan, the Secured Claims of ACC Parties under
Class 2 will receive 46% of the Reorganized Equity Units and other
consideration as is provided under the terms of the ACC Settlement
and the Plan.

General Unsecured Claims under Class 4(a) will receive their
ratable portion of (i) the Unsecured Distribution Fund, (ii) their
ratable portion of the Subsequent Distribution Amount and (iii)
29% of the Reorganized Equity Units.

Subordinated TRUPS claims will receive their ratable portion of
(A)(i) the Unsecured Distribution Fund, (ii) their ratable
portionof the Subsequent Distribution Amount and (iii) 29% of the
Reorganized Equity Units, and (B) 5% of the Reorganized Equity
Units.

Interests will not receive any property under the Plan and are
deemed to have voted to reject the Plan.  Allowed Interests will
be cancelled on the Plan's Effective Date.

                           Estimated      Estimated
  Class                  Allowed Claims   Recovery    Treatment
  -----                  --------------   ---------   ---------
  1  Priority Non-Tax
     Claims                        $0      100%     Unimpaired

  2  Secured Claims of
     ACC Parties          $28,883,346        0%     Impaired

  3  Other Secured
     Claims                        $0      100%     Unimpaired

4(a) General
     Unsecured Claims     $93,000,000     3.23%     Impaired

4(b) General
     Unsecured Opt-Out
     Claims                        $0*       0%*    Impaired

5(a) Convenience Class
     Claims                $2,300,000     4.34%     Impaired

5(b) Convenience
     Opt-Out Claims                $0**      0%**   Impaired

6(a) Subordinated TRUPS
     Claims               $92,788,000        0%     Impaired

6(b) Subordinated TRUPS
     Opt-Out Claims                $0***     0%***  Impaired

  7  Interests                    N/A        0%     Impaired

  * Assumes all Creditors in Class 4 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the Unsecured Distribution Fund under Class 4(a) of the
    Plan.

** Assumes all Creditors in Class 5 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the Convenience Class Fund under Class 5(a) of the Plan.

*** Assumes all Creditors in Class 6 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the 5% of the Reorganized Equity Units allocable under
    Class 6(a) of the Plan.

Only holders of claims in Classes 2, 4(a), 5(a) and 6(a) are
eligible to vote.  Allowed Class 7 Interests will not receive any
property under the Plan and are deemed to have voted to reject the
Plan.

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the
non-acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan is available at:

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

A full-text copy of Debtors' Second Amended Joint Plan of
Reorganization is available at:

      http://bankrupt.com/misc/luminent.2ndAmendedPlan.pdf

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.


MAGNA ENTERTAINMENT: Updated Case Summary & 50 Unsecured Creditors
------------------------------------------------------------------
Debtor: Magna Entertainment Corp.
        1209 Orange Street
        Wilmington, DE 19801

Bankruptcy Case No.: 09-10720

Debtor-affiliate filing separate Chapter 11 petition on June 16,
2009:

        Entity                                     Case No.
        ------                                     --------
MEC Pennsylvania Racing Services, Inc.             09-12091

Debtor-affiliates filing separate Chapter 11 petitions on March 5,
2009:

        Entity                                     Case No.
        ------                                     --------
The Santa Anita Companies, Inc.                    09-10724
Southern Maryland Agricultural Association         09-10725
Los Angeles Turf Club, Incorporated                09-10726
MEC Land Holdings (California) Inc.                09-10727
Pacific Racing Association                         09-10728
MEC Maryland Investments, Inc.                     09-10729
Gulfstream Park Racing Association Inc.            09-10730
MEC Dixon, Inc.                                    09-10731
30000 Maryland Investments LLC                     09-10732
Laurel Racing Assoc., Inc.                         09-10733
GRPA Commercial Enterprises Inc.                   09-10734
GPRA Thoroughbred Training Center, Inc.            09-10735
Pimlico Racing Association, Inc.                   09-10736
MEC Holdings (USA) Inc.                            09-10737
Remington Park, Inc.                               09-10738
Prince George's Racing, Inc.                       09-10739
Sunshine Meadows Racing, Inc.                      09-10740
Thistledown, Inc.                                  09-10741
Southern Maryland Racing, Inc.                     09-10742
The Maryland Jockey Club of Baltimore City, Inc.   09-10743
Maryland Jockey Club, Inc.                         09-10744
AmTote International, Inc.                         09-10745
Laurel Racing Association Limited Partnership      09-10746
Lambertson Truex, LLC                              09-10747

Type of Business: Magna Entertainment is North America's largest
                  owner and operator of horse racetracks, based on
                  revenue.  The Debtors develop, own and
                  operate horse racetracks and related pari-
                  mutuel wagering operations, including off-track
                  betting facilities.  The Debtors also develop,
                  own and operate casinos in conjunction with
                  their racetracks where permitted by law.

                  The Debtors own and operate AmTote
                  International, Inc., a provider of totalisator
                  services to the pari-mutuel industry,
                  XpressBet(R), a national Internet and telephone
                  account wagering system, as well as
                  MagnaBet(TM) internationally.  Pursuant to
                  joint ventures, MEC has a fifty percent
                  interest in HorseRacing TV(R), a 24-hour horse
                  racing television network, and TrackNet Media
                  Group LLC, a content management company formed
                  for distribution of the full breadth of MEC's
                  horse racing content.

                  See: http://www.magnaent.com/

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Marcia L. Goldstein, Esq.
                  Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Fax: (212) 310-8007
                  http://www.weil.com

Debtors'
Local Counsel: L. Katherine Good, Esq.
               good@rlf.com
               Mark D. Collins, Esq.
               collins@RLF.com
               Richards, Layton & Finger, P.A.
               920 North King Street
               Wilmington, DE 19801
               Fax: (302) 651-7701

Debtors'
Financial Advisor: Miller Buckfire & Co. LLC
                   153 East 53rd Street, 22nd Floor
                   New York, NY 10022
                   Fax: (212) 895-1853
                   http://www.millerbuckfire.com/

Debtors'
Claims Agent: Kurtzman Carson Consultants LLC
              1230 Avenue of the Americas, 7th Floor
              New York, NY 10020
              http://www.kccllc.com/

The Debtors' financial condition as of December 31, 2008:

Total Assets: $1,049,387,000

Total Debts: $958,591,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York, as       8.55% Notes       $127,345,313
Trustee
101 Barclay Street - 21st
Floor
Attn: Global Finance Unit
New York, NY 10286

The Bank of New York, as       7.25% Notes       $76,193,229
Trustee
101 Barclay Street - 21st
Attn: Global Finance Unit
New York, NY 10286

Maryland Thoroughbred          Trade             $3,820,500
Horsemen's
Wayne Wright Association
Inc
6314 Windsor Mill Road
Baltimore, MD 21207
Tel: (41...

Aon Reed Stenhouse Inc.        Insurance         $3,682,756
20 Bay Street
Toronto, ON M5J 2N9
Tel: (416) 8685500

Florida Thoroughbred Breeders  Horsemen          $2,157,327
Owners Association
801 SW 60th Avenue
Ocala, FL 34474
Tel: (305) 6339779

Zurich North America           Letter of         $1,937,472
8734 Paysphere Circle          credit
Chicago, IL 60674

RGS/St. Kitts                  Settlement        $1,763,952
Rob Terry
c/o Red Rock Administrative
Services, Settlement Agent
9275 West Flamingo Road
Suite 120
Las Vegas, NV 89147
Tel: (70...

Northern California Off        PRA Trade         $1,662,231
Track Wagering Inc.            payable
Patrice Van Dussen
7950 Dublin Blvd, Suite 214
Dublin, CA 94568
Tel: (92...

Treasurer. Stateof California  Settlement        $1,374,051
Horse Racing Board Statutory
1010 Hurley Way, Ste #300
Sacramento, CA 95825

Southern California Off-Track   Settlement       $1,194,623
Wagering Inc
Craig Crampton
4961 Katella Avenue
Los Alamitos, CA 90720-2799
Tel: (71...

Magna International Inc.        Transactions     $845,892
337 Magna Drive
Aurora, ON L4G 7Kl

New York Racing Association,    Settlement       $830,175
Inc.
Roberto Molina
108th & Rockaway Blvd.
PO Box 169
Ozone Park, NY 11417
Tel: (718) 659-2219

McCasey Group                   Transactions     $756,217
455 Magna Drive
Aurora, ON L4G 7A9

Elite Turf Club 2               Settlement       $695,411
James Mikowski
c/o Las Vegas Dissemination
Settlement Agent
3555 W. Reno Avenue, Suite 3555
Las Vegas, NV 89118
Tel: (702) 739-8781

Oklahoma Tax Commission         Gamin Tax        $669,114
PO Box 26930
Oklahoma City, OK 73126-0930
Tel: (405) 521-3160

The Leffler Agency              Trade            $637,487
2607 North Charles Street
Baltimore, MD 21218
Tel: (301) 235-5661

RedRock Administrative          Trade            $617,561
Services, LLC
9275 W. Flamingo Road
Suite #120
Las Vegas, NY 89147
Tel: (954) 920-6010

Royal River Racing              Settlement       $605,791
c/o Lewiston Raceway,
Settlement Agent
4 Mollison Way
Lewiston, ME 04240
Tel: (207) 783-4910 x616

Aristocrat Technologies, Inc.   Slot Machine     $551,153
Dept. 9540                      Purchases
Los Angeles, CA 90084-9540
Tel: (702) 270-1299

Jerry Holledorfer or            Horsemen         $550,252
George Todaro
1432 Sandpiper Spit
Point Richmond, CA 94801
Tel: (510) 526-4104

L0s Angeles County Tax          Settlement       $442,281
Collector

Las Vegas Dissemination         Settlement       $430,036

Juddmonte Farms                 Horsemen         $424,961

Southern Service Corporation    Trade            $377,728

Aladema County Tax              Property Tax     $367,691

Ranger Construction-South       Trade            $364,289

California Thoroughbred         Settlement       $336,275

Leonard Powel                   Horsemen         $329,411

Jerry Hollendorfer              Horsemen         $307,846

Gulf Greyhound                  Settlement       $290,675

New York Racing Assn, Inc.      Settlement       $288,285

Harrah's Louisiana Downs        Settlement       $274,900

Oklahoma County Treasurer       Property Tax     $273,574

Aware Digital, Inc.             Trade            $270,000

Maryland Horse Breeders         Trade            $269,800
Association, Inc.

Max International               Trade            $250,416

OK Breeding Development         Horsemen         $246,969

Fairgrounds Race Course         Settlement       $220,591

Bob Baffert                     Horsemen         $204,617

Cecil N, Peacock                Horsemen         $200,547

CRCono, LLC                     Horsemen         $197,723

Churchill Downs, Inc.           Settlement       $195,098

Maryland Racing Commission      Taxes            $193,914

Roberts Communications          Phone utility    $188,005

Las Vegas Dissemination         Settlement       $185,260

Tampa Bay Downs Inc.            Settlement       $185,081

B. Wayne Hughes                 Horsemen         $184,882

Richard J. O'Neill Trust        Horsemen         $170,516

Florida Power & Light Co.       Electric         $168,000

Lathrop G. Hoffman              Horsemen         $166,788

The petition was signed by William G. Ford, general counsel and
secretary.


MAGNACHIP SEMICONDUCTOR: Has Prenegotiated Chapter 11 Plan
----------------------------------------------------------
MagnaChip Semiconductor LLC and its affiliates filed together with
its bankruptcy petition a reorganization plan designed to sell the
business for $80 million to a Korean limited partnership named KTB
207 Private Equity Fund, Bill Rochelle at Bloomberg reports.

The report relates that the first lien-lenders have agreed to the
sale as part of a Chapter 11 plan in which they will receive the
net proceeds while second-lien and unsecured creditors would split
up $1 million in cash, if they vote in favor of the plan.  The
distribution that would otherwise go to subordinated debt holders
will be earmarked for the second-lien creditors.

MagnaChip's debt, Mr. Rochelle notes, includes $95 million on
first-lien debt, $500 million owed to second-lien creditors, $250
million on subordinated notes and some $4 million to trade
suppliers and other unsecured creditors.

The plan is to be filed not later than June 29.

According to the report, Citigroup Venture Capital Equity Partners
LP was part of the investor group that acquired MagnaChip in 2004
from Hynix Semiconductor Inc.  MagnaChip Chief Financial Officer
Margaret Sakai said in a court filing that the fall into
bankruptcy was precipitated by a loss of research talent after the
acquisition and "steep declines" in revenue during 2008 as a
result of "contracting customer demand."

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of $1.04
billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge
Peter J. Walsh handles the case.  James E. O'Neill, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MAGNACHIP SEMICONDUCTOR: May Use Cash Collateral Until July 8
-------------------------------------------------------------
MagnaChip Semiconductor LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the District of Delaware to use
cash collateral until a final hearing July 8.  MagnaChip owes $95
million to first-lien lenders, $500 million to second-lien
creditors, and $250 million to holders of subordinated notes.

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of $1.04
billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge:
Peter J. Walsh handles the case. James E. O'Neill, Esq., and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MARK IV INDUSTRIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Mark IV Industries, Inc. and its debtor-affiliates filed with the
the U.S. Bankruptcy Court for the Southern District of New York
its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $986,228,732
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                                             $986,228,732

A full-text copy of Lucky Chase's schedules of assets and debts is
available at http://bankrupt.com/misc/Markiv_sal.pdf

                     About Mark IV Industries

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

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

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


MARK IV INDUSTRIES: Secured Lenders to Own 92% of Newco Under Plan
------------------------------------------------------------------
Mark IV Industries Inc. and its affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York a proposed
Plan of Reorganization and accompanying Disclosure Statement on
June 17, 2009.

Mark IV seeks to emerge from chapter 11 as a privately held
company.  Pursuant to the Plan, the lenders under Mark IV's
prepetition $865 million first lien credit facility would receive
92% of the equity in the reorganized Mark IV.  General unsecured
creditors would get the remaining 8% of the new common stock.  The
Plan classifies all claims of Mark IV's second lien lenders as
general unsecured claims.  Holders of equity interests in Mark IV
are out of the money.

According to the Plan, the new common stock issued to the lenders
and the unsecured creditors would be subject to dilution from the
exercise of options and grants of restricted stock to employees
pursuant to a new Management Equity Incentive Plan.  The Plan
documents do not indicate the percentage of equity that may be
issued pursuant to the proposed incentive plan.

A full-text copy of Mark IV's plan of reorganization filed
June 17, 2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVPlan.PDF

A full-text copy of Mark IV's disclosure statement filed June 17,
2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVDS.PDF

                     About Mark IV Industries

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

Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on
April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Judge
Stuart M. Bernstein presides over the case.  Jay M. Goffman, Esq.,
J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel.
David Orlofsky, Managing Director; Tadd Crane, Director; Jose
Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring
Advisors.  David Hilty and Saul Burian, Managing Directors at
Houlihan Lokey, serve as Investment Bankers and Financial
Advisors.  Sitrick and Company acts as Public Relations Advisor.
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP
represents JPMorgan Chase Bank, N.A., the First Lien Agent and the
DIP Agent.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the Creditors' Committee.

The Debtors disclosed $100 million to $500 million in estimated
assets and more than $1 billion in debts when they filed for
bankruptcy.


MARY LUDENA: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mary Ludena
        19801 Meadow Ridge Dr. #47
        Trabuco Canyon, CA 92679

Bankruptcy Case No.: 09-15877

Chapter 11 Petition Date: June 16, 2009

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

Judge: Robert N. Kwan

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: $1,197,220

Total Debts: $2,258,530

A full-text copy of Ms. Ludena's petition, including a list of her
14 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-15877.pdf

The petition was signed by Ms. Ludena.


MGM MIRAGE: Gets Requisite Consents for $750MM Secured Notes
------------------------------------------------------------
MGM MIRAGE disclosed on Tuesday the expiration of, and receipt of
requisite consents in, its consent solicitation with respect to an
amendment to the indenture governing its 13% Senior Secured Notes
due 2013 ($750 million aggregate principal amount; CUSIP Nos.
552953 BD2 and U5928T AH4).  The amendment provides that the non-
collateral asset sale covenant does not apply to the previously
announced sale of Treasure Island.  In addition, the amendment
conforms the non-collateral asset sale covenant with the
corresponding covenant in the indenture dated May 19, 2009, which
governs the Company's 10.375% Senior Secured Notes due 2014 and
11.125% Senior Secured Notes due 2017.

On June 15, 2009, following the expiration of the consent
solicitation and the receipt of the requisite consents for the
adoption of the amendment, the Company, its subsidiary guarantors,
and the trustee for the Notes executed and delivered the
supplemental indenture, dated June 15, 2009, giving effect to the
amendment.  The Company will settle today the consent payment with
respect to Notes for which consents have been delivered and
accepted in the consent solicitation.

Persons with questions regarding the consent solicitation should
contact the solicitation agent, Banc of America Securities LLC, at
(888) 292-0070, or the information and tabulation agent, Global
Bondholder Services Corporation, at (866) 470-4200 or (212) 430-
3774.

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


MICHAEL CALDARON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Michael Robert Caldaron
               Judith Henderson Caldaron
               82 Sunlight Drive
               Carbondale, CO 81623

Bankruptcy Case No.: 09-21686

Chapter 11 Petition Date: June 16, 2009

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

Judge: Howard R. Tallman

Debtors' Counsel: Phillip Jones, Esq.
                  200 N. 6th St.
                  PO Box 338
                  Grand Junction, CO 81502
                  Tel: (970) 242-6262
                  Email: pjones@wth-law.com

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

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

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

      http://bankrupt.com/misc/cob09-21686.pdf

The petition was signed by the Joint Debtors.


MOMENTIVE PERFORMANCE: Issues $200MM of 12-1/2% Notes Due 2014
--------------------------------------------------------------
Momentive Performance Materials Inc. on June 15, 2009, issued
$200,000,000 aggregate principal amount of 12-1/2% Second-Lien
Senior Secured Notes due 2014, which mature on June 15, 2014,
pursuant to an indenture, dated as of June 15, 2009, among the
Company, the guarantors, and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral trustee.  The notes were
issued in transactions exempt from registration under the
Securities Act of 1933.

The Company will pay interest on the notes at a rate of 12-1/2%
per annum, payable semiannually on June 15 and December 15 of each
year, commencing on December 15, 2009, to holders of record at the
close of business on June 1 and December 1 of each year.

The Company may redeem the notes, in whole or in part, prior to
December 15, 2011 at 100% of their principal amount, together with
any accrued and unpaid interest, plus a "make-whole" premium.  The
Company may redeem the notes, in whole or part, at any time on or
after December 15, 2011, at the redemption prices set forth in the
Indenture.  At any time and from time to time on or prior to
December 15, 2011, the Company may redeem in the aggregate up to
35% of the notes using the net cash proceeds of certain equity
offerings, at a redemption price equal to 112.5% of the principal
amount thereof, plus accrued and unpaid interest to the redemption
date, provided that, among other things, at least 65% in aggregate
principal amount of the notes remain outstanding.  In addition,
upon the occurrence of certain change of control transactions with
respect to the Company, each holder will have the right to require
the Company to repurchase all or any part of such holder's notes
at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest.

The Indenture contains covenants that limit the Company's (and its
restricted subsidiaries') ability to, among other things: (i)
incur or guarantee additional indebtedness or issue preferred
stock; (ii) pay dividends or make distributions to our
stockholders; (iii) repurchase or redeem capital stock or
subordinated indebtedness; (iv) make investments or acquisitions;
(v) incur restrictions on the ability of certain of our
subsidiaries to pay dividends or to make other payments to us;
(vi) enter into transactions with our affiliates; (vii) grant
liens on assets; (viii) merge or consolidate with other companies
or transfer all or substantially all of our assets; and (ix)
transfer or sell assets. These covenants are subject to a number
of important limitations and exceptions. The Indenture also
provides for events of default, which, if any of them occurs,
would permit or require the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding
notes to be due and payable immediately.

The indebtedness evidenced by the notes and the guarantees is
senior secured indebtedness of the Company and Guarantors,
respectively.  Pursuant to the Collateral Agreement, dated as of
June 15, 2009, among the Company, the Guarantors and the
Collateral Trustee and certain other mortgages and security
documents, the notes and the guarantees thereof are secured by
substantially all of the assets of the Company and the Guarantors
which secure the Company's and the Guarantors' obligations under
the Company's senior secured credit facilities.  Pursuant to the
Intercreditor Agreement, dated as of June 15, 2009, among JPMorgan
Chase Bank, N.A., as first priority representative, the Collateral
Trustee, as second priority representative, the Company and the
Guarantors, the liens securing the notes and the guarantees
thereof are junior and subordinated to the liens securing the
Company's senior secured credit facilities with respect to all
Collateral.

              JPMorgan Registration Rights Agreement

In connection with the issuance of the notes, the Company and the
Guarantors entered into a registration rights agreement on June 15
with J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., UBS
Securities LLC and UBS Limited, as dealer managers, relating to,
among other things, an exchange offer for the notes and the
related guarantees.

Subject to the terms of the Registration Rights Agreement, the
Company and the Guarantors will use their commercially reasonable
efforts to register with the SEC notes having substantially
identical terms as the notes as part of an offer to exchange
freely tradable exchange notes for the notes not later than 366
days after the date of the initial issuance of the notes.
However, the Company and the Guarantors will not be required to
consummate any exchange offer or file or make effective such
registration if, prior to the exchange date, the notes -- other
than those held by or on behalf of affiliates of the Company --
have become freely tradeable and the restrictive legends on the
notes have been removed.

If the Company fails to satisfy its registration obligations under
the Registration Rights Agreement, including, if required, its
obligation to have an effective shelf registration statement for
the notes, the annual interest rate on the notes will increase by
0.25%.  The annual interest rate on the notes will increase by
0.25% for each subsequent 90-day period during which the
registration default continues, up to a maximum additional
interest rate of 1.0% per year over the applicable interest rate.
If the registration default is corrected, the applicable interest
rate of the notes will revert to the original level.

                    About Momentive Performance

Momentive Performance Materials Inc. is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of December 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of March 29, 2009, Momentive had $3.42 billion in total assets
on $4.08 billion in total liabilities, resulting in $662.8 billion
in stockholders' deficit.

                           *     *     *

The Troubled Company Reporter said on June 17, 2009, that Standard
& Poor's Ratings Services lowered its corporate credit rating on
Momentive Performance Materials 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.

Moody's Investors Service also deemed the recently concluded notes
exchange offer which included issuance of secured second lien
notes to be a distressed exchange, and lowered the Probability of
Default Rating of Momentive Performance Materials to Ca/LD from
Caa3.  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.  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.


MORTON INDUSTRIAL: Wins Court OK to Sell Biz for $33MM
------------------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. Bankruptcy Court
for the district of Delaware has granted Morton Industrial Group
Inc. approval to sell its business for $33 million.  MIG
Acquisition Corp, the stalking-horse bidder, was under contract to
purchase the assets for $33 million, absent higher and better
bids.  No competing bids were submitted at auction.  Morton
Industrial has five plants that generated $208 million in sales
during 2008.

Headquartered in Morton, Illinois, Morton Industrial Group Inc. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

Morton Industrial and its affiliates, including MMC Precision
Holdings Corp., filed for Chapter 11 protection on March 22, 2009,
(Bankr. D. Del. Lead Case No.: 09-10998) Paul, Hastings, Janofsky
& Walker LLP represents the Debtors in their restructuring
efforts.  The Debtors propose to hire Paul N. Heath, Esq., at
Richards, Layton & Finger PA as co-counsel, AlixPartners, LLP as
restructuring advisors, Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.  Roberta A. DeAngelis, United States
Trustee for Region 3, appointed three members to serve on the
Official Committee of Unsecured Creditors of Morton Industrial
Group Inc. and its debtor-affiliates.  The Debtors listed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


NANOGEN INC: Court Approves Auction of Assets on June 23
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware for
authorized Nanogen, Inc., and its debtor-affiliates to auction
assets on June 23, 2009, at 10:00 a.m. at the offices of Morgan,
Lewis, & Bockius LLP, 101 Park Avenue, New York City.

A hearing to approve the proposed sale of the assets will be
conducted on June 24, 2009, at 4:00 p.m.(Eastern Time)
Objections, if any are due today, June 19, 2009, at 4:00 p.m.

The Court also approved the bid procedures for the sale of: (i)
Molecular Diagnostics Business; (ii) Point of Care Business; and
(iii) Additional IP Assets.

The Debtors entered into a purchase agreement with Financiere
Elitech SAS, pursuant to which Elitech agreed to acquire the
assets for $25.6 million.

In order to make a single bid on the Debtors' assets, Elitech
entered into an agreement with The Bay City Capital Fund V, L.P.
to finance a portion of the purchase and to receive immediately
subsequent to the sale title to and license to use certain of the
Purchased assets well as assignment of certain contracts.

The Court overruled the objections to the Debtors' motion to sell
assets including those filed by Pharmacogenetics Diagnostic
Laboratory, LLC, Dr. Roland Valdes, Dr. Mark Linder, MetCyte
Business Lab LLC and Roberta De Angelis, the acting U.S. Trustee
for Region 3.

A full-text copy of the purchase agreement is available for free
at http://bankrupt.com/misc/nanogen_purchaseagreement.pdf

For more information on the auction, contact:

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

                        About Nanogen, Inc.

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

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


NAVISTAR INT'L: Hikes Equity Stake in Joint Ventures With Ford
--------------------------------------------------------------
Navistar International Corporation and Ford Motor Company in
January 2009 reached an agreement to restructure their ongoing
business relationship and settle all existing litigation between
the companies.

As part of the settlement agreement, both companies agreed to
terminate their respective lawsuits and release each other from
various actual and potential claims, including those brought in
the lawsuits.  Navistar also received a cash payment from Ford and
will increase its equity interest in its Blue Diamond Truck and
Blue Diamond Parts joint ventures with Ford to 75%.  Finally,
Navistar and Ford will end their current diesel engine supply
agreement effective December 31, 2009.

On June 9, 2009, pursuant to the provisions of the settlement
agreement, Navistar entered into a Fifth Amendment to the Blue
Diamond Joint Venture Agreement with Ford.  Navistar increased its
equity interest in BDP from 49% to 75% as well as increased its
equity interest in BDT from 51% to 75%.

The receipt of additional equity interest from Ford was among the
various components of the settlement agreement, and no additional
consideration was paid to Ford in connection with the increase in
equity interest in BDT or BDP.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.65 billion in total assets and $11.09 billion
in total liabilities as of April 30, 2009, resulting in
$1.44 billion in stockholders' deficit.

                             *   *   *

According to the Troubled Company Reporter on April 15, 2009,
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
approximately $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of January 31, 2009.

                         About Ford Motor

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

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

                          *     *     *

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

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


NORTH SHORE MUSIC: May File for Bankruptcy Protection
-----------------------------------------------------
Mary Moore at Boston Business Journal reports that North Shore
Music Theatre may file for bankruptcy protection.

"The thing we know is that we're not putting on a 2009 season.  I
think the very likely consequence of that is that we will very
quickly go out of business.  Whether it's Chapter 11 or Chapter 7
-- it's completely up in the air at the moment," Business Journal
quoted David Fellows, chairman of the North Shore Music Theatre
board, as saying.

Business Journal says that North Shore Music will cancel its 2009
season, slated to start in July, despite an aggressive campaign to
raise enough funds to keep operating.

North Shore Music has failed to raise $2 million in philanthropic
commitments to fund a new business model and launch a 2009 season.
Although more than $500,000 in pledges have been made since the
theater announced a turn-around strategy in April, officials of
the theater say that time has run out to raise the balance and
move forward with its plans.

"In the last two months we have been able to make progress toward
our fundraising goal, but sadly, this is not enough to fund a 2009
season and keep the theater open.  Without a season this year, we
are unable to address the substantial debts of our creditors and
restore the theater's economic health," Mr. Fellows said.

North Shore Music's debts include large mortgages on its property
and buildings and debts to vendors, the State of Massachusetts,
and subscribers who paid in advance for the 2009 Season.  Business
Journal relates that North Shore Music has $10 million in
liabilities, including large mortgages on its property and
buildings and debts to vendors, the State of Massachusetts, and
subscribers who paid in advance for the 2009 season.

Theater officials are in discussions with its senior creditor and
are reviewing the options available for liquidating and maximizing
the value of the theater's assets for its stakeholders, as well as
identifying potential buyers of the property who might consider a
lease back of the theater.

Mr. Fellows, according to Business Journal, said that most of
North Shore Music's 4,400 subscribers are unlikely to get their
money returned.

North Shore Music Theatre -- http://www.nsmt.org/index.php-- is
based in Beverly, Massachusetts.


NORTHSHORE ASSET: Receiver to Hold Auction of Assets on July 10
---------------------------------------------------------------
Arthur Steinberg, the court-appointed receiver for Northshore
Asset Management LLC, et al., will conduct a public auction to
sell certain assets of the Receivership Estate.  The auction will
be conducted on July 10, 2009, at 10:00 a.m. (eastern) at Kaye
Scholer LLP, 425 Park Avenue, New York, NY 10022.  The Case is
Securities and Exchange Commission v. Nortshore Asset Management,
LLC, et al., (Civil Action No. 05-CV-2192(WHP).

A detailed list of the assets is attached as Exhibit B to the Sale
Application [Docket No. 576], which was filed with the U.S.
District Court for the Southern District of New York.

A copy of the Sale Application, the Bidding Procedures and the
Court's order may be obtained from the docket or by written
request made to counsel to the Receiver addressed at:

     Kaye Scholer LLP
     Attn: Marilee Dahlman, Esq.
     425 Park Avenue
     New York, NY 10022
     Tel: (212) 836-8000
     Fax: (212) 836-6373

Headquartered in Chicago, Illinois, Northshore Asset Management
LLC provides investment management services to private equity and
hedge funds and sophisticated investors.  On Feb. 15, 2005,
Northshore, NSCT LLC and Saldutti Capital Management, LP, filed
for Chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-04950,
05-04958 and 05-04959).  On February 16, 2005, the U.S. District
Court for the Southern District of New York appointed Arthur
Steinberg as receiver.  On March 29, 2005, the Honorable Pamela S.
Hollis in Chicago ordered the transfer of the Debtors'
Chapter 11 cases to the U.S. Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 05-12797 through 05-12799),
and the U.S. District Court for the Southern District of New York
withdrew the reference of those cases from the Bankruptcy Court to
consolidate all proceedings in one forum.

Jon C. Vigano, Esq., and Patricia J. Fokuo, Esq., at Schiff Hardin
LLP; and William J. Kohn, Esq., at Benesch Friedlander Coplan &
Aronoff LLP, represented the Debtors in the Chapter 11 case.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts ranging from $10 million to
$50 million.  Arthur Steinberg, Esq., at Kaye Scholer LLP, serves
as the Receiver.  Additional information about this proceeding is
available on-line at http://www.northshoreupdate.com/


NTK HOLDINGS: Taps Blackstone and Weil Gotshal as Advisors
----------------------------------------------------------
NTK Holdings, Inc., and Nortek, Inc., are analyzing their capital
structures in light of current economic conditions and, to assist
in that process, the Blackstone Group and Weil, Gotshal & Manges
have been retained as advisors.  The advisors will be contacting
bondholders and debt holders as appropriate.

Richard L. Bready, Chairman and Chief Executive Officer, said, "In
consideration of the current economic environment, our businesses
are performing well and we remain focused on operating as
efficiently as possible and executing our strategic business
plans."

Based in Providence, Rhode Islands, NTK Holdings Inc., the parent
company of Nortek Holdings and Nortek, is a diversified global
manufacturer of innovative, branded residential and commercial
ventilation, HVAC and home technology convenience and security
products.  NTK Holdings and Nortek offer a broad array of products
including: range hoods, bath fans, indoor air quality systems,
medicine cabinets and central vacuums, heating and air
conditioning systems, and home technology offerings, including
audio, video, access control, security and other products.


OMNI LINGUAL SERVICES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Omni Lingual Services
           aka NetworkOmni Multilingual Communications
        4353 Park Terrace Drive
        Westlake Village, CA 91361

Bankruptcy Case No.: 09-17341

Chapter 11 Petition Date: June 15, 2009

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

Debtor's Counsel: Tshombe Sampson, Esq.
                  1014 6th St., Ste H
                  Santa Monica, CA 90403
                  Tel: (310) 394-1788
                  Fax: (310) 394-1788
                  Email: starren@excite.com

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

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

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

The petition was signed by Laura Raville, president of the
Company.


OPUS SOUTH: Wachovia Bank Agrees to Pay For Firm's Bills
--------------------------------------------------------
Rachel Feintzeig posted on The Wall Street Journal blog Bankruptcy
Beat that Wachovia Bank has agreed to make the payments for Opus
South Corporation's bills.

According to Bankruptcy Beat, Opus South is having trouble paying
"critical expenses," including its water and sewer bills for the
51-unit complex on Perdido Key near Pensacola, Florida.  Opus
South, Bankruptcy Beat relates, said that its only option is to
borrow $68,000 from Wachovia Bank, "unless Wachovia is authorized
to immediately make protective advance payments for the critical
expenses.  The health, safety and welfare of the residents living
at the La Serena Project will be jeopardized."

Bankruptcy Beat relates that Opus South said that it was unable to
order necessary supplies for the pool at the Waters Edge
development in May.  The report says that Opus South was also
expecting cable TV service and water for the development to be cut
off.  Opus South said that had no money to pay the only two
workers capable of repairing the development's heating and cooling
system, according to the report.

Wachovia stepped in, to pay for the bills and also promised to pay
up to $65,000 to cover "delinquent expenses" for another Opus
South development in St. Petersburg, Florida, Bankruptcy Beat
states.

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OSI RESTAURANT: Chief Operating Office Resigns, CEO Assumes Role
----------------------------------------------------------------
Paul Avery, chief operating officer of OSI Restaurant Partners
Inc., retired after 20 years with OSI.

Mr. Avery assumed his current role as chief operating officer in
2005 with direct responsibility for the Outback Steakhouse,
Carrabba's Italian Grill and Bonefish Grill brands.  Prior to his
promotion to chief operating officer, Mr. Avery served as
president of the Outback Steakhouse brand.  He began his career
with Outback Steakhouse as the managing partner of the Palm Harbor
location in 1990, with promotions to regional director and vice
president of operations.

"This is one of the toughest decisions I have ever faced," stated
Mr. Avery.  "I have been contemplating retirement for some time,
but did not feel it appropriate to retire when the company was
challenged by this difficult economy.  Although the economy
remains challenging, OSI is now on a firm footing and I can devote
my full time to my family," Mr. Avery added.

"It is impossible to overstate the contributions [Mr. Avery] has
made to OSI or what he means to the people of OSI," Bill Allen,
CEO of OSI, stated.  "It is a testament to his character that he
delayed his retirement in order to continue to provide leadership
through a tough economy.  [Mr. Avery] has been a mentor to many
people at OSI and he will always be part of the OSI family." added
Mr. Allen.

"OSI simply would not have become the company it is without
[Mr. Avery]," Chris Sullivan and Bob Basham, founders of OSI,
stated.  "He is a natural leader and has been a leader not only
for OSI but for the entire restaurant industry.  We have the
utmost gratitude for all Paul has done for OSI and its people,"
related Messrs. Sullivan and Basham.

OSI brands previously reporting to Mr. Avery will now report to
Mr. Allen as the company evaluates its leadership structure.

                       About OSI Restaurant

OSI Restaurant Partners Inc. is the No. 3 operator of casual-
dining spots (behind Darden Restaurants and Brinker
International), with more than 1,400 locations in the US and 20
other countries.  Its flagship Outback Steakhouse chain boasts
more than 950 locations that serve steak, chicken, and seafood in
Australian-themed surroundings. OSI also operates the Carrabba's
Italian Grill chain, with about 240 locations. Other concepts
include Bonefish Grill, Fleming's Prime Steakhouse, and
Cheeseburger In Paradise.  Most of the restaurants are company
owned. A group led by chairman Chris Sullivan took the company
private in 2007.

                           *     *     *

As reported by the Troubled Company Reporter on February 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PACIFIC ENERGY: Seeks Nov. 4 Plan Deadline; Eyes Asset Sales
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Pacific Energy
Resources Ltd. is seeking a November 4 extension of its exclusive
period to file a Chapter 11 plan.  The U.S. Bankruptcy Court for
the District of Delaware will convene a hearing on July 1 to
consider the proposed extension.  Pacific Energy said in a Court
filing that it will be proposing a process to auction off
properties in waters off California and Alaska.  If there are no
acceptable bids for the Alaska properties, the company will be
seeking authorization to abandon the assets.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PAETEC HOLDING: Moody's Assigns 'B1' Rating on $350 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to PAETEC Holding
Corp.'s proposed $350 million (gross proceeds) senior secured note
issuance.  The company will use the net proceeds from the note
issuance primarily to repay outstandings under its existing senior
secured term loans, at par.  As part of the rating action, Moody's
has affirmed all other ratings, including the SGL-1 liquidity
rating.  The rating outlook remains stable.

Assignments:

Issuer: PAETEC Holding Corp.

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 33
     - LGD3 to B1

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 33
     - LGD3 to B1

PAETEC's B2 corporate family rating and stable rating outlook
broadly reflect the Company's high leverage for its rating
category and modest free cash flow.  In addition, the rating
reflects Moody's view that the operating environment for CLECs
will continue to be difficult, and that PAETEC will be challenged
to generate revenue growth in a tough economic environment.
Specifically, Moody's expects that the economic downturn and
relative softness in the acquired McLeodUSA Incorporated
properties will stress the Company's revenues through the next 12-
18 months.  The ratings are supported by PAETEC's operating scale
as one of the largest CLECs operating in the US, and the potential
for the Company to drive its cost structure lower and provide a
platform for greater product diversity by utilizing the long-haul
and metro fiber assets that it obtained in the McLeod acquisition.

PAETEC's SGL-1 rating continues to reflect Moody's view that it
should maintain very good liquidity over the coming 12 months;
however, Moody's believes that macroeconomic weakness will
continue to impact the Company's growth prospects, which may
stress its liquidity position over time and be further compounded
by completion of the announced $30 million stock buyback by 3Q
2009 (about $16 million remaining under the authorization).

Moody's most recent rating action for Paetec was on November 18,
2008, when the Company's ratings were affirmed, including the B2
CFR and SGL-1 rating.

PAETEC is a CLEC headquartered in Fairport, New York.  The Company
generated nearly $1.6 billion of revenue in 2008.


PAETEC HOLDING: S&P Assigns 'B' Rating on $350 Mil. Debt
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Fairport, New York-based competitive
local exchange carrier PAETEC Holding Corp.'s proposed senior
secured notes due 2017 of $350 million to be issued under rule
144A with registration rights.  S&P assigned the debt an issue-
level rating of 'B' (the same as the corporate credit rating) with
a recovery rating of '3', indicating expectations for meaningful
(50%-70%) recovery in the event of payment default.  The new notes
will be pari passu with the existing senior secured term loan and
revolver and proceeds will be used to repay a portion of the
company's debt, including the term loan, as well as for general
corporate purposes.

At the same time, S&P affirmed all other ratings on PAETEC,
including the 'B' corporate credit rating.  The outlook is stable.
Total debt outstanding as of March 31, 2009, was $930 million.

"The new notes will add a degree of financial flexibility by
extending maturities, although business trends remain somewhat
weak because of market conditions," said Standard & Poor's credit
analyst Allyn Arden.  Additionally, PAETEC's operating lease-
adjusted leverage is elevated at about 4.9x and is unlikely to
meaningfully improve over the next couple of years.


PALM INC: Cuts Board Seats to Eight, Names Rubinstein CEO & Prez
----------------------------------------------------------------
Palm Inc. amended and restated its bylaws effective as of June 12,
2009, to decrease the authorized number of directors on its board
of directors from nine to eight.

On June 9, Palm's board of directors approved a transition in the
role of Palm's President and Chief Executive Officer from Edward
T. Colligan to Jonathan J. Rubinstein.  The transition was
announced on June 10 and was effective as of June 12.  In
connection with the transition, Mr. Colligan resigned as a member
of Palm's board, effective June 12.

                    Rubinstein Engagement Deal

On June 10, Palm entered into an offer letter with Mr. Rubinstein
to be Palm's President and CEO as well as Chairman of Palm's
board.  Under the Offer Letter, Mr. Rubinstein is entitled to
receive an annual base salary of $850,000 and will be eligible to
participate in the Company's discretionary cash bonus plan with a
target annual performance bonus of 100% of base salary.  Mr.
Rubinstein will also receive: a stock option grant of 430,000
shares of Palm common stock which will vest on a monthly basis
over four years; 215,000 Palm performance shares (also known as
restricted stock units), at a purchase price of $0.001 per share,
which will vest in equal annual increments over four years; and
restricted stock purchase rights to acquire 215,000 shares of Palm
common stock, at a purchase price of $0.001 per share, which will
vest in equal annual increments over four years.

                  Colligan Separation Agreement

On June 10, Palm entered into a separation agreement with Mr.
Colligan, who agreed to remain an employee of the Company and an
officer and director of certain of its subsidiaries until July 12,
2009.  Mr. Colligan is entitled to receive: a lump sum payment of
$800,000, payable in 12 equal monthly installments commencing
August 12, 2009; an additional lump sum payment of $400,000,
payable on July 12, 2010; and reimbursement of premiums under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
for up to 18 months.  In addition, portions of Mr. Colligan's
unvested Palm stock options, shares of Palm restricted stock and
Palm performance shares will have their vesting accelerate, which
to some extent will be conditioned on Mr. Colligan's compliance
with certain obligations.  So long as Mr. Colligan complies with
the obligations, any options to acquire Palm common stock in which
Mr. Colligan will vest on or prior to July 12, 2009, together with
any options that vest pursuant to the Separation Agreement, will
remain outstanding and exercisable until January 12, 2011.  As
part of the Separation Agreement, Mr. Colligan has agreed to non-
competition, non-solicitation and other standard post-separation
obligations.

Palm anticipates that, based on its closing stock price as of
June 10, 2009, the Separation Agreement will result in a non-cash
charge to earnings of roughly $5 million in the Company's fiscal
quarter ending August 28, 2009, and non-cash charges totaling
roughly $2 million recognized over the 12 months ending July 12,
2010, subject to mark-to-market adjustments.

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

As of February 28, 2009, Palm reported $656.4 million in total
assets; $342.4 million in current liabilities, $391.0 million in
long-term debt, $7.09 millon in non-current tax liabilities, and
$180,000 in other non-current liabilities; $262.9 million in
Series B redeemable convertible preferred stock and $78.4 million
in Series C redeemable convertible preferred stock; resulting in
$425.6 million in stockholders' deficit.


PENHALL HOLDING: Moody's Cuts Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Penhall Holding Company to Caa2
from Caa1.  The rating outlook is negative.

The corporate family rating downgrade reflects Penhall's highly
leveraged capital structure and an expectation that declining U.S.
non-residential construction activity through 2010 will drive net
losses.  The downgrade follows a decline in revolver availability
that occurred over the seasonally weak Q1-2009 and an updated view
that as construction and credit markets remain soft Penhall may
need to further borrow on its revolving credit line to fund
internal deficits and scheduled debt amortizations in 2009.
Equipment price declines could also diminish availability under
the company's asset-based revolving credit facility in 2010, when
the next independent appraisal is applied to the borrowing base
formula.  In Moody's view, should the revolver's covenant tests
activate near-term, compliance would be unlikely.

The Caa2 rating also acknowledges that Penhall's strong market
position as a highway rehabilitation subcontractor and equipment
rental operator could benefit revenues later in 2009 as U.S.
fiscal stimulus spending spurs greater highway improvement work.
A key concern for Penhall will be how much gross profit such work
may generate to help cover fixed costs, as price competition
should be stiff.  Greater demand for time-based commercial service
work, beyond lower-margin, fixed price job contracts, would help
improve fixed cost coverage and free cash flow capability.  Near-
term prospects for non-stimulus related road projects in
California, a key Penhall market, have diminished with
California's budget issues.

Additional ratings changes:

Penhall International Corp.

  -- $175 million 12% second lien notes due 2014 to Caa2 LGD 3,
     43% from Caa1 LGD 3, 47%

Penhall Holding Company

  -- $60 million unsecured term loan due 2012 to Ca LGD 5, 89%
     from Caa3 LGD 6, 90%

Moody's last rating action occurred on February 13, 2009 when the
corporate family rating was downgraded to Caa1 from B3.

Penhall Holding Company is the largest provider of concrete
cutting, breaking and highway grinding services in North America.
Penhall provides a broad range of services including equipment
rental with experienced operators who can operate equipment, and
project managers for more complex requirements.  The company
operates 41 locations in 19 States and Canada and maintains over
800 pieces of equipment.


PHILADELPHIA NEWSPAPERS: Gets 60-Day Extension for Plan Filing
--------------------------------------------------------------
Steve Tawa at KYW reports that Hon. Jean Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania has
given Philadelphia Newspapers LLC another 60 days, or until
August 31 to file a Chapter 11 reorganization plan.

KYW relates that creditors had complained to the Court that
Philadelphia Newspapers didn't engage in any meaningful talks on a
restructuring plan.

Philadelphia Newspapers CEO Brian Tierney has been lining up
investors to infuse new cash into the operation, KYW states,
citing Richard Thayer, the Company's vice president of finance.

KYW quoted Philadelphia Newspapers's counsel, Lawrence McMichael,
as saying, "We're very close to finalizing a very substantial
amount of new capital.  The target goal is $50 million."

According to KYW, Philadelphia Newspapers also indicated that it
won't negotiate with 14 unions, which have contracts due in
August 31, until a reorganization plan is in place.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its certain affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.  The United States Trustee has
appointed a three-member Official Committee of Unsecured
Creditors, which is represented by Ben Logan, Esq., and other
lawyers at O'Melveny & Myers LLP.


PHILADELPHIA NEWSPAPERS: May Have Special Lawyer for Taping Issue
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. District Court
for the Eastern District Pennsylvania in Philadelphia overturned a
ruling in April by Bankruptcy Judge Jean K. FitzSimon that denied
a request by Philadelphia Newspapers LLC to hire special counsel
for advice on the allegedly illegal taping of a pre-bankruptcy
meeting with bank lenders.

Philly Newspapers CEO Brian Tierney said that in a key meeting
with lenders in November, he discovered that a bank officer was
making a recording, which was a violation of Pennsylvania state
law.  Lenders were reviewing confidential, proprietary financial
information at that time.  After bankruptcy, Philly Newspapers
sought bankruptcy court authorization to hire the same firm it has
hired prepetition to investigate and bring suit.

The bankruptcy judge denied the application to retain special
counsel, although he allowed the official committee of unsecured
creditors appointed in the Chapter 11 case to investigate.  The
bankruptcy judge wanted to keep the incident from becoming one of
the "sideshows."

According to Bill Rochelle, U.S. District Judge Eduardo C. Robreno
partially reversed in a 33-page opinion on June 10.  Judge Robreno
allowed Philadelphia Newspapers to hire the firm for advice,
although he upheld the bankruptcy judge by precluding the firm
from investigating or filing suit.  In substance, the firm can
advise its client based on the pre-bankruptcy investigation and
the fruits of the investigation conducted by the Creditors
Committee.

Judge Robreno said it was in the best interests of the Company to
receive advice from its own lawyer and therefore was an abuse of
discretion by the bankruptcy judge to preclude engagement of the
special counsel.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


PPLACE TWO: Case Summary & 46 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PPlace Two, LLC
        1286 Kifer Rd. #103
        Sunnyvale, CA 94086

Bankruptcy Case No.: 09-54697

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
     PPlace One, LLC                               09-54698

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Riordan J. Zavala, Esq.
                  Law Offices of Riordan J. Zavala
                  P.O. Box 1061
                  Placentia, CA 92871
                  Tel: (714) 996-5168
                  Email: rjzlaw@adelphia.net

Total Assets: $2,002,025

Total Debts: $1,050,441

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

      http://bankrupt.com/misc/canb09-54697.pdf


QPC LASERS: Unit's Assets Sale Completion Cues Directors to Resign
------------------------------------------------------------------
QPC Lasers, Inc., disclosed in a filing with the Securities and
Exchange commission that Merrill McPeak, Israel Ury, Robert Adams,
and George Lintz resigned from the board of directors as a result
of the completion of the disposition of the assets of the
Company's subsidiary, Quintessence Photonics Corporation.

As of the date of the disposition, the Company and its subsidiary
have no further operations.  None of the resigning directors
identified as the cause of his resignation any disagreement with
the Company regarding the company's operations, policies or
practices.

The Company anticipates that it will in the near future file for
protection under Chapter 7 of the federal bankruptcy laws and that
its common stock will have no value after liquidation of the
Company is completed.

QPC Lasers, Inc., designs and manufactures laser diodes through
its wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.


QUANTUM CORP: Completes Offering of 4.375% Conv. Sub. Notes
-----------------------------------------------------------
Quantum Corp. disclosed in a filing with the Securities and
Exchange Commission the expiration and final results of the tender
offer for its 4.375% Convertible Subordinated Notes due 2010
(CUSIP Nos. 747906 AD 7 and 747906 AE 5).  The tender offer
expired at 5:00 p.m., New York City time, on June 3, 2009.

As of the Expiration Date, $87,181,000 in aggregate principal
amount of the Notes, representing approximately 54.5% of the
aggregate principal amount of the outstanding Notes, had been
validly tendered in the tender offer.  All Notes validly tendered
and not validly withdrawn in the tender offer have been accepted
for payment by Quantum.

Requests for the Offer to Purchase and other documents relating to
the tender offer may be directed to Global Bondholder Services
Corporation, the information agent, which can be contacted at
(212) 430-3774 (for banks and brokers only) or (866) 488-1500 (for
all others toll-free).

A full-text copy of the SENIOR SUBORDINATED TERM LOAN AGREEMENT is
available for free at http://ResearchArchives.com/t/s?3dee

                     About Quantum Corp

Headquartered in San Jose, California, Quantum Corporation --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive solutions.  The Company provides an
integrated range of disk, tape and software solutions.  Quantum's
solutions are all designed to provide information technology (IT)
departments in a variety of organizations with tools for
protecting, retaining and accessing their digital assets.  The
Company sells its products via its branded channels and through
original equipment manufacturers (OEMs), such as Dell, Inc.,
Hewlett-Packard Company, International Business Machines
Corporation and Sun Microsystems, Inc., Quantum divides its
products into three categories: tape automation systems; disk-
based backup systems and data management software, and devices and
media.  The devices and media category includes removable disk
drives, standalone tape drives and media products.  The Company
works with a network of value-added resellers, OEMs and other
suppliers to meet customers' data protection need.

As reported in the Troubled Company Reporter on May 4, 2009,
Quantum Corporation had $551.5 million in total assets; and
$215.7 million in total current liabilities and $453.5 million in
total long-term liabilities, resulting in $117.7 million in
stockholders' deficit as of March 31, 2009.

                           *     *     *

TCR reported on May 20, 2009, that Standard & Poor's Ratings
Services said that its CreditWatch placement for its 'CC'
corporate credit rating on Quantum Corp. has been revised to
developing from negative.


QUANTUM CORP: Delays Filing of March 31 Form 10-Q Quarterly Report
------------------------------------------------------------------
Quantum Corporation says it won't be able to file its quarterly
report for the period ended March 31, 2009, on time.

Quantum explains that on March 31, 2009, it received a comment
letter from the Securities and Exchange Commission regarding its
Form 10-K for the fiscal year ended March 31, 2008 and Form 10-Q
for the fiscal quarter ended December 31, 2008 which included
inquiries about its accounting policy and associated method of
accounting for service parts for maintenance among other topics.
Quantum provided written responses to the SEC on April 14, 2009.
On May 12, 2009, Quantum received a subsequent comment letter from
the SEC with additional inquiries regarding its accounting for
service parts for maintenance.  Subsequent to the receipt of that
letter, Quantum had several telephone discussions with the SEC
Staff regarding this topic, and provided a written response to the
SEC on June 15, 2009.

Based on discussions with the SEC Staff, a change to Quantum's
method of accounting for service parts for maintenance is
appropriate.  Quantum's most recent accounting method was to
classify service parts as long-lived assets and to amortize the
parts over their estimated useful life of eight years.  The method
of accounting under evaluation is to classify service parts for
maintenance as a current asset and apply an inventory method to
account for the service parts at the lower of cost or market.
Until the SEC has reviewed Quantum's response, including its
materiality assessment, and closed on the matter, Quantum is
unable to conclude its Consolidated Financial Statements for the
year ended March 31, 2009.

"We believe applying this change in accounting principle to prior
periods is immaterial; however, the SEC Staff has not yet had an
opportunity to review our assessment and provide their opinion on
our conclusion.  We intend to file our Form 10-K as soon as
reasonably practicable, but in any event no later than the
fifteenth calendar day following the prescribed due date," Quantum
said.

According to Quantum, revenue decreased 17%, or $166.7 million, in
fiscal 2009 to $809.0 million compared to $975.7 million in fiscal
2008.  Operating expenses increased $307.3 million, or 94%, to
$634.2 million in fiscal 2009 primarily due to a $339.0 million
goodwill impairment charge recorded in the third quarter of fiscal
2009.  This compares to operating expenses of $327.2 million in
fiscal 2008.  Due to changing its method of accounting for service
parts, Quantum is unable to conclude its fiscal 2009 cost of
revenue, gross margin or net loss at this time.

As reported by the Troubled Company Reporter on May 4, 2009,
Quantum had $551.5 million in total assets; and $215.7 million in
total current liabilities and $453.5 million in total long-term
liabilities, resulting in $117.7 million in stockholders' deficit
as of March 31, 2009.  The Company said revenue for its fiscal
fourth quarter ended March 31, 2009, was $168 million and that
revenue for the full fiscal year 2009 was $809 million.

                     About Quantum Corp

San Jose, California, Quantum Corporation --
http://www.quantum.com/-- is a global storage company
specializing in backup, recovery and archive solutions. The
Company provides an integrated range of disk, tape and software
solutions.  Quantum's solutions are all designed to provide
information technology (IT) departments in a variety of
organizations with tools for protecting, retaining and accessing
their digital assets.  The Company sells its products via its
branded channels and through original equipment manufacturers
(OEMs), such as Dell, Inc., Hewlett-Packard Company, International
Business Machines Corporation and Sun Microsystems, Inc., Quantum
divides its products into three categories: tape automation
systems; disk- based backup systems and data management software,
and devices and media.  The devices and media category includes
removable disk drives, standalone tape drives and media products.
The Company works with a network of value-added resellers, OEMs
and other suppliers to meet customers' data protection need

                           *     *     *

As reported by the TCR on June 8, 2009, Moody's Investors Service
revised the probability of default rating for Quantum to Ca/LD,
reflecting the limited default which has occurred following
completion of the previously announced tender offer for its 4.375%
Convertible Subordinated Notes due 2010.  The PDR will revert back
to Ca (still under review) and the /LD designation will be removed
in approximately 3 business days, consistent with Moody's practice
for such deemed distressed exchange transactions.  In addition,
Moody's notes that it is continuing its review of all ratings,
with direction uncertain, pending the outcome of additional
actions required to eliminate the potential accelerated maturity
of the remaining $208 million senior secured term loan in February
2010.


QUANTUM CORP: Will Cease Issuing EMC Corp. Warrant to Buy Shares
----------------------------------------------------------------
Quantum Corporation disclosed in a filing with the Securities and
Exchange Commission that it entered into a Warrant Purchase
Agreement with EMC Corporation, as contemplated by the Third
Amended and Restated Embedded Software License and Distribution
Agreement, effective as of April 1, 2009, between the Company and
EMC Corporation.

The Warrant Agreement provides that, within 30 days after
August 31 of this year and the years 2010 and 2011, the Company
will grant a warrant to EMC to purchase a number of shares of the
Company's common stock calculated in accordance with the terms of
the License Agreement; provided, that in no event will any warrant
be granted or exercisable to the extent that issuance or exercise
thereof would result in EMC holding, or being deemed to hold, more
than 15% of the issued and outstanding capital stock of the
Company.

The exercise price per share of the Company's common stock will be
$0.38.  Each warrant issued pursuant to the Warrant Agreement will
vest and be exercisable in the event of a change of control of the
Company, including a sale of all or substantially all of the
Company's business or of certain assets, any person or group
acquiring beneficial ownership of more than 50% of the Company's
common stock, and a merger, consolidation, reorganization or
similar business combination with respect to the Company.  The
warrants may not be exercised other than in connection with a
change of control.  Each warrant will expire on the earlier of (i)
seven years from the date of issuance and (ii) three years from
the occurrence of a change of control.

A full-text copy of the WARRANT PURCHASE AGREEMENT is available
for free at http://ResearchArchives.com/t/s?3ded

                     About Quantum Corp

Headquartered in San Jose, California, Quantum Corporation --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive solutions.  The Company provides an
integrated range of disk, tape and software solutions.  Quantum's
solutions are all designed to provide information technology (IT)
departments in a variety of organizations with tools for
protecting, retaining and accessing their digital assets.  The
Company sells its products via its branded channels and through
original equipment manufacturers (OEMs), such as Dell, Inc.,
Hewlett-Packard Company, International Business Machines
Corporation and Sun Microsystems, Inc., Quantum divides its
products into three categories: tape automation systems; disk-
based backup systems and data management software, and devices and
media.  The devices and media category includes removable disk
drives, standalone tape drives and media products.  The Company
works with a network of value-added resellers, OEMs and other
suppliers to meet customers' data protection need.

As reported in the Troubled Company Reporter on May 4, 2009,
Quantum Corporation had $551.5 million in total assets; and
$215.7 million in total current liabilities and $453.5 million in
total long-term liabilities, resulting in $117.7 million in
stockholders' deficit as of March 31, 2009.

                           *     *     *

TCR reported on May 20, 2009, that Standard & Poor's Ratings
Services said that its CreditWatch placement for its 'CC'
corporate credit rating on Quantum Corp. has been revised to
developing from negative.


QUANTUM CORP: Tender Offer Won't Affect S&P's 'CC' Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on San
Jose, California-based Quantum Corp. (CC/Watch Dev/--) are not
affected by recent announcements regarding the completion of its
tender offer or the delayed filing of its financial statements.

The completion of the tender offer, with $87 million of
convertible notes accepting the company's offer, leaves an
approximate balance of $48 million that will require refinancing
before Feb. 1, 2010, to avoid an acceleration of bank debt.  S&P
expects the delayed filing of the company's 10-K financial
statement, related to the accounting of service parts, to be
immaterial to historic statements and is likely to be resolved
shortly.  S&P will continue to monitor Quantum's progress closely
in its effort to refinance the required debt.  The company's
filings must be current before Standard & Poor's would consider an
upgrade of the rating following a successful refinancing
announcement.


QUEBECOR WORLD: S&P Downgrades Ratings on Loan to 'B+' From 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
and recovery ratings on Montreal-based Quebecor World Inc.'s
proposed senior secured term loan due 2012 following the increase
in the facilities to US$450 million from US$325 million.  S&P has
lowered the issue-level ratings on the term loan to 'B+' (the same
as the corporate credit rating on Quebecor World) from 'BB-', and
revised the recovery ratings to '3' from '2'.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of default.  The ratings are based on
preliminary information and are subject to satisfactory review of
final documentation.  (For the complete corporate credit rating
rationale, see the research report to be published on
RatingsDirect immediately following this media release.)

At the same time, S&P affirmed all other ratings, including the
'B+' long-term corporate credit rating on the company.  The
outlook is negative.

"The rating action follows the increase in the size of the
proposed term loan by US$125 million.  Additional cash proceeds
from the term loan will be used to reduce the company's preferred
shares outstanding and to provide additional liquidity to the
company," said Standard & Poor's credit analyst Madhav Hari.  "The
term loan is part of the company's exit financing from bankruptcy
protection," Mr. Hari added.

Under the revised terms of the credit facilities, the company will
be able to pay cash dividends on the preferred shares or unsecured
notes (of up to US$12.5 million per year) under certain conditions
including the maintenance of a minimum US$175 million in
liquidity, only after 50% of the term loan has been repaid, and
provided the company is in compliance will all financial
covenants.

The ratings on Quebecor World reflect S&P's assessment of the
company's vulnerable business risk profile as reflected in its
weakness in revenues and earnings, as well as its participation in
the challenging printing industry, which is characterized by
overcapacity, declining volumes, electronic substitution, pricing
pressures, and intense competition.  Partially offsetting these
factors in S&P's opinion are Quebecor World's market position and
solid credit protection measures for the ratings.  Despite
declining revenue and weaker performance than its global peers in
the past several years, Quebecor World remains the second-largest
North American printer, with leading market positions in most of
its major product groups, including magazines, retail inserts,
catalogues, books, direct mail, and directories.  It has
significant operations in North America and Latin America.

The negative outlook reflects Standard & Poor's ongoing concerns
regarding the challenges Quebecor World faces given its weak
operating performance and difficult industry fundamentals.
Downward pressure on the ratings could result from the continued
deterioration in the company's operations or weakness in credit
protection measures.  S&P could revise the outlook to stable if
Quebecor World demonstrates consistent improvement in operating
performance.


QUEBECOR WORLD: Committee to Retain Experts for Adversary Cases
---------------------------------------------------------------
The official committee of unsecured creditors in Quebecor World
Inc.'s Chapter 11 cases obtained permission from Judge James Peck
of the U.S. Bankruptcy Court for the Southern District of New York
to retain experts in pending adversary proceedings.

The Creditors' Committee filed:

  (a) a complaint on September 19, 2008, commencing an adversary
      proceeding against American United Life Insurance Company,
      et al., which seeks to recover approximately $376 million
      of payments to certain of the Debtors' private noteholders
      during the 90-day preference period set forth in Section
      547 of the Bankruptcy Code; and an amended complaint on
      February 10, 2008; and

  (b) two other adversary proceedings seeking to recover
      alleged fraudulent conveyances to Royal Bank of Canada and
      Compushare Trust Company of Canada and alleged fraudulent
      conveyances to Societe Generale (Canada) and Compushare
      Trust Company of Canada.

The Committee anticipates that it will require the assistance of
various experts in the Private Noteholder Action and the
Fraudulent Conveyance Actions.  Experts may act solely in a
consulting capacity, or they may serve as testifying experts for
purposes of particular litigated issues, John K. Sherwood, Esq.,
at Lowenstein Sandler, PC, in Roseland, New Jersey, contends.

The Committee will not be obligated to disclose the identity of
their Experts except in accordance with applicable Federal Rules
of Civil Procedure and the December 3, 2008 Stipulation and
Consent Order Concerning Discovery Schedule.

The Committee contends that the Experts are not "professionals"
whose retention would require Court approval under Section 327 of
Bankruptcy Code.  Accordingly, the Committee asks the Court to
authorize it to retain Experts in its discretion without
requiring the submission of separate retention applications for
each Expert.

In addition, the Committee asks that the Experts not be required
to file fee applications for approval of fees and expenses.
Rather, the Debtors' estates will be directly liable for fees and
expenses incurred by the Experts, and these charges, including
any retainers requested by the Experts, should be passed through
to the estates as disbursements on Committee counsels' fee
applications.

Mr. Sherwood relates that like the consultants and experts of the
Debtors, the Experts to be retained by the Committee are not in a
position to control the strategy affecting the management or
administration of the Chapter 11 cases or the negotiation of a
plan of reorganization.  While the Experts' advice maybe helpful
to the pending adversary proceedings, the advice is tangential to
the administration of the estate.  He asserts that the Experts
are not "professionals" under the central role test.

While testifying Experts may render independent opinions, Mr.
Sherwood asserts that those opinions do not empower the experts
with discretion or autonomy over the administration of the
Debtors' estates, the purchase and sale of assets or the strategy
to be used to reorganize, manage, and liquidate estate assets.
Accordingly, he contends, the Experts do not meet the "degree of
autonomy" test.

According to Mr. Sherwood, the need for the Experts arises from
the significant adversary proceedings commenced by the Committee
within the Debtors' Cases.  The Committee has legitimate interest
in drawing on the services of Experts without disclosing the
Experts' work unless and until required to do so by the rules
governing discovery, he argues.

Mr. Sherwood relates that the Committee does not propose to alter
the basis on which any of the advisers and consultants render
services in the Cases.  Each of those advisers and consultants
will continue to file fee applications.

                         *     *     *

The Court in its order approving the application said that the
Debtors' estates will be directly liable for all fees and
expenses incurred by the Experts, the Committee or its counsel
will not have personal liability for Experts' fees or expenses.

The Committee and its counsel will review the billing statements
submitted by the Expert and determine the reasonableness of the
billing statements.  In the billing statements, counsel for the
Committee will include fees and expenses for its Experts,
including any retainer requested by any Expert, as disbursements
on counsel's monthly fee.  The counsel will not be required to
submit a detailed statement or invoices with respect to services
rendered or expenses sought by any Expert.

The Experts will have specialized knowledge and expertise
reasonably related to the subject matters of pending or
anticipated adversary proceedings.  Experts may act solely in a
consulting capacity, or may serve as testifying experts for
purposes of particular litigated matters.

                      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: Proposes Settlement With Vertis, et al.
-------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Sections 105(a), 363 and 502 of the United States
Bankruptcy Code, Quebecor World (USA) Inc. and its affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement among Quebecor World (USA) Inc.,
Quebecor World Inc., Vertis, Inc. and Charles Miotke.

Charles Miotke, a former employee of the Debtors, had entered in
to an employment agreement with the Debtors, which agreement
restricts Mr. Miotke from working for any of the Debtors
competitors following the termination of his employment.

Following the termination of Mr. Miotke's employment with the
Debtors, Vertis hired him to work in the Direct Marketing segment
of Vertis' commercial printing business.  The Debtors and Vertis
are, to some extent, competitors in the Direct Marketing segment
of the commercial printing business.

Mr. Miotke asserts that the Debtors are obligated to him for
certain payments related to his employment compensation,
vacation, expenses and employee benefits.  The Debtors contend
that Mr. Miotke owes them certain obligations related to his
relocation during the time he was employed by the Debtors.

The Debtors, Mr. Miotke and Vertis entered into settlement
discussions to reach a consensual resolution of their claims
regarding the Employment Agreement, and the hiring of Mr. Miotke
and his compensation and relocation expenses.  Following the
discussions, the parties agreed on these terms of a settlement:

  (a) Mr. Miotke agrees to release the Debtors and any of their
      related entities or other representative from any claims,
      damages, causes of action, or disputes of any kind or
      nature, whether presently known or unknown, anticipated or
      unanticipated, choate or inchoate, contingent or
      otherwise;

  (b) Mr. Miotke agrees that to the extent that he has trade
      secrets or confidential or proprietary information of the
      Debtors, he will not use any of the information in any
      manner in conjunction with his new employment with Vertis
      or with any other employer he may become employed by at
      any time in the future, and will not disclose any
      information to any third party, including current or
      future employees;

  (c) Mr. Miotke further agrees that, from May 8, 2008, to
      May 9, 2009, he will not directly or indirectly solicit
      for employment any current employee of Quebecor or any
      former employee of the Debtors who is subject to a
      restrictive non-compete covenant;

  (c) the Debtors agree to pay or, in the case of retirement or
      investment plans, make available for distribution to
      Miotke in accordance with the terms of the Plan of
      Reorganization, an aggregate amount of $766,834;

  (d) the Debtors agree to release Mr. Miotke and Vertis and any
      of their related entities or other representatives, from
      any claims, damages, causes of action, or disputes of any
      kind or nature, whether presently known or unknown,
      anticipated or unanticipated, choate or inchoate,
      contingent or otherwise;

  (e) the Debtors will release Mr. Miotke from any obligations
      that he may have under the terms of the Employment
      Agreement;

  (f) the Debtors will reaffirm its indemnity obligation and
      other commitments set forth in that certain July 2, 2005
      letter from the Debtors to Mr. Miotke;

  (g) Vertis agrees to release the Released Quebecor Parties,
      jointly and severally, from any claims, damages, causes of
      action, or disputes of any kind or nature, whether
      presently known or unknown, anticipated or unanticipated,
      choate or inchoate, contingent or otherwise; and

  (h) Vertis agrees to make a single, one-time payment totaling
      $164,144 to QWI five business days after the expiration of
      the revocation period applicable to Mr. Miotke to
      compensate the Debtors for the Relocation Expenses.

Due to the confidential nature of certain portions of the
Settlement Agreement, a copy of the Settlement Agreement will be
delivered to each of the Official Committee of Unsecured
Creditors, the Ad-Hoc Group of Noteholders, and the
Administrative Agent for the Debtors' prepetition lenders, and
will also be provided to the Court in camera.

                      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)


REAL MEX: Mulls Offering of $110 Million Senior Secured Notes
-------------------------------------------------------------
Real Mex Restaurants, Inc., plans to privately place $110 million
of senior secured notes due 2012.  The Company intends to use the
net proceeds from the issuance of the Notes (i) to repay its
senior secured notes due April 1, 2010, (ii) to pay certain
related fees and expenses and (iii) to use the balance, if any,
for general corporate purposes.

Any Notes will be sold to institutional accredited investors and
qualified institutional buyers pursuant to the exemptions from
registration provided by Section 4(2) of the Securities Act of
1933, as amended and Rule 506 of Regulation D promulgated
thereunder.

Headquartered in Cypress, California, Real Mex Restaurants, Inc. -
- http://www.realmexrestaurants.com/-- is a full-service Mexican
casual dining restaurant chain operator in the United States.  As
of December 28, 2008, the Company had 190 restaurants, located in
California.  Its four primary restaurant concepts, El Torito, El
Torito Grill, Chevys Fresh Mex and Acapulco Mexican Restaurant,
offer a variety of Mexican dishes and a selection of alcoholic
beverages, seven days a week for lunch and dinner, as well as
Sunday brunch.  The Company's three major subsidiaries are El
Torito Restaurants, Inc., Acapulco Restaurants, Inc., Chevys
Restaurants LLC, and a purchasing, distribution, and manufacturing
subsidiary, Real Mex Foods, Inc.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.

                           *     *     *

As reported in the Troubled Company Reporter on November 26, 2008,
Moody's Investors Service raised Real Mex Restaurants, Inc.'s
probability of default rating and corporate family rating to Caa2
from Caa3, while affirming its $105 million senior secured notes
at B2.  The rating outlook is negative.  Concurrently, its
Speculative Grade Liquidity rating was affirmed at SGL-4,
indicating expected weak liquidity in the next twelve months.


REGIONS FINANCIAL: Fitch Cuts Long-Term Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of Regions Financial and its subsidiary, and removed them from
Rating Watch Negative.  The Rating Outlook is Negative.  RF's
ratings were placed on Rating Watch Negative on May 15, 2009, as
part of Fitch's U.S. bank review, which was announced on May 7,
2009.  Fitch has since completed its review of RF, and while Fitch
believes the recent capital raise provides considerable support to
RF's balance sheet, the agency believes the company continues to
face elevated risk due to its exposure to problematic markets,
including multiple types of real estate exposure in Florida.
Further, Fitch anticipates that RF will be unable to return to
profitability in 2009 given elevated credit costs.  In resolving
the Negative Outlook, Fitch will assess the company's asset
quality, financial performance, capital position, and liquidity
profile over the intermediate-term to gauge any impact to its
credit profile.

RF reported considerable asset quality deterioration in the first
quarter of 2009 (1Q'09), both in terms of problem assets and
delinquent loans.  Fitch believes RF has been aggressive in
dealing with its stressed portfolios, which include loans for
homebuilders, condominiums, and home equity lines of credit;
however, the continued rise in nonperforming loans during 1Q'09
raise further concerns that asset quality deterioration continues
to occur and will likely remain a considerable drag on earnings
and capital formation for the foreseeable future.

Concurrent with the downgrade of RF's long-term IDR, Fitch has
affirmed the company's Individual and short-term ratings given its
recently augmented capital base and its solid liquidity profile.
As part of the Federal Reserve's recent Supervisory Capital
Assessment Program, RF's capital buffer was determined to be short
by $2.5 billion, of which $400 million needed to be new Tier 1
capital.  RF has since successfully met that requirement mainly
through the issuance of $1.84 billion in common stock and
$287.5 million of mandatorily convertible preferred stock.  These
issuances have helped fortify the outstanding liquidity positions
of both the bank and the holding company.  Both entities continue
to maintain a significant amount of borrowing capacity, and a
large level of liquid assets.  The current ratings of RF and its
subsidiaries continue to incorporate their solid market position
in the southeastern U.S.

RF is a $146 billion financial holding company headquartered in
Birmingham, Alabama.  RF operates almost 2,000 branches in 16
states across the South, Midwest and Texas.  RF provides
traditional commercial, retail and mortgage banking services, as
well as investment banking, asset management, trust, mutual funds,
and securities brokerage services through its wholly-owned
subsidiary, Morgan Keegan.

Fitch has downgraded these ratings and assigned a Negative Rating
Outlook:

Regions Financial Corporation

  -- Long-term IDR to 'A-' from 'A';
  -- Senior debt to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-';
  -- Preferred stock to 'BBB' from 'BBB+'.

Regions Bank

  -- Long-term IDR to 'A-' from 'A';
  -- Long-term deposits to 'A' from 'A+';
  -- Senior debt to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-'.

AmSouth Bank

  -- Subordinated debt to 'BBB+' from 'A-'.

Regions Financing Trust II, III

  -- Preferred stock to 'BBB' from 'BBB+'.

Union Planters Corporation

  -- Senior debt to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-'.

AmSouth Bancorporation

  -- Subordinated debt to 'BBB+' from 'A-'.

Fitch has affirmed these ratings:

Regions Financial Corporation

  -- Individual at 'B/C'; removed from Rating Watch Negative;
  -- Short-term IDR at 'F1'; removed from Rating Watch Negative;
  -- Support at '5';
  -- Support floor at No Floor.

Regions Bank

  -- Short-term IDR at 'F1'; removed from Rating Watch Negative;

  -- Long-term debt guaranteed by TLGP at 'AAA';

  -- Short-term debt guaranteed by TLGP at 'F1+';

  -- Short-term deposits at 'F1'; removed from Rating Watch
     Negative;

  -- Individual at 'B/C'; removed from Rating Watch Negative;

  -- Support at '4';

  -- Support floor at 'B'.


RESORTS MEZZANINE: Collateral to be Sold at July 7 Public Auction
-----------------------------------------------------------------
Accelerated Exchange Group, Inc will offer for sale (i) 100% of
the membership interests in CPH Monarch Hotel, LLC, and CPH
Monarch Golf, LLC, each a Delaware limited liability company and
(ii) 100% of the sponsor membership interests in the Monarch Bay
Club, a California non-profit mutual benefit corporation, on
July 7, 2009, at 1:00 p.m. at the offices of First American Title,
5 First American Way, Santa Ana, CA 92707.

The principal assets of CPH Monarch Hotel, LLC and CPH Monarch
Golf, LLC are a hotel and golf course commonly known as the St.
Regis Monarch Beach Resort and the Monarch Beach Golf Links,
located at One Monarch Beach Resort, Dana Point, CA, 92629.  The
holder of the sponsor membership interests in the Monarch Bay Club
is entitled to be the sponsor member thereof.

The sale is to enforce the rights of the secured parties under
those certain pledge agreements executed by (i) Resorts Mezzanie
LLC, as debtor, dated July 30, 2007, and (ii) Makallon Resorts I,
LLC, as debtor, dated July 30, 2007.

Interested parties who would like additional information regarding
the collateral, the requirements to be a "qualified bidder" or the
terms of sale should visit the Web site
http://www.eastdilsecured.com/notices/MonarchBeach.pdfor contact
Patrick Deming of Eastdil Secured, 100 Wilshire Boulevard, Suite
1500, Santa Monica, CA 90401, (310) 526-9219.


RESERVE MANAGEMENT: To Make Second Payout From Int'l Liquidity
--------------------------------------------------------------
Reserve Management Co. said in a statement that it will make a
second payout as much as $400 million from its offshore fund,
International Liquidity Fund, starting June 19.

Daisy Maxey at The Wall Street Journal relates that International
Liquidity "broke the buck" in September 2008.

Reserve Management President Bruce Bent said in a statement, "We
are focused on liquidating the fund's holdings at amortized cost
as quickly as possible."

"Our money should have been returned to us a long time ago," WSJ
quoted Mark Ressler of Kasowitz, Benson, Torres & Friedman LLP --
a lawyer for two offshore hedge funds Caxton International Ltd.
and Caxton Equity Growth Holdings LP that had invested about
$170 million in the International Liquidity Fund -- as saying.

WSJ states International Liquidity Fund had about $2.87 billion in
assets on September 15, 2008.

                     *     *     *

As reported in the Troubled Company Reporter on September 25,
2008, Moody's Investors Service downgraded and left on review for
further downgrade 10 money market and bond funds managed by
Reserve Management Company, Inc., including The Reserve Primary
Fund's 'Caa' rating.


RIVIERA HOLDINGS: Files Form 25 With SEC to Delist Common Stock
---------------------------------------------------------------
Riviera Holdings Corporation filed a Form 25 with the Securities
and Exchange Commission to voluntarily delist its common stock
from NYSE Amex LLC.  The Company received a deficiency letter from
the Exchange indicating that the Company was not in compliance
with certain of the Exchange's continued listing standards.

The Company is seeking to have its common stock quoted on the
Over-The-Counter Bulletin Board, according to the Troubled Company
Reporter on June 11, 2009.

The deficiency letter, received June 1, 2009, indicated that the
Company did not meet certain of the Exchange's continued listing
standards set forth in Section 1003(a)(iv) of the NYSE Amex
Company Guide, in that it sustained losses which were so
substantial in relation to its overall operations or its existing
financial resources, or its financial condition become so impaired
that it appears questionable, in the opinion of the Exchange, as
to whether the Company will be able to continue operations and
meet its obligations as they mature.

The Exchange requested that the Company submit a plan of
compliance by July 1, 2009, advising the Exchange of action it has
taken or will take in order to bring it into compliance with the
applicable continued listing standards by November 27, 2009.  The
Company does not believe that it can take the steps necessary to
satisfy the continued listing criteria of the Exchange within the
prescribed time frame.  Consequently, the Company has informed the
Exchange that it does not intend to submit a plan to regain
compliance.  The Company intends to voluntarily delist its common
stock from the Exchange and file a Form 25 with the Securities and
Exchange Commission to remove the listing of the common stock from
NYSE Amex.  The delisting from the Exchange is expected to be
effective 10 calendar days after filing the Form 25.  The Company
expects that the last day of trading for its common stock on the
NYSE Amex Exchange will be on or about June 25, 2009.

The Company will seek to have its common stock quoted on the OTC
Bulletin Board shortly after the date of delisting from the
Exchange, though it cannot provide any assurances in this regard.

                     About Riviera Holdings

Riviera Holdings Corp. is a holding company that, through its
wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino (Riviera Las Vegas) located on
the Las Vegas Boulevard in Las Vegas, Nevada.  The Company,
through its wholly owned subsidiary, Riviera Black Hawk, Inc.,
owns and operates the Riviera Black Hawk Casino (Riviera Black
Hawk), a limited-stakes casino in Black Hawk, Colorado.  Riviera
Las Vegas comprises approximately 1.8 million square feet,
including 110,000 square feet of casino space, a 160,000-square-
foot convention, meeting and banquet facility; 2,075 hotel rooms
(including 177 luxury suites) in five towers; three restaurants; a
buffet; four showrooms; a lounge, and approximately 2,300 parking
spaces.  Riviera Black Hawk has 32,000 square feet of gaming
space, parking for approximately 520 vehicles, a 252-seat buffet,
two bars and an entertainment center with seating for
approximately 400 people.

As reported by the Troubled Company Reporter on May 12, 2009, the
Company received a notice of default on February 26, 2009, from
Wachovia with respect to the Credit Facility in connection with
the Company's failure to provide a Deposit Account Control
Agreement, or DACA, from each of the Company's depository banks
per a request made by Wachovia to the Company on October 14, 2008.
The DACA that Wachovia requested the Company to execute was in a
form that the Company ultimately determined to contain
unreasonable terms and conditions as it would enable Wachovia to
access all of the Company's operating cash and order it to be
transferred to a bank account specified by Wachovia.  The Notice
further provided that as a result of the default, the Company
would no longer have the option to request the LIBOR Rate loans.
Consequently, the Term Loan was converted to an ABR Loan effective
March 31, 2009.

On March 25, 2009, the Company engaged XRoads Solution Group LLC
as our financial advisor.  Based on an extensive analysis of the
Company's current and projected liquidity, and with its financial
advisor's input, the Company determined it was in the best
interests of the Company to not pay the accrued interest of
approximately $4 million on its $245 million Credit Facility,
which was due March 30, 2009.  Consequently, the Company elected
to not make the payment.  The Company's failure to pay interest
due on any loan within its Credit Facility within a three-day
grace period from the due date was an event of default under our
Credit Facility.  As a result of this event of default, the
Company's lenders have the right to seek to charge additional
default interest on the Company's outstanding principal and
interest under the Credit Agreement, and automatically charge
additional default interest on any overdue amounts under the Swap
Agreement.  These defaults rates are in addition to the interest
rates that would otherwise be applicable under the Credit
Agreement and Swap Agreement.

The Company received an additional notice of default on April 1,
2009, from Wachovia.  The Additional Default Notice alleges that
subsequent to the Company's receipt of the February Notice,
additional defaults and events of default had occurred and were
continuing under the terms of the Credit Agreement including, but
not limited to:

     (i) the Company's failure to deliver to Wachovia audited
         financial statement without a "going concern"
         qualification;

    (ii) the Company's failure to deliver Wachovia a certificate
         of an independent certified public accountant in
         conjunction with the Company's financial statement; and

   (iii) the occurrence of a default or breach under a secured
         hedging agreement.  The Additional Default Notice also
         states that in addition to the foregoing events of
         default that there were additional potential events of
         default as a result of, among other things, the
         Company's failure to pay: (i) accrued interest on the
         Company's LIBOR rate loan on March 30, 2009, (ii) the
         commitment fee on March 31, 2009, and (iii) accrued
         interest on the Company's ABR Loans on March 31, 2009.
         The Company has not paid the March 31 Payments and the
         applicable grace period to make these payments has
         expired.  The Additional Default Notice states that as a
         result of these events of defaults, (a) all amounts
         owing under the Credit Agreement thereafter would bear
         interest, payable on demand, at a rate equal to: (i) in
         the case of principal, 2% above the otherwise applicable
         rate; and (ii) in the case of interest, fees and other
         amounts, the ABR Default Rate, which as of April 1,
         2009, was 6.25%; and (b) neither Swingline Loans nor
         Additional Revolving Loans are available to the Company
         at this time.

As a result of the February Notice and the Additional Default
Notice, effective March 31, 2009, the Term Loan interest rate is
now approximately 10.5% per annum and effective April 1, 2009, the
Revolver interest rate is approximately 6.25% per annum.

On April 1, 2009, the Company also received Notice of Event of
Default and Reservation of Rights in connection with an alleged
event of default under the Company's Swap Agreement.  The Swap
Default Notice alleges that (a) an event of default exists due to
the occurrence of an event of default under the Credit Agreement
and (b) that the Company failed to make payments totaling $2.1
million to Wachovia with respect to one or more transactions under
the Swap Agreement.  The Company has not paid this overdue amount
and the applicable grace period to make this payment has expired.
As previously announced by the Company, any default under the Swap
Agreement automatically results in an additional default interest
of 1% on any overdue amounts under the Swap Agreement.  This
default rate is in addition to the interest
rate that would otherwise be applicable under the Swap Agreement.
As of March 31, 2009, the mark to market amount outstanding under
the Swap Agreement was $28.0 million, excluding any credit risk
adjustment.

With the aid of the Company's financial advisors and outside
counsel, the Company is continuing to negotiate with its various
creditor constituencies to refinance or restructure its debt.  The
Company cannot assure that it will be successful in completing a
refinancing or consensual out-of-court restructuring, if
necessary.  If the Company is unable to do so, it would likely be
compelled to seek protection under Chapter 11 of the U. S.
Bankruptcy Code.


SABRE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on travel distributor Sabre Holdings Corp., specifically
the long-term corporate credit rating to 'SD' (selective default)
from 'B', and the issue-level rating on the company's senior notes
due 2011 to 'D' from 'CCC+'.

"The rating actions reflect the company's open market purchases of
$76 million of its senior notes due 2011 at a cost of $44 million
in April 2009," said Standard & Poor's credit analyst Betsy R.
Snyder.  The debt repurchase met S&P's criteria for a distressed
debt redemption.

"We expect to review the effect of the debt repurchase on the
company's financial profile in the next few days, and to
subsequently raise the corporate credit rating on Sabre Holdings
back to 'B' and the issue-level rating on the senior notes due
2011 back to 'CCC+' on conclusion of our review," she continued.


SALEM COMMUNICATIONS: S&P Puts 'B-' Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B-' corporate credit
rating for Camarillo, California-based radio broadcasting company
Salem Communications Corp., as well as the 'CCC' issue-level
rating on the holding company subordinated notes, on CreditWatch
with negative implications.

"The CreditWatch listing reflects our concerns regarding the
company's need for comprehensive intermediate-term refinancing by
mid 2010," said Standard & Poor's credit analyst Michael Altberg.

The company's senior secured credit facilities (not rated by
Standard & Poor's) consist of a $75 million term loan B
($71.6 million outstanding as of March 31, 2009) maturing
March 10, 2010 and a $165 million term loan C ($160.8 million
outstanding) maturing June 30, 2012 (or six months prior to the
maturity of any subordinated debt).  Salem's $90.6 million 7.75%
senior subordinated holding company notes mature on Dec. 15, 2010,
and, as a result, the term loan C will be due on June 15, 2010.
For this reason, S&P expects that the company will need to
refinance its entire capital structure at the end of this year or
early next year.

An alternative option would be for Salem to refinance or repay its
term loan B and look to extend the maturity on its senior
subordinated notes.  Doing so would effectively push out the
maturity on the term loan C.  EBITDA coverage of interest expense,
at 2.2x for the 12 months ended March 31, 2009, and moderate
discretionary cash flow, with nearly 59% conversion of EBITDA to
discretionary cash flow, provide a modest degree of flexibility to
absorb higher interest rates that would most likely accompany a
refinancing.

In resolving the CreditWatch listing, S&P will meet with
management to discuss its strategy to address the 2010 maturities.


SARAHE ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sarahe Associates, Inc.
        40 Millhurst Road
        Manalapan, NJ 07726

Bankruptcy Case No.: 09-25565

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: Arthur Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  Email: aabramowitz@cozen.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/njb09-25565.pdf

The petition was signed by Peter J. Saker, president of the
Company.


SCO GROUP: Inks Deal to Sell Unix Business to Gulf Capital
----------------------------------------------------------
The SCO Group Inc. has signed a deal to sell its Unix business to
Gulf Capital Partners LLC, a group formed by Stephen Norris of
Stephen Norris & Co. Capital Partners and other investors, Tom
Harvey at The Salt Lake Tribune states.

Mr. Norris, Salt Lake Tribune says, had previously sought to
acquire SCO along with an unnamed Middle Eastern investor.

Salt Lake Tribune quoted SCO CEO Darl McBride, "We signed that
deal just minutes before the court hearing [on Monday on the
possible conversion of the Company's Chapter 11 reorganization
case to Chapter 7 liquidation], and walked in and handed it to
them."

According to Salt Lake Tribune, SCO will keep its licensing claims
that are part of high-profile lawsuits involving IBM, Novell, and
other companies.  The report states that SCO will also retain its
mobile application business.

Mr. McBride, Salt Lake Tribune relates, said that under the
agreement, he will remain as CEO, while President Jeff Hunsaker
would move to direct the new company, along with a majority of
SCO's 62 employees, and that SCO would continue to pursue the
lawsuits.

Salt Lake Tribune states that the Hon. Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware didn't hear
arguments on motions to sell off SCO's assets, but it set a
hearing for either July 16 or July 27 to consider SCO's sale plan.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEA CONTAINERS: Post-Confirmation Report for November 2008 Period
-----------------------------------------------------------------
Sea Containers Ltd. filed with the U.S. Bankruptcy Court for the
District of Delaware its Post Confirmation Summary Report for the
period ended November 24, 2008:

                     Sea Containers, Ltd.
               Post Confirmation Summary Report
                   Ending November 24, 2008

Beginning Cash Balance                               $24,819,914

All receipts received by the Debtor

  Cash Sales                                                  -
  Interest income                                         7,851
  SC Group cash repatriation                         17,633,382
  Foreign exchange                                       26,212
  Inter company banking sweep                           (52,635)
                                                   ------------
Total of cash received                                17,614,810
                                                   ------------
Total of cash available                               42,434,724

  Less all disbursements or payments                          -
  made by the Debtor

  Disbursements made under the DIP exit                 250,000
  plan, claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the                 2,823,195
  ordinary course
                                                   ------------
Total Disbursements                                    3,073,195
                                                   ------------
Ending Cash Balance                                  $39,361,529
                                                   ============


                 Sea Containers Services, Ltd.
               Post Confirmation Summary Report
                   Ending November 24, 2008

Beginning Cash Balance                                   $43,732

All receipts received by the Debtors:

  Collection of accounts receivable                      59,616
  Tax refunds                                           570,282
  SC Group cash repatriation                             20,368
  Foreign exchange                                       (3,779)
  Inter company banking sweep                            52,635
                                                   ------------
Total of cash received                                   699,122
                                                   ------------
Total of cash available                                  742,853

Less all disbursements or payments
made by the Debtor:

  Disbursements made under the plan, excluding                -
  the admin. claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the                   757,998
  ordinary course
                                                   ------------
Total Disbursements                                      757,998
                                                   ------------
Ending Cash Balance                                     ($15,145)
                                                   ============

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

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



SEA CONTAINERS: Post-Confirmation Report for December 2008 Period
-----------------------------------------------------------------
Sea Containers Ltd. filed with the U.S. Bankruptcy Court for the
District of Delaware its Post Confirmation Summary Report for the
period ended December 31, 2008:

                     Sea Containers, Ltd.
               Post Confirmation Summary Report
                   Ending December 31, 2008

Beginning Cash Balance                               $39,361,529

All receipts received by the Debtor

  Cash Sales                                                  -
  Interest income                                        37,238
  SC Group cash repatriation                         13,299,817
  Foreign exchange                                   (2,716,881)
  Inter company banking sweep                         2,077,983
                                                   ------------
Total of cash received                                12,698,157
                                                   ------------
Total of cash available                               52,059,686

  Less all disbursements or payments
  made by the Debtor:

  Disbursements made under the plan, excluding                -
  the admin claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the                 8,596,146
  ordinary course
                                                   ------------
Total Disbursements                                    8,596,146
                                                   ------------
Ending Cash Balance                                  $43,463,540
                                                   ============

                 Sea Containers Services, Ltd.
               Post Confirmation Summary Report
                   Ending December 31, 2008

Beginning Cash Balance                                  ($15,145)

All receipts received by the Debtors:
  Collection of accounts receivable                           -
  Tax refunds                                                 -
  SC Group cash repatriation                          3,759,189
  Foreign exchange                                       10,531
  Inter company banking sweep                        (2,077,983)
                                                   ------------
Total of cash received                                 1,691,737
                                                   ------------
Total of cash available                                1,676,592

Less all disbursements or payments
made by the Debtor:

  Disbursements made under the plan, excluding                -
  the admin. claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the                 1,603,376
  ordinary course
                                                   ------------
Total Disbursements                                    1,603,376
                                                   ------------
Ending Cash Balance                                      $73,216
                                                   ============

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

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


SEA CONTAINERS: Post-Confirmation Report for March 2009 Period
--------------------------------------------------------------
Sea Containers Ltd. filed with the U.S. Bankruptcy Court for the
District of Delaware its Post Confirmation Summary Report for the
period ended March 31, 2009:

                     Sea Containers, Ltd.
               Post Confirmation Summary Report
                     Ending March 31, 2009

Beginning Cash Balance                               $43,463,540

All receipts received by the Debtor
  Repayment of loan note to Seaco Ltd.              (17,306,000)
  Net reimbursement of costs - Seaco Ltd.             1,239,851
  Settlement of GE SeaCo balances                       274,800
  Interest income                                        16,167
  Sale of Debtors assets                                572,554
  SC Group cash repatriation                         41,621,552
  Foreign exchange                                     (466,926)
  Inter company banking sweep                        (2,143,843)
                                                   ------------
Total of cash received                                23,808,155

Total of cash available                               67,271,695

  Less all disbursements or payments
  made by the Debtor:

  Disbursements made under the plan, excluding        6,285,191
  the admin claims of bankruptcy professionals

  Disbursements made pursuant to the                 13,213,000
  admin. claims of bankruptcy professionals

  Debtor in possession loan repayment                24,828,483

  All other disbursements made in the                 4,498,990
  ordinary course
                                                   ------------
Total Disbursements                                   48,825,664
                                                   ------------
Ending Cash Balance                                  $18,446,031
                                                   ============

                 Sea Containers Services, Ltd.
               Post Confirmation Summary Report
                     Ending March 31, 2009

Beginning Cash Balance                                   $73,216

All receipts received by the Debtors:
  SCSL cash repatriation to SCL                      (4,496,365)
  SC Group cash repatriation to SCSL                  4,496,365
  Tax refunds                                           274,574
  Pension Schemes Equalization payments                (921,283)
  Foreign exchange                                         (459)
  Inter company banking sweep                         2,143,843
                                                   ------------
Total of cash received                                 1,496,675

Total of cash available                                1,569,891

Less all disbursements or payments
made by the Debtor:

  Disbursements made under the plan, excluding                -
  the admin. claims of bankruptcy professionals

  Disbursements made pursuant to the                          -
  admin. claims of bankruptcy professionals

  All other disbursements made in the                 1,477,584
  ordinary course
                                                   ------------
Total Disbursements                                    1,477,584
                                                   ------------
Ending Cash Balance                                      $92,307
                                                   ============

                     About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provided passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company had regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  Through its GNER subsidiary, Sea Containers
Passenger Transport operated Britain's fastest railway, the Great
North Eastern Railway, linking England and Scotland.  It also
conducts ferry operations, serving Finland and Estonia as well as
a commuter service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors and the Financial Members Sub-Committee of the Official
Committee of Unsecured Creditors of Sea Containers Ltd. were
represented by William H. Sudell, Jr., Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP.  Sea
Containers Services, Ltd.'s Official Committee of Unsecured
Creditors was represented by attorneys at Willkie Farr & Gallagher
LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083 as of its bankruptcy filing.

Sea Containers Ltd., Sea Containers Services Ltd., and Sea
Containers Caribbean, Inc., notified the Court and parties-in-
interest on February 11, 2009, that their Fourth Amended Joint
Plan of Reorganization became effective.

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


SENDTC INC: Seeks Court Approval on Sale to PHIDS Inc.
------------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that SendTec
Inc. has asked the U.S. Bankruptcy Court for the Middle District
of Florida to approve the Company's sale to PHIDS Inc.

According to Business Journal, PHIDS was formed on June 10, 2009,
specifically to acquire SendTec.  Court documents say that PHIDS
would acquire SendTec's assets for $900,000 in cash, the best
offer SendTec said it has.  According to court documents, SendTec
could face liquidation under Chapter 7 without the sale.

Business Journal relates that under the purchase agreement with
PHIDS, SendTec will change its name, even in bankruptcy papers, so
that PHIDS could continue the Company under that brand if it
chooses.

The sale to PHIDS could be terminated if it isn't closed within
the next month, Business Journal states.

SendTec, according to Business Journal, said that one of its
clients, Oasis Legal, cancelled its contract with the Company when
it heard about the bankruptcy filing.  The report quoted SendTec
as saying, "The result may be a cascading event where other
clients leave believing SendTec will not survive.  A quick sale is
necessary to maintain value for creditors."

Based in St. Petersburg, Florida, SendTec, Inc., is a customer
acquisition ad agency with expertise in multi-channel integrated
direct marketing.

The Company filed for Chapter 11 bankruptcy protection on June 15,
2009 (Bankr. M.D. Fla. Case No. 09-12519).  John D. Goldsmith,
Esq., at Trenam, Kemker, Scharf, et al, assists the Company in its
restructuring efforts.  The Company listed $3,708,396 in assets
and $17,363,732 in debts.


SHOPPES AT SILVER: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Dan Miller at The Patriot-News reports that the Shoppes at Silver
Spring, LP, has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Middle District of Pennsylvania.

According to The Patriot-News, Shoppes at Silver Spring faces a
July 1 forced sale in Cumberland County Court to satisfy a
$4.47 million debt owed to M&T Bank.

The bankruptcy filing shouldn't have any impact on Shoppes at
Silver Spring's two remaining tenants, The Patriot-News states,
citing Robert Chernicoff, who assists Shoppes at Silver Spring in
its restructuring efforts.

Shoppes at Silver Spring, LP, is a shopping center in Carlisle,
Pennsylvania.


SIMTROL INC: Files Amendment to Specification of Shares Issued
--------------------------------------------------------------
Simtrol, Inc. filed with the Securities and Exchange Commission an
amendment to provide additional specification regarding the shares
issued.

On May 29, 2009, the Company completed the sale of $562,250 of
Participation Interests in a secured master promissory note and
5-year warrants to purchase 3,000,000 shares of common stock at an
exercise price of $0.375 per share to accredited private
investors.

The net proceeds of this offering will be used for working capital
and general corporate purposes.  Important terms of the Master
Note include:

   -- The Master Note bears interest at the rate of 22% per annum,
      is payable 6 months from the issue date and can be pre-paid
      at any time.  Accrued interest is payable in cash on the
      Maturity Date.

   -- The Maturity Date of the Master Note may be extended by the
      Company for two 30-day periods.  If the Company elects to
      extend the Maturity Date, the Company will pay a 5%
      Extension Fee at the conclusion of each 30-day Extension
      Period, payable at the option of the Company in cash or the
      Company's common stock.  By way of example, if the
      outstanding balance of the Master Note is $22,500, the
      Company would pay an Extension Fee of $1,125.  If the
      Extension fee is paid in common stock, the common stock will
      be deemed to have a value per share equal to the greater of
      $0.375 or the 10-day simple average of closing prices on the
      Over The Counter Bulletin Board for the 10 trading days
      preceding the date the payment is due.

   -- The Master Note is secured by all of the Company's cash and
      cash equivalents, accounts receivable, prepaid assets, and
      equipment.  The Master Note and Participation Interests will
      be convertible into equity securities on these terms:

      -- If the Company closes a Qualifying Next Equity Financing
         before the Maturity Date, the then-outstanding balance of
         principal and accrued interest on the Master Note will
         automatically convert into shares of the Next Equity
         Financing Securities the Company issues.  Next Equity
         Financing Securities means the type and class of equity
         securities that the Company sells in a Qualifying Next
         Equity Financing or a Non-Qualifying Next Equity
         Financing.  If the Company sells a unit comprising a
         combination of equity securities, then the Next Equity
         Financing Securities shall be deemed to constitute that
         unit.  Upon conversion, the Company would issue that
         number of shares of Next Equity Financing Securities
         equal the quotient obtained by dividing the then-
         outstanding balance of principal and accrued interest on
         the Master Note by the price per share of the Next Equity
         Financing Securities.

      -- If the Company closes a Non-Qualifying Next Equity
         Financing before the Maturity Date, the then-outstanding
         balance of principal and accrued interest represented by
         a Participation Interest can be converted, at the option
         and election of the investor, into shares of the Next
         Equity Financing Securities the Company issues.

      -- A Qualifying Next Equity Financing means the first bona
         fide equity financing or series of related equity
         financing transactions, occurring subsequent to the date
         of issue of the Master Note in which the Company sells
         and issues any securities for total consideration
         totaling not less than $2.0 million in the aggregate,
         including the principal balance and accrued but unpaid
         interest to be converted on all its outstanding
         Participation Interests in the Master Note, at a price
         per share for equivalent shares of common stock that is
         not greater than $0.375 per share.

      -- A Non-Qualifying Next Equity Financing means that the
         Company completes a bona fide equity financing but fails
         to raise total consideration of at least $2.0 million, or
         the price per share for equivalent shares of common stock
         is greater than $0.375 per share.

      -- At any time prior to payment in full of this Note, an
         Investor may convert all, but not less than all, of the
         Investors interest in this Note into that number of
         Series C Preferred Stock Units equal to (A) the principal
         balance plus accrued but unpaid interest hereunder due
         and payable to the investor in accordance with such
         Investor's Participation Interest, divided by (B) $750.0.
         Each Series C Preferred Stock Unit comprises one share of
         its Series C Convertible Preferred Stock and detachable
         five-year warrants to acquire 2,000 shares of its common
         stock at an exercise price of $0.375 per share.

The Investor Warrants have a term ending on the earlier to occur
of (i) the fifth anniversary of the Investor Warrant issue date;
or (ii) the closing of a change of control event.  The Investor
Warrants will have a cashless exercise feature and anti-dilution
provisions that adjust both the exercise price and quantity if
subsequent equity offerings are completed where Simtrol issues
common stock at a lower effective price per share than the
exercise price.

                        About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/-- is a developer of software that
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.

                       Going Concern Doubt

On March 27, 2009, Marcum & Kliegman LLP in New York City raised
substantial doubt about Simtrol Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.

As of March 31, 2009, the Company had cash and cash equivalents
totaling $389,003 and working capital of $258,961.  Since
inception, the Company has not achieved a sufficient level of
revenue to support its business and incurred a net loss of
$882,733 and used net cash of $595,501 in operating activities
during the three months ended March 31, 2009.  The Company will
require additional funding to fund its development and operating
activities during the second quarter of 2009.  If no source of
additional cash is available to the Company, then the Company
would be forced to significantly reduce the scope of its
operations or possibly seek court protection from creditors or
cease business operations altogether.


SINCLAIR BROADCAST: Moody's Cuts Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Sinclair Broadcast Group,
Inc.'s Corporate Family Rating to B3 from B1, the Probability of
Default Rating to Caa1 from B1, and the speculative grade
liquidity rating to SGL-4 from SGL-3.  Associated debt ratings
were lowered as detailed below and LGD assessments were updated to
reflect the current debt mix and the above average family recovery
rate as currently forecast and implied by the one notch
differential between the CFR and PDR.  The rating outlook is
negative.

Moody's has taken these rating actions:

Downgrades:

Issuer: Sinclair Broadcast Group, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to Caa1 from B1

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

  -- 4.875% Senior Convertible Notes, Downgraded to Caa2, LGD4 -
     59% from B3, LGD5 - 78%

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD1
     - 5% from Ba1, LGD2 - 12%

  -- 8% Senior Subordinated Notes, Downgraded to B3, LGD3 - 31%
     from B1, LGD4 - 52%

The downgrades and SGL-4 speculative-grade liquidity rating
reflect the refinancing risk associated with Sinclair's remaining
$294 million 3.0% convertible senior notes due 2027 and
$144 million 4.875% convertible senior notes due 2018 that are
putable to the company in May 2010 and January 2011, respectively.
In Moody's opinion, there is a high likelihood that note holders
will exercise their put rights given that Sinclair's current stock
price (approximately $2 per share) is well below the notes' per
share conversion price (both exceeding $20).  Moody's believes
that Sinclair's internal cash resources and external sources of
committed capital are not sufficient to meet the put obligations,
creating reliance on new external financing or modifications to
the terms of the putable notes.  Moody's expects that Sinclair
would seek to repurchase the convertible notes at a discount to
par if new external financing is obtained.  Sinclair's internal
cash sources consist of a modest cash balance (approximately
$11 million as of 3/31/09) and free cash flow, whi ch Moody's
projects will be approximately $60-65 million in 2009.  Sinclair's
external sources of committed capital consist of limited
availability under Sinclair Television Group, Inc.'s $175 million
revolving credit facility (approximately $48 million of unused
capacity as of 3/31/09).

Sinclair indicated in its first quarter earnings conference call
that it is working with the convertible note holders to reach a
solution.  However, Moody's is concerned that the current weak
credit and advertising environment and Moody's projection that the
company's debt-to-EBITDA leverage will be elevated in FY 2009
(exceeding 8x incorporating Moody's standard adjustments) will
make it challenging to refinance or, if successful, result in a
significant increase in cash interest costs and a need to amend
loan covenants if new debt is issued at STG.  In Moody's view,
such additional interest costs would weaken free cash flow
generation and make it more difficult for Sinclair to meet the
continued step-ups in required term loan amortization in 2010 and
2011 and to address the maturity of the rest of its capital
structure by the end of 2012.  The one notch differential between
Sinclair's CFR and PDR reflects the heightened risk of a default
or a transaction that could be deemed a distressed exchange.

The negative rating outlook reflects the elevated refinancing risk
related to the put obligations and term loan amortization over the
next several years, and the potential that a refinancing would
materially increase cash interest costs.

The last rating action was on January 29, 2009 when Moody's
downgraded Sinclair's CFR and PDR each to B1 from Ba3, its
speculative grade liquidity rating to SGL-3 from SGL-1, and its
senior convertible notes to B3 from B1, and lowered STG's credit
facility rating to Ba1 from Baa3 and its senior subordinated notes
to B1 from Ba3.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 television stations in 35 markets.
Sinclair generated revenue of approximately $723 million for the
trailing twelve months ended March 31, 2009.


SMITTY'S BUILDING: Court Confirms Chapter 11 Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia in
Alexandria has signed an order confirming Smitty's Building Supply
Inc.'s Chapter 11 plan, Bloomberg's Bill Rochelle reports.
Smitty's, according to the report, has exit financing from Bank
of America N.A. consisting of a $9.5 million term loan and a
$5 million revolving credit that refinances pre-bankruptcy debt
and loans to finance the reorganization.

To pay off claims, the Company is selling real property in
Alexandria.  Mr. Rochelle relates that the first $7.5 million goes
to the bank and the next $300,000 to a trust for unsecured
creditors, with everything over $7.8 million earmarked for the
bank.  The Smith family retains ownership by giving the trust
$125,000 cash and a $250,000 note.  Unsecured creditors, with
claims totaling $4.2 million, will be paid with money from the
trust.

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.


SOUTHWEST ACADIA: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southwest Acadia Water Corporation
        P.O. Box 719
        Morse, LA 70559

Bankruptcy Case No.: 09-50798

Chapter 11 Petition Date: June 16, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: H. Kent Aguillard, Esq.
                  P.O. Drawer 391
                  Eunice, LA 70535
                  Tel: (337) 457-9331
                  Email: kaguillard@yhalaw.com

Total Assets: $3,024,745

Total Debts: $2,963,370

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

          http://bankrupt.com/misc/lawb09-50798.pdf

The petition was signed by Sheila Godeaux, president of the
Company.


SPECTRUM BRANDS: U.S. Trustee Fails to Name Creditors' Committee
----------------------------------------------------------------
The United States Trustee for the Western District of Texas
informed the Bankruptcy Court that it was unable to appoint an
Official Committee of Unsecured Creditors in the Spectrum Brands,
Inc. Chapter 11 cases.

The U.S. Trustee said it contacted unsecured creditors, but too
few creditors expressed an interest in being appointed to the
Creditors' Committee.

An Official Committee of Equity Security Holders has been
appointed in the cases in March 2009.

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)


STAR TRIBUNE: Reaches Tentative Pact With Teamsters Union
---------------------------------------------------------
Jackie Crosby at StarTribune.com reports that The Minneapolis Star
Tribune has reached a tentative agreement with the Teamsters union
that represents the Company's drivers.

As reported by the Troubled Company Reporter on June 10, 2009,
Star Tribune and the drivers' union put off, for a second time,
the hearing to terminate what the newspaper called a "critically
underfunded" multi-employer pension plan.  The new hearing date
for the pension fund is June 22.  The Teamsters union had
threatened to strike if Star Tribune Holdings Corp. is permitted
to reject its collective bargaining agreement with unionized
drivers.

Star Tribune, according to StarTribune.com, said that its lenders
-- owed about $400 million --wouldn't agree to exchange their debt
for equity if the Company faced pension liabilities.

StarTribune.com relates that Local 638 -- which represents almost
158 full-time equivalent workers -- is also scheduled to vote on
the proposal on June 17.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the U.S. state of Minnesota and published seven days each week
in an edition for the Minneapolis-Saint Paul metropolitan area.
The Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2, selected seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  Scott Cargill, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC, represents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$100 million and $500 million each.

                             *   *   *

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


SWOLEN LLC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Swolen, LLC
        1900 Ridge Crest Road
        Prescott, AZ 86305

Bankruptcy Case No.: 09-13387

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: Pernell W. Mcguire, Esq.
                  Mcguire Gardner, PLLC
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@mcguiregardner.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/azb09-13387.pdf

The petition was signed by Tom Tillery.


TARRAGON CORP: Court Approves KEIP for 8 Dallas Employees
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Tarragon Corp., et al., to pay incentible bonuses to
eligible employees in the amount of 15% of the eligible employees'
respective annual gross salaries on the earlier of the (i)
cessation of the Debtor's operations in Dallas, Texas or
(ii) 30 days following confirmation of the Debtors' Chapter Plan,
subject to the eligible employees' continued employment with the
Debtors through that date.

As reported in the Troubled Company Reporter on June 1, 2009,
Tarragon Corporation sought the Bankruptcy Court's approval to
implement a key employee incentive program for eight specific
employees stationed in the Dallas, Texas office.

The aggregate amount of the incentive bonuses is approximately
$100,000.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TLC VISION: Former CEO to Receive $1-Mil. in Severance Payments
---------------------------------------------------------------
TLC Vision Corporation and James C. Wachtman, the former chief
executive officer of the Company, entered into a Separation and
Release Agreement.

The Agreement sets forth the terms and conditions of
Mr. Wachtman's resignation from the Company and the Company's
board of directors which occurred on April 23, 2009.

The Agreement provides that in consideration for Mr. Wachtman's
agreement to release any claims he may have against the Company
and other related parties and his agreeing to be bound by certain
covenants, including without limitation, covenants not to compete
with the Company or to solicit the Company's employees, key
advisors, consultants, independent contractors, clients and
customers for a period of 2 years after the Resignation Date, and
subject to Mr. Wachtman's not exercising his right to revoke the
Agreement:

   -- Mr. Wachtman is entitled to receive severance payments in an
      amount equal to the sum of (a) $913,000 in accordance with
      the Employment Agreement between the Company and
      Mr. Wachtman, dated May 15, 2002, and (b) an additional
      severance amount of $100,000;

   -- In accordance with the Employment Agreement, on the
      Resignation Date all of Mr. Wachtman's outstanding stock
      options to purchase shares of the Company's common stock
      became fully vested and are exercisable by Mr. Wachtman for
      their entire term.  In addition, any stock options that
      would have expired during a blackout period imposed by the
      Company on Mr Wachtman's ability to exercise his stock
      options will be exercisable during the 10 day period after
      the date the Company lifts the blackout period;

   -- in accordance with the Employment Agreement and subject to
      his timely election of COBRA continuation under the
      Employer's group health and dental plans, for a period
      ending on the earlier of 24 months after the Resignation
      Date or his becoming eligible for medical and dental
      benefits from a subsequent employer, the Employer will pay
      to Mr. Wachtman monthly payments in an amount equal to 100%
      of the premium for the COBRA coverage for the applicable
      month; and

   -- the Company, on behalf of itself and other related parties,
      agreed, subject to certain exceptions, to release any causes
      of action it had relating to Mr. Wachtman's employment with,
      and termination from, the Company.

A full-text copy of the SEPARATION AND RELEASE AGREEMENT is
available for free at http://ResearchArchives.com/t/s?3def

                       About TLC Vision

Based in St. Louis, Missouri, TLC Vision Corporation (NASDAQ:TLCV;
TSX:TLC) -- http://www.tlcv.com/and http://www.tlcvision.com/--
is North America's premier eye care services company, providing
eye doctors with the tools and technologies needed to deliver
high-quality patient care.  TLCVision maintains leading positions
in Refractive, Cataract and Eye Care markets.

At March 31, 2009, the Company's balance sheet showed total assets
of $149.9 million and total liabilities of $170.2 million,
resulting in a stockholders' deficit of $20.3 million.


TRANS READ: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trans Read Warehouse, Inc.
        7035 West 65th Street
        Bedford Park, IL 60638

Bankruptcy Case No.: 09-21854

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: Adam B. Goodman, Esq.
                  Goodman Law Offices
                  105 West Madison Street, Suite 400
                  Chicago, IL 60602
                  Tel: (312) 238-9592
                  Fax: (312) 264-2535
                  Email: adam@thegoodmanlawoffices.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
3 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ilnb09-21854.pdf

The petition was signed by Dennis Pizak, president of the Company.


TRUMP ENTERTAINMENT: Donald Trump Submits Offer to Acquire Firm
---------------------------------------------------------------
Beth Jinks at Bloomberg News reports that Donald Trump has
submitted a plan to acquire Trump Entertainment Resort, Inc.

Trump Entertainment said in a statement that Mr. Trump proposed a
debt restructuring that would return him as the Company's owner.
According to Bloomberg, Trump Entertainment has until August 3 to
submit a restructuring plan to the U.S. Bankruptcy Court for the
District of New Jersey.

Bloomberg relates that Mr. Trump left the Trump Entertainment
board in February 2009 when he disagreed with bondholders'
decisions, including their rejection of a buyout offer he made.
He said at that time that he was cutting ties with Trump
Entertainment, according to the report.  Days after Mr. Trump's
departure, Trump Entertainment filed for bankruptcy, the report
states.

Court documents say that the Court extended Trump Entertainment's
exclusivity period through August 3, barring anyone else from
submitting a plan of reorganization for the Company until then.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


VINEYARD CHRISTIAN: Court Okays Bid Protocol; June 19 Auction Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on June 9, 2009, the motion of Jeffey I. Golden, the
Chapter 11 trustee for the bankruptcy estate of Vineyard Christian
Fellowship of Malibu, for the entry of an order (1) approving bid
procedures for the sale of the real property and personal property
located at 23825 Stuart Ranch Road, Malibu, Califonia, and (2)
approving the payment of a break-up fee to the City of Malibu.

Pursuant to the Court's order, the City of Malibu will be entitled
to a break-up fee of $300,000 to be paid from the proceeds of the
sale of the Property, in the event that the City is not the
successful bidder at the auction.

The auction and the hearing to consider approval of the sale of
the Property to the successful bidder at the auction will be held
on June 19, 2009, at 10:00 a.m.

A copy of the approved bid procedures is available at:

   http://bankrupt.com/misc/vineyard.approvedbidproedures.pdf

As reported in the Troubled Company Reporter on May 29, 2009, the
City of Malibu submitted a $15 million bid for Vineyard Christian
Fellowship of Malibu's Malibu Performing Arts Center.

According to the Malibu Times, Malibu is considering making MPAC
as its permanent city hall.

Malibu Times related that a January 2008 appraisal values MPAC at
$27.6 million.

Citing Malibu Mayor Andy Stern, Malibu Times reported that the
City believes that $15 million "is a very fair price for the
purchase of a building that will become Malibu's city hall.  If
the City is the successful bidder at the auction, the City will
issue certificates of participation to fund the purchase."

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekval & Strok, LLP,
represents the Chapter 11 trustee as counsel.  In its schedules,
the Debtor listed total assets of $34,344,046 and total debts of
$18,670,082.


VINTAGE AT THE MESA: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vintage At The Mesa, Inc.
        18401 Von Karman Avenue
        Irvine, CA 92612

Bankruptcy Case No.: 09-15845

Chapter 11 Petition Date: June 15, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Gabriel I. Glazer, Esq.
                  Jeffrey C. Krause, Esq.
                  1901 Avenue of the Stars, Ste 1200
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788
                  Email: gglazer@stutman.com

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

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

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

          http://bankrupt.com/misc/cacb09-15845.pdf

The petition was signed by Matthew K. Osgood, chief executive
officer and sole director of the Company.


VRAD INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: VRAD Investments, LLC, Debtor
        5110 N. Central Avenue, Suite 200
        Phoenix, AZ 85012

Bankruptcy Case No.: 09-13433

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: Robert J. Berens, Esq.
                  Mann, Berens & Wisner, Llp
                  3300 N. Central Ave., #2400
                  Phoenix, AZ 85012
                  Tel: (602) 258-6200
                  Fax: (602) 258-6212
                  Email: rberens@mbwlaw.com

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

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

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

The petition was signed by Armando Delgadillo, manager and member
of the Company.


WASHINGTON COUNTY: Will File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Business First of Louisville reports that Washington County
Memorial Hospital will file for Chapter 11 bankruptcy protection.

Joe Roche, interim president of Washington County Memorial
Hospital and administrator of St. Vincent Jennings Hospital, said
in a statement, "The filing of bankruptcy protection sustains the
viability of the hospital.  This move ensures continued service,
and no disruption of care to Washington County patients, families
and surrounding communities."

According to Business First, Washington County Memorial is trying
to reorganize its finances and negotiate an operating agreement
with a new partner.  Washington County Memorial said in a
statement that Critical Access Health Services Corp. has signed an
agreement with St. Vincent Health to provide management services
during the reorganization process.

Business First relates that Washington County Memorial was
negotiating with St. Vincent Health in November 2008 about
becoming a St. Vincent affiliate hospital.

Washington County Memorial said in a statement that it is also
exploring a long-term management deal with St. Vincent Health or
another health care entity.

Washington County Memorial Hospital is based in Salem, Indiana.


WATERFORD CUSTOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Waterford Custom Homes, Inc.
        11390 Amber Hills Ct.
        Fairfax, VA 22033

Bankruptcy Case No.: 09-14807

Chapter 11 Petition Date: June 16, 2009

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

Debtor's Counsel: John Paul Forest II, Esq.
                  11350 Random Hill Rd., Suite 700
                  Fairfax, VA 22030
                  Tel: (703) 691-4940
                  Email: j.forest@stahlzelloe.com

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

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

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

          http://bankrupt.com/misc/vaeb09-14807.pdf

The petition was signed by Michael I. Iacovacci II, president of
the Company.


WCI COMMUNITIES: Plan Filing Period Extended to June 30
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
WCI Communities Inc., et al.'s exclusive period to propose a plan
until June 30, 2009, and their exclusive period to solicit
acceptances thereof to August 31, 2009.

On June 8, 2009, WCI Communities, Inc. filed a Plan of
Reorganization and related Disclosure Statement for the Company
and approximately 130 of its wholly owned subsidiaries with the
Bankruptcy Court.

As reported in the Troubled Company Reporter on June 10, 2009,
under the Plan, the Company's senior secured lenders will receive
new first lien debt in the aggregate amount of $450 million, which
includes a $150 million payment-in-kind (PIK) component and an
initial 95% equity stake in the reorganized company.  The
remaining 5% would be shared by the Company's unsecured creditors.
The unsecured creditors' share would begin to increase when the
new debt is fully retired and would reach a maximum of 35% after
the secured lenders have received payments that are equivalent to
the amount currently owed to them (approximately $770 million).

The court will consider the adequacy of the information contained
in the Disclosure Statement on July 17, 2009.

As reported in the Troubled Company Reporter on April 22, 2009,
the Debtors' counsel, Jeffrey M. Schlerf, Esq., at Fox Rothschild,
in Wilmington, Delaware, related that the critical issues have now
been framed and are in the process of being plumbed.  He added
that this process is ongoing and in the Debtors' view, if
permitted to continue with a modest extension of exclusivity, will
maximize the likelihood of a largely consensual plan.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No. 08-
11643 through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton,
Esq., and Linda M. Leali, Esq., at White & Case LLP, in Miami,
Florida, represents the Debtors as counsel.  Eric Michael Sutty,
Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP,
represent the Debtors as Delaware counsel.  Lazard Freres & Co.
LLC is the Debtors' financial advisor.  Epiq Bankruptcy Solutions
LLC is the claims and notice agent for the Debtors.  The U.S.
Trustee for Region 3 appointed five creditors to serve on an
official committee of unsecured creditors.  Daniel H. Golden,
Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the committee in these cases.
When the Debtors filed for protection from their creditors, they
listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.


WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes to 'CCC-' from 'SD' (selective
default).  The outlook is negative.  At the same time, S&P raised
S&P's ratings on the company's senior unsecured notes to 'CC' from
'D'.  The recovery rating on these securities remains '5',
indicating S&P's expectation for a modest (10%-30%) recovery in
the event of default.

"The upgrades follow our review of William Lyon's capital
structure with adjustments for the recent tender for some of its
notes," said Standard & Poor's credit analyst James Fielding.  "We
viewed the below-par exchange as tantamount to default given the
distressed financial condition of the company.  S&P's 'CCC-'
corporate credit rating on the company reflects S&P's view that
the company remains highly leveraged on a pro forma basis, as well
as our expectations that covenant pressures will heighten if
operating losses continue to mount."

The negative outlook acknowledges S&P's expectation for very weak
profitability in the intermediate term due to continued weak
demand and lower home prices.  These conditions preclude
consideration of a stable outlook at this time.  S&P would lower
its corporate credit rating to 'CC' if William Lyon's tangible net
worth covenant cushion erodes materially as a consequence of
operating losses and/or inventory impairments.  S&P would also
lower its rating if the company undertakes additional distressed
debt redemptions.


WR BERKLEY: Moody's Assigns 'Ba1' Initial Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings
(provisional senior unsecured debt at (P)Baa2), to W.R. Berkley
Corporation's multi-seniority shelf registration statement filed
by the company on November 26, 2008.  This new shelf registration
statement replaces W.R. Berkley's previous shelf registration
statement filed on September 23, 2005.  The company maintains its
shelf registration statement for general corporate purposes, which
may include reduction of short-term borrowings, stock repurchases,
expansion of its net underwriting capacity and acquisitions.  The
outlook for the ratings is stable.

The registration statement includes various classes of debt and
preferred stock issuable by W.R. Berkley and W.R. Berkley Capital
Trust III (as well as common stock and warrants by W.R. Berkley).
Any issuance from W.R. Berkley Capital Trust III would be fully
and unconditionally guaranteed by W.R. Berkley.

Moody's has assigned provisional debt ratings to securities that
may be issued under W.R. Berkley's shelf registration statement:

  -- W.R. Berkley Corporation: provisional senior unsecured debt
     at (P)Baa2; provisional subordinated and junior subordinated
     debt at (P)Baa3; provisional preferred stock at (P)Ba1;

  -- W.R. Berkley Capital Trust III: provisional preferred
     securities at (P)Baa3.

Moody's will withdraw the provisional ratings previously assigned
to W.R. Berkley's shelf registration that has been replaced by the
new shelf.

Based in Greenwich, CT, W. R. Berkley Corporation is an insurance
holding company that conducts business in many segments of the
property & casualty insurance market through its operating
subsidiaries.  For the full year 2008, W. R. Berkley reported net
premiums written of $4.0 billion and net income of $281 million.
For the first quarter of 2009, the company reported net premiums
written of $1.0 billion and a net loss of $20 million.  As of
March 31, 2009, shareholders' equity was approximately
$3.1 billion.

Moody's last rating action on W.R. Berkley occurred on
September 9, 2008, when Moody's affirmed the group's debt and
insurance financial strength ratings.

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


ZILA INC: Posts $1.4 Million Net Loss in Quarter ended April 30
---------------------------------------------------------------
Zila Inc. disclosed in a filing with the Securities and Exchange
Commission its financial results for quarter ended April 30, 2009.

Zila Inc.'s balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

For three months ended April 30, 2009, the Company incurred net
loss of $1,485,124 compared with net loss of $4,444,993 for the
same period in the previous year.

For the nine months ended April 30, 2009, the Company posted net
loss of $29,540,151 compared with net loss of $14,036,063 for the
same period in the previous year.

                  Liquidity and Capital Resources

Historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

As of April 30, 2009, the Company's primary sources of liquidity
included cash and cash equivalents of $3.1 million compared to
$4.5 million as of July 31, 2008.  The Company's working capital
was negative $5.3 million as of April 30, 2009, compared to
$6.6 million as of July 31, 2008.  The decrease in working capital
relates to its decreased cash and receivable balances and the
reclassification of its senior secured convertible notes to
current liabilities, offset by a decline in accounts payable and
other accrued expenses.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and Jan. 31, 2009, which have not been made as of
the date of this filing.  The failures to make these payments are
events of default under its senior secured convertible notes.
Upon an event of default, the senior secured convertible notes
bear interest at a default rate of 15.0% per annum.  Although the
Company has not received a notice of default or acceleration from
the note holders as of the date of this filing, which is required
prior to any of the principal amount becoming due and payable as a
result of the default, the Company has reclassified the senior
secured convertible notes to current liabilities.  Pursuant to the
Note Purchase Agreement, the holders of the Senior Secured
Convertible Notes have agreed not to exercise their remedies under
the notes unless and until the note purchase agreement is
terminated.  However, there can be no assurance that the current
or future note holders will not accelerate amounts due under the
senior secured convertible Notes and proceed against their
collateral.

In the event of acceleration, the Company would likely be forced
to file for protection under Chapter 11 of the Federal Bankruptcy
Code or liquidate the Company under Chapter 7 of the Federal
Bankruptcy Code, which would likely result in its common stock
becoming worthless.  The Company anticipates it will need to
refinance its senior secured convertible notes by their due date
of July 31, 2010.  As of April 30, 2009, there were $1.1 million
of unamortized debt issue costs and $2.2 million of debt discounts
relative to the senior secured convertible notes.

A full-text copy of the 10Q filing is available for free at
http://ResearchArchives.com/t/s?3df1

                          About Zila Inc.

Based in Scottsdale, Arizona, Zila Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  Zila manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.


* Factory Production and Wholesale Prices Make Record Lows
----------------------------------------------------------
According to Bill Rochelle at Bloomberg, factory output was down
1.1 percent in May, bringing plant utilization to 68.3 percent,
the lowest since records were first kept in 1967.  Factory
production was down 15 percent from May 2008, the largest drop
since 1946.  Wholesale prices fell 5 percent for the 12 months
ended in May, the biggest decline in 50 years.  Housing starts in
May increased to an annual rate of 532,000 units.


* Gov't Turns Down Auto Suppliers' Plea for Up to $10BB in Aid
--------------------------------------------------------------
Josh Mitchell at The Wall Street Journal reports that the
government has denied auto-part suppliers for up to $10 billion in
new aid.

According to WSJ, the government said that it shouldn't further
interfere in the industry's contraction.  WSJ quoted Neil De
Koker, president and chief executive of the Original Equipment
Suppliers Association, as saying, "They [the government] felt that
unless we see chaos or a disorderly situation arising where have
assembly-line shutdown due to lack of ability to get parts or
stuff like that, then we would relook at this situation, but that
at the present time we believe everything is working."

WSJ relates that auto suppliers had asked for the government to
guarantee $8 billion to $10 billion in loans, in addition to a
$5 billion support program that the administration put in place
earlier this year, so that banks will lend to the suppliers.
Citing trade groups, WSJ states that hundreds of suppliers could
collapse without further government aid as the bankruptcy filings
of General Motors Corp. and Chrysler LLP deepen the suppliers'
troubles.

WSJ says that parts suppliers are now turning their lobbying
efforts toward Congress.  WSJ relates that Sen. Sherrod Brown is
planning to propose a legislation that would "provide a new
funding source to help auto suppliers and other manufacturers
retool for the clean energy industry."  According to the report,
the plan has the support of business, environmental, and labor
leaders.


* Household Wealth Drops $1.3 Trillion in First Quarter
-------------------------------------------------------
Bloomberg's Bill Rochelle, citing a report by the Federal Reserve,
said that household wealth in the U.S. fell to $50.4 trillion in
the first quarter from $51.7 trillion in the fourth quarter.  The
$1.3 trillion decline was largely attributable to the drop in
stock and home prices.

According to Brian Blackstone at The Wall Street Journal, citing
the Fed's survey of consumer finances, released Thursday, average
net worth is estimated to have fallen 22.7% from 2007 until
October 2008.  The median, or midpoint, fell a more modest 17.8%,
suggesting declines were centered among wealthier families.

Mr. Blackstone notes the Fed survey itself actually only covered
2007.  However, Fed economists made projections through October of
last year based on changes in the Wilshire 5000 stock index and
home prices.


* ICSC Retail Bankruptcy Program in Atlantic City on July 10
------------------------------------------------------------
The International Council of Shopping Centers, Inc.'s Philadelphia
Next Generation Program, "Retail Bankruptcy: What you need to
Know", will be held on July 10, 2009, at 2:30 p.m. at the
Tropicana Casino & Resort, Atlantic City, New Jersey.

The program presents a panel of commercial real estate experts
discussing the principals of bankruptcy and how it affects
landlords, retailers, lenders, and others in the business.

Press registration is complimentary.  Those interested to
participate must contact Jesse Tron in ICSC's media relations
department to obtain press credentials.  He can be reached at 646-
728-3814 or jtron@icsc.org

All registrations, including fax registrations, must be received
at ICSC by 12:00 noon ET three business days before the meeting.
No refunds or cancellations will be given at any time.

As economies around the world have faltered over the last year,
thousands of retailers have been pushed to the brink of existence.
Weakened balance sheets burdened by tremendous amounts of debt,
coupled with a sharp decrease in consumer spending, has left many
iconic brands and businesses contemplating whether they have the
capital to continue operating.

Bankruptcy has become an increasingly realistic option for many of
these troubled companies.  Astute industry professionals are
realizing that in order to stay competitive they need to know far
more about this legal concept than they once thought.  A panel of
commercial real estate experts will be discussing the principles
of bankruptcy and how it affects landlords, retailers, lenders and
others in the business.  These groups will also discuss how they
successfully adapt to changes in bankruptcy laws to realize a
better result.

The ICSC educational, networking and mentoring program is
specifically designed for real estate professionals who are
seeking to develop their careers and build relationships in the
shopping center industry.  The Next Generation program offers
retail real estate professionals the unique opportunity to meet
and interact with their peers, share experiences, exchange ideas
and advice in an interactive yet relaxed environment.  Next
Generation is also open to seasoned professionals who wish to give
back to the industry.


* Standard & Poor's Says 2009 Defaults Already Higher Than 2008
---------------------------------------------------------------
The number of global weakest links decreased marginally to 290 as
of June 11, 2009, from 293 in May and a record high of 300 in
April 2009, said an article published June 16.  The article, which
is titled "Global Bond Markets' Weakest Links And Monthly Default
Rates (Premium)," says that the decline was largely attributable
to the sharp rise in defaults, many of which were weakest links.
This is a trend that likely will continue for some time.

Eroding credit quality leads to lower ratings and more entities
with negative outlooks or with ratings on CreditWatch with
negative implications as well as increased vulnerability to
default. The 290 weakest links have combined rated debt worth
$369.95 billion.  "By sector, media and entertainment, forest
products and building materials, and retail and restaurants were
the most vulnerable, with the highest concentrations of weakest
links," noted Diane Vazza, head of Standard & Poor's Global Fixed
Income Research Group.

Corporate defaults continue to rise rapidly in 2009, already
surpassing the number in all of 2008.  Through June 11, 2009, 152
issuers defaulted, affecting debt worth $387.31 billion.  By
comparison, 126 defaults were recorded in all of 2008, affecting
debt worth $433 billion.  Of the 152 defaults in 2009, 108 are
from the U.S., 29 are from emerging markets, seven are from
Europe, six are from Canada, and one each is from Australia and
Japan.  The U.S. also leads in the number of weakest links, with
209 of the 290 entities, or 72%. Weakest links are defined as
issuers rated 'B-' or lower with either a negative outlook or with
ratings on CreditWatch with negative implications, and they are at
greater risk of default.

Global Fixed Income Research:

    Diane Vazza
    New York
    (1) 212-438-2760
    diane_vazza@standardandpoors.com

Media Contact:

    Mimi Barker
    New York
    (1) 212-438-5054
    mimi_barker@standardandpoors.com

A June 12 report by S&P said that so far this year, 153 companies
defaulted on their debt or filed bankruptcy, compared with 126 for
all of 2008.  During the same period in 2008, defaulting companies
totaled 35.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Alberto Villarreal
      Maria Julia Higueros
   Bankr. C.D. Calif. Case No. 09-24455
      Chapter 11 Petition filed June 9, 2009
         See http://bankrupt.com/misc/cacb09-24455.pdf

In Re Gregory Thomas Greaves
       dba Huntsville Generator
      Deborah Kay Greaves
   Bankr. N.D. Ala. Case No. 09-82354
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/alnb09-82354.pdf

In Re El Reventon LLC
   Bankr. D. Ariz. Case No. 09-12809
      Chapter 11 Petition filed June 10, 2009
         Filed as Pro Se

In Re Kerri L. Beck
       aka KERRI L BECK DVM DACVR LLC AND COMPANION ANIMAL
   Bankr. D. Ariz. Case No. 09-12918
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/azb09-12918.pdf

In Re Timothy D. Finn
      Catherine E. DeMonte
   Bankr. C.D. Calif. Case No. 09-17077
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/cacb09-17077.pdf

In Re American Energy Savers, Inc.
   Bankr. D. Conn. Case No. 09-31536
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/ctb09-31536.pdf

In Re Aaron William Stachowiak
   Bankr. M.D. Fla. Case No. 09-12175
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/flmb09-12175.pdf

In Re Global One Financial Group, Inc.
   Bankr. M.D. Fla. Case No. 09-12176
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/flmb09-12176.pdf

In Re James D. Perkins
      Lana J. Perkins
   Bankr. M.D. Fla. Case No. 09-12178
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/flmb09-12178.pdf

In Re Maison Grande Condominium Association, Inc.
   Bankr. S.D. Fla. Case No. 09-21589
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/flsb09-21589.pdf

In Re Obie Blanton Taylor
      Colett Janel Taylor
   Bankr. E.D. Ky. Case No. 09-51847
      Chapter 11 Petition filed June 10, 2009
         Filed as Pro Se

In Re The Penny Pincher Pawn Shop, Inc.
   Bankr. M.D. La. Case No. 09-10833
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/lamb09-10833.pdf

In Re 950 N. River Street Building, LLC
       fka Garrett Nursery and Garden Center, LLC
   Bankr. E.D. Mich. Case No. 09-58350
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/mieb09-58350p.pdf
         See http://bankrupt.com/misc/mieb09-58350c.pdf

In Re JB Restaurants, LLC
       dba Indigo Joe's
           Indigo Joe's Sports Pub & Restaurant
   Bankr. W.D. Mo. Case No. 09-61270
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/mowb09-61270.pdf

In Re aj Moss, Inc.
   Bankr. D. N.H. Case No. 09-12153
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/nhb09-12153.pdf

In Re Luther M. Johnson, Jr.
      Tanya C. Johnson
   Bankr. D. N.J. Case No. 09-25071
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/njb09-25071.pdf

In Re Sherrie A. Ace
       aka Aces Unlimited LLC
       aka 141968067-EIN
   Bankr. D. Ore. Case No. 09-63027
      Chapter 11 Petition filed June 10, 2009
         Filed as Pro Se

In Re Philadelphia Media Holdings, LLC
   Bankr. E.D. Pa. Case No. 09-14315
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/paeb09-14315.pdf

In Re Todd Alan Fennell
   Bankr. W.D. Pa. Case No. 09-24342
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/pawb09-24342p.pdf
         See http://bankrupt.com/misc/pawb09-24342c.pdf

In Re Pilot Realty, LLC
   Bankr. D. R.I. Case No. 09-12287
      Chapter 11 Petition filed June 10, 2009
         Filed as Pro Se

In Re CabFixco, Inc.
       dba Metro Store Fixtures
   Bankr. N.D. Tex. Case No. 09-33682
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/txnb09-33682.pdf

In Re Real Comet, Inc.
   Bankr. W.D. Wash. Case No. 09-15659
      Chapter 11 Petition filed June 10, 2009
         See http://bankrupt.com/misc/wawb09-15659.pdf

In Re AND Sportswear, Inc.
   Bankr. C.D. Calif. Case No. 09-24592
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/cacb09-24592.pdf

In Re Wei Dong
      Yingzi Yan
   Bankr. C.D. Calif. Case No. 09-24627
      Chapter 11 Petition filed June 11, 2009
         Filed as Pro Se

In Re Wei Xu
      Le Du
   Bankr. C.D. Calif. Case No. 09-24637
      Chapter 11 Petition filed June 11, 2009
         Filed as Pro Se

In Re Legacy Park Master Homeowners' Association, Inc.
   Bankr. M.D. Fla. Case No. 09-12287
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/flmb09-12287.pdf

In Re Dream New Orleans Operating Company, Inc.
   Bankr. E.D. La. Case No. 09-11751
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/laeb09-11751.pdf

In Re Melvin's Truck Repair Center, LLC
   Bankr. D. Md. Case No. 09-20581
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/mdb09-20581p.pdf
         See http://bankrupt.com/misc/mdb09-20581c.pdf

In Re Cerro Benito, LLC
   Bankr. D. Nev. Case No. 09-19946
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/nvb09-19946.pdf

In Re Raymond Grant Riley
   Bankr. D. N.M. Case No. 09-12522
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/nmb09-12522.pdf

In Re Franchise Kings of Midtown, Inc.
   Bankr. S.D. N.Y. Case No. 09-13726
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/nysb09-13726.pdf

In Re The Cincinnati Cremation Company
   Bankr. S.D. Ohio Case No. 09-13699
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/ohsb09-13699.pdf

In Re DIXIE LEE BRASWELL
       aka DLB CONSTRUCTION, LLC
       aka ACI BULIDING GROUP, LLC
      LYNNE RENEE BRASWELL
   Bankr. M.D. Tenn. Case No. 09-06521
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/tnmb09-06521.pdf

In Re Timmy Wade Miller
       aka TIM W MILLER
   Bankr. M.D. Tenn. Case No. 09-06550
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/tnmb09-06550.pdf

In Re Great White Bait, LLC
   Bankr. W.D. Wash. Case No. 09-44152
      Chapter 11 Petition filed June 11, 2009
         See http://bankrupt.com/misc/wawb09-44152.pdf

In Re Stephen Pk Ho
   Bankr. S.D. Ala. Case No. 09-12689
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/alsb09-12689.pdf

In Re MARIO O. JIMENEZ
      LILIA JIMENEZ
   Bankr. D. Ariz. Case No. 09-13092
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/azb09-13092.pdf

In Re MATRIX FOREST PRODUCTS, INC.
   Bankr. D. Ariz. Case No. 09-13165
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/azb09-13165.pdf

In Re SouthArk EMS
   Bankr. W.D. Ark. Case No. 09-72917
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/arwb09-72917.pdf

In Re Tong Il Pak
   Bankr. C.D. Calif. Case No. 09-24760
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/cacb09-24760.pdf

In Re Radigonde Torres Peredo
       aka Radigonde Peredo Licudine
   Bankr. N.D. Calif. Case No. 09-31631
      Chapter 11 Petition filed June 12, 2009
         Filed as Pro Se

In Re Vall A. Youngberg
   Bankr. N.D. Ill. Case No. 09-21408
      Chapter 11 Petition filed June 12, 2009
         Filed as Pro Se

In Re Coastal Bay Properties, LLC
   Bankr. D. Maine Case No. 09-20874
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/meb09-20874.pdf

In Re Igor Prokopiw
   Bankr. D. Maine Case No. 09-20877
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/meb09-20877p.pdf
         See http://bankrupt.com/misc/meb09-20877c.pdf

In Re CRYSTAL DIANE SMITH
      ERIK CHARLES SMITH
   Bankr. D. Nev. Case No. 09-20096
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/nvb09-20096.pdf

In Re AM Operating Group LLC
       dba Merkato 55
   Bankr. S.D. N.Y. Case No. 09-13755
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/nysb09-13755.pdf

In Re Beltway Pizza, Inc.
   Bankr. E.D. Va. Case No. 09-14702
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/vaeb09-14702.pdf

In Re Empire Metal Recycling, Inc.
   Bankr. S.D. W.Va. Case No. 09-30461
      Chapter 11 Petition filed June 12, 2009
         See http://bankrupt.com/misc/wvsb09-30461.pdf

In Re Noemi Valdez Pinedo
      Margarito Alonso Pinedo
   Bankr. N.D. Calif. Case No. 09-54650
      Chapter 11 Petition filed June 13, 2009
         See http://bankrupt.com/misc/canb09-54650.pdf

In Re Paramjit S. Chawla
      Kitty Chawla
   Bankr. E.D. Calif. Case No. 09-32147
      Chapter 11 Petition filed June 14, 2009
         See http://bankrupt.com/misc/caeb09-32147.pdf

In Re David Shoes, Inc.
   Bankr. E.D. N.Y. Case No. 09-44985
      Chapter 11 Petition filed June 14, 2009
         See http://bankrupt.com/misc/nyeb09-44985.pdf

In Re Kessler Trucking, LLC
   Bankr. N.D. Ala. Case No. 09-41732
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/alnb09-41732.pdf

In Re Trinity Ministry of Helps, Inc.
   Bankr. E.D. Ark. Case No. 09-14193
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/areb09-14193.pdf

In Re Alfonso Medrano
   Bankr. C.D. Calif. Case No. 09-17284
      Chapter 11 Petition filed June 15, 2009
         Filed as Pro Se

In Re Gerald Lamont Myles
       aka GLM Enterprises
   Bankr. C.D. Calif. Case No. 09-24926
      Chapter 11 Petition filed June 15, 2009
         Filed as Pro Se

In Re Kullamandiri M. Shukla
   Bankr. C.D. Calif. Case No. 09-24942
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/cacb09-24942.pdf

In Re Presidential Limousine, LLC
   Bankr. S.D. Calif. Case No. 09-08409
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/casb09-08409.pdf

In Re Lawrence C. Potter
       aka Lawrence Charles Potter
   Bankr. D. Colo. Case No. 09-21590
      Chapter 11 Petition filed June 15, 2009
         Filed as Pro Se

In Re Diamond Gym LLC
   Bankr. N.D. Ill. Case No. 09-21581
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/ilnb09-21581.pdf

In Re One Source Recycling, Inc.
   Bankr. N.D. Ill. Case No. 09-72443
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/ilnb09-72443.pdf

In Re Hilltop Properties, LLC
   Bankr. D. Maine Case No. 09-20884
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/meb09-20884.pdf

In Re Jean J. Gilles
   Bankr. D. Mass. Case No. 09-15532
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/mab09-15532.pdf

In Re William McNeir Richmond
   Bankr. D. Mass. Case No. 09-15527
      Chapter 11 Petition filed June 15, 2009
         Filed as Pro Se

In Re Premier Sales, Inc.
   Bankr. E.D. Mich. Case No. 09-58793
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/mieb09-58793.pdf

In Re 244 Flatbush Avenue, LLC
   Bankr. E.D. N.Y. Case No. 09-44989
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/nyeb09-44989.pdf

   In Re 1700 Church Avenue Corp.
      Bankr. E.D. N.Y. Case No. 09-44991
         Chapter 11 Petition filed June 15, 2009
            See http://bankrupt.com/misc/nyeb09-44991.pdf

In Re DION DOLCE INC.
   Bankr. S.D. N.Y. Case No. 09-13839
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/nysb09-13839.pdf

In Re Kyle P. Harrington
   Bankr. S.D. N.Y. Case No. 09-13845
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/nysb09-13845.pdf

In Re New York Gifts & Gallery Discount Framing, Inc.
   Bankr. S.D. N.Y. Case No. 09-13835
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/nysb09-13835.pdf

In Re Emerson Street, LLC
   Bankr. D. Ore. Case No. 09-34627
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/orb09-34627.pdf

In Re GAMALIER GONZALEZ RIVERA
      SYBET MEDINA MARTINEZ
   Bankr. D. P.R. Case No. 09-04868
      Chapter 11 Petition filed June 15, 2009
         See http://bankrupt.com/misc/prb09-04868.pdf

In Re IVAN B. WEINSTEIN
      BRENDA S. WEINSTEIN
   Bankr. D. Ariz. Case No. 09-13430
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/azb09-13430.pdf

In Re KAREN M. RICHARD
   Bankr. D. Ariz. Case No. 09-13417
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/azb09-13417.pdf

In Re RITA REYNA PEDROZA
   Bankr. D. Ariz. Case No. 09-13332
      Chapter 11 Petition filed June 16, 2009
         Filed as Pro Se

In Re Fermin Pinpin Nazareno
      Criselda Soriano Nazareno
   Bankr. N.D. Calif. Case No. 09-31657
      Chapter 11 Petition filed June 16, 2009
         Filed as Pro Se

In Re Joan Wenters
   Bankr. N.D. Calif. Case No. 09-45296
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/canb09-45296.pdf

In Re Michael R. Berube
       dba Harvest Equities
   Bankr. N.D. Calif. Case No. 09-54715
      Chapter 11 Petition filed June 16, 2009
         Filed as Pro Se

In Re James Daniel Brown
       dba Economy Fence Company
      Debra Louise Brown
   Bankr. S.D. Ind. Case No. 09-08630
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/insb09-08630.pdf

In Re DC Framing, LLC
   Bankr. D. Mass. Case No. 09-15557
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/mab09-15557.pdf



In Re Petroleum Equipment Services, Inc.
   Bankr. W.D. Pa. Case No. 09-24474
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/pawb09-24474p.pdf
         See http://bankrupt.com/misc/pawb09-24474c.pdf

In Re Clarkson Enterprises, LLC
   Bankr. N.D. W.Va. Case No. 09-01344
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/wvmb09-01344.pdf



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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