TCR_Public/090619.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 19, 2009, Vol. 13, No. 168

                            Headlines

ABITIBIBOWATER INC: Canadian Court Dismisses SFK Contract Plea
ABITIBIBOWATER INC: Canada Court Confirms McBurney's Liens
ABITIBIBOWATER INC: Parties File Sec. 503(b)(9) & 546(c) Claims
AMERICAN COMMUNITY: Section 341(a) Meeting Moved to June 30
AMERICAN INSTITUTIONAL: Court Moves Schedules Deadline to June 23

AMERICAN INT'L: Taps Morgan Stanley, Deutsche Bank for Asian IPO
AMH HOLDINGS: Moody's Downgrades Default Rating to 'Ca'
ANCHOR BLUE: Taps Kurtzman Carson as Claims and Noticing Agent
ANCHOR BLUE: Wants to Hire Richards Layton as Bankruptcy Counsel
ANCHOR PROPERTIES: Proposes Messana Stern as Bankruptcy Counsel

ARIZANT INC: Moody's Withdraws 'B1' Corporate Family Rating
ATHENS BIODIESEL: Proposes Johnston Moore as Bankruptcy Counsel
BANK OF AMERICA: William Rifkin Leaves Merrill for J.P. Morgan
BANKUNITED FINANCIAL: Taps Shutts & Bowen as Bankruptcy Counsel
BANKUNITED FINANCIAL: U.S. Trustee Forms 3-Member Creditors Panel
BANKUNITED FINANCIAL: Wants Schedules Filing Moved to August 7

BENEFICIAL LIFE: S&P Cuts Counterparty Credit Rating to 'BB+'
BERNARD MADOFF: Picard Taps Counsel to Recover Swiss Assets
BERNARD MADOFF: Court OKs $235-Mil. Settlement with Optimal Cos.
BERNARD MADOFF: Optimal Investment Probed for Ponzi Involvement
BILL HEARD: Former Customers Can't Collect $1.1 Million Fund

BRSP LLC: Planned Loan Increase Won't Affect S&P's 'BB-' Rating
CARBIZ INC: Acquires Star Financial Portfolio of Consumer Notes
CAYD HANIBAL II: Case Summary & 15 Largest Unsecured Creditors
CENTRAL ILLINOIS: Court Says Trustee's Release Too Liberal
CHAMPION MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
CHRYSLER LLC: Committee to Probe Daimler, Et Al.

CITIGROUP INC: Unit Managing Director Mohammed Shroogi Will Resign
COMMSCOPE INC: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
CRUCIBLE MATERIALS: Section 341(a) Meeting Continued to July 30
CRUSADER ENERGY: Chapter 11 Case to Stay in Dallas
DARRELL TRENT MORGAN: Case Summary & 20 Largest Unsec. Creditors
DESAI MOROLIA: Case Summary & 7 Largest Unsecured Creditors

DEAN HARDWOODS: Emerges From Chapter 11 Bankruptcy
EASTMAN KODAK: S&P Affirms Issue-Level Ratings at 'CCC+'
EDDIE BAUER: Gets Interim OK to Access $90MM Portion of DIP Loan
EDDIE BAUER: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
EDDIE BAUER: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
EMPIRE FINANCIAL: Defaults on Settlement Payment; EKN Sees Fraud

E*TRADE FINANCIAL: Moody's Reviews 'B3' Long-Term Issuer Rating
EUROFRESH INC: Files Going Concern Plan; 5%-7% for Unsec Creditors
FACTOR 5: Management Accused of Hiding Assets Before Filing
FIFTY SEVEN RALSTON: Case Summary & 9 Largest Unsecured Creditors
FILENE'S BASEMENT: Syms Corp. Closes $65 Million Buyout

FINLAY ENTERPRISES: Initiates Formal Process to Sell Businesses
FINLAY ENTERPRISES: S&P Downgrades Corporate Credit Rating to 'D'
FINLAY FINE: S&P Downgrades Corporate Credit Rating to 'D'
FORD MOTOR: Has Cut Debt by $10BB, Raised $6BB This Year
FORUM HEALTH: Wants Until November 11 to File Chapter 11 Plan

FRASER PAPERS: Files for Creditor Protection in Toronto
FRASER PAPERS: Voluntary Chapter 15 Case Summary
FIRST METALS: Court Approves Creditor Payment Plan Under BIA
FONTAINEBLEAU LAS VEGAS: U.S. Trustee Forms Creditors Committee
FONTAINEBLEAU LAS VEGAS: Sec. 341 Creditors Meeting on July 15

FONTAINEBLEAU LAS VEGAS: Proofs of Claim Due October 13
FONTAINEBLEAU LAS VEGAS: Proposes to Use Lenders' Cash Collateral
FONTAINEBLEAU LAS VEGAS: Wants to Maintain Intercompany Deals
GENERAL MOTORS: Sec. 341 Meeting of Creditors on July 27
GENERAL MOTORS: Seeks to Repay Gelco Facility from DIP Loans

GENERAL MOTORS: 500+ Parties Object to Contract Assumptions
GENERAL MOTORS: A. Chapell Named as Ombudsman in GM Sale
GENERAL MOTORS: Application to Hire Weil Gotshal as Counsel
GENERAL MOTORS: Application to Tap Jenner & Block as Counsel
GENERAL MOTORS: Proposes Evercore as Financial Advisor

GENERAL MOTORS: Proposes AP Services as Crisis Managers
GENERAL MOTORS: Committee Seeks to Tap Kramer Levin as Counsel
GENERAL MOTORS: 27 Utilities Demand Security Deposits
GENERAL MOTORS: Trading Restricted for Holders of Large Stake
GENERAL MOTORS: Bondholders Sue GM and Treasury

GENERAL MOTORS: Dealers Ask Court to Reverse Terminations
GEORGIA GULF: S&P Downgrades Rating on $100 Mil. Notes to 'D'
GETRAG TRANSMISSION: Court Sets July 28 Plan Voting Deadline
GOODY'S LLC: Stage Stores Wins Auction for Goody's Store Brand
GOODY'S LLC: Court Extends Plan Filing Period Until August 11

HAWAIIAN TELCOM: Sandwich Isles Wants to File Own Plan
HAWAIIAN TELCOM: Gets Lenders' Nod for Cash Use Until August 31
HAWAIIAN TELCOM: State of Hawaii Wants Claim Deadline Extended
HAWAIIAN TELCOM: Seeks to Assume 61 Network, Retail Leases
HAWAIIAN TELCOM: Seeks to Reject Fort St. & Kukui Grove Leases

HAWKER BEECHCRAFT: Moody's Keeps Ca Rating on Subordinated Notes
HAYES LEMMERZ: S&P Changes Recovery Ratings on Senior Debt
HIGH RIVER: Closes Private Placement; Updates on TSX Review
HOME BISTRO: Assets Sold to Largest Direct Competitor
HOVNANIAN ENTERPRISES: Notes Repurchases Cue S&P's 'D' Rating

INDALEX HOLDINGS: To Liquidate, Sell Assets to Sapa Holding
INNOVEX INC: Appoints PwC FAS as Advisors at Thai Banks' Behest
INTERLAKE MATERIAL: Moving Ahead With Liquidating Plan
IVIVI TECHNOLOGIES: Won't Appeal Nasdaq Delisting
JAMIE M ALICK: Case Summary & 15 Largest Unsecured Creditors

JEFFERIES GROUP: Fitch Affirms Subordinated Debt at 'BB+'
JORGE A SANCIANGCO: Case Summary & 20 Largest Unsecured Creditors
JOSE HERNANDEZ: Case Summary & 20 Largest Unsecured Creditors
JPPS INC: Auction Postponed, In Talks With Creditors
JUDO ASSOCIATES: Voluntary Chapter 11 Case Summary

KINETEK HOLDINGS: S&P Raises Corporate Credit Rating to 'CCC+'
LEAR CORP: Vendors Demand Cash Payment on Bankruptcy Fears
LIBERTY MEDIA: Fitch Corrects Press Release; Affirms 'BB' Rating
LUCKY CHASE: US Trustee Asks Court to Appoint Chapter 11 Trustee
LYONDELL CHEMICAL: Unsec. Creditors Seek to Sue Over Basell Deal

MBIA INSURANCE: S&P Downgrades Rating on Surplus Notes to 'BB'
MCCLATCHY CO: Extends Private Exchange Offer to June 25
METROMEDIA INTERNATIONAL: Case Summary & 30 Unsecured Creditors
METROMEDIA INTERNATIONAL: Case Summary & 30 Unsecured Creditors
MF GLOBAL: Fitch Downgrades Rating on Preferred Stock to 'BB+'

MILACRON INC: PBGC Asks Court to Terminate Retirement Plan
NANCY A NORTH: Voluntary Chapter 11 Case Summary
NEW CENTURY: District Court Reverses Plan Confirmation Order
NIELSEN FINANCE: S&P Assigns 'B+' Rating on $1.25 Bil. Senior Loan
NOVA HOLDING: Wants to Borrow up to $2,030,000 from WestLB

NOVA HOLDING: Can Use WestLB Cash Collateral Until June 24
NOVA HOLDING: Files Schedules of Assets and Liabilities
O.E.M./ERIE: Trustee Pursues Breach-of-Fiduciary-Duty Claims
PETCETERA: Files for Bankruptcy; Court Names PwC as Receiver
POLAROID CORP: Inks Exclusive 5-Year Licese Pact With Summit

QIMONDA NA: Creditors Committee Sues German Parent
QUEBECOR WORLD: Moves Vote Deadline, Creditor Meeting to June 22
QUICKSILVER RESOURCES: Moody's Puts 'B2' Rating on $245 Mil. Notes
QVC INC: Fitch Corrects Press Release; Affirms 'BB' Rating
QVC INC: S&P Assigns Corporate Credit Rating at 'BB+'
SCOTT CANDA: Case Summary & 20 Largest Unsecured Creditors

SEALED AIR: Closes 2017 Note Sale at 97.837% of Principal Amount
SIMPLON BALLPARK: Bankruptcy Case Dismissed
SIX FLAGS: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'
SOPHIE CAHEN VORBURGER: Case Summary & 17 Largest Unsec. Creditors
SOTHEBY: Moody's Reviews 'Ba2' Corporate Family Rating

SOUTHWEST WATER: Lenders Extend Deadline for Financial Reports
SPANSION INC: Seeks Sept. 28 Extension of Exclusive Plan Period
SPANSION INC: Wants Lease Decision Deadline Moved to Sept. 28
SPANSION INC: Wants Schedules Deadline Extended to June 26
SPANSION INC: Seeks to Employ Nathan Sarkisian as Interim CFO

SPANSION INC: Seeks Approval of Employee Incentive Plans
SPECIAL DEVICES: Court Sets July 24 Plan Confirmation Hearing
SUDZ LLC: Case Summary & 2 Largest Unsecured Creditors
SUNSTATE EQUIPMENT: S&P Downgrades Corporate Credit Rating to 'B-'
TUCSON WEST: Can Hire McEvoy Daniels as Gen. Restructuring Counsel

TUCSON WEST: U.S. Trustee Sets Meeting of Creditors for July 9
USI HOLDINGS: S&P Assigns 'B-' Rating on $117 Mil. Senior Loan
VALUE CITY: Court Extends Plan Filing Period Until October 21
VISANT HOLDING: Moody's Affirms 'B1' Corporate Family Rating
VISTEON CORPORATION: Section 341(a) Meeting Scheduled for July 1

WATSON PHARMACEUTICALS: Moody's Holds 'Ba1' Corp. Family Rating
WCI COMMUNITIES: Creditors May Sue to Challenge Lenders' Liens
WENDY'S INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'B2'
WENDY'S INT'L INC: Moody's Junks Senior Unsecured Note Ratings
WHISPERING WOODS: Case Summary & 13 Largest Unsecured Creditors

WHITING PETROLEUM: S&P Assigns 'B-' Rating on $300 Mil. Stock

* Dura CEO Expects Supplier Bankruptcy Filings in 60 Days
* PwC Says Commercial Property Values Expected to Decline Further

* BOOK REVIEW: Ten Cents on the Dollar, Or the Bankruptcy Game


                            *********

ABITIBIBOWATER INC: Canadian Court Dismisses SFK Contract Plea
--------------------------------------------------------------
As disclosed by Ernst & Young, Inc., as monitor in the
proceedings commenced by AbitibiBowater Inc. and its Canadian
affiliates, in its 4th status report, repudiations were brought by
the CCAA Applicants and certain stakeholders regarding 20-year
contracts ending August 1, 2022, with SFK Pate S.E.N.C.:

(1) SFK Wood Chip Supply Contract, which provides that (i) no
     less than 70% of the wood chips sold to  SFK must be
     provided by the mills of ACCC Mills Abitibi-Consolidated
     Company of Canada, and (ii) no less than 70% of the wood
     chips to be supplied to SFK are to be from Black Spruce and
     the residual portion from Jack Pine.

(2) SFK Bark Supply Contract, which provides that no less than
     100% of the bark sold to SFK must be provided by ACCC
     mills at the prevailing market price in the Saguenay-Lac
     St.-Jean regions.

ACCC or SFK may terminate the Contracts in case of insolvency of
the other party.

Abitibi-Consolidated, Inc., and E&Y decided to repudiate the
Contracts because they are onerous and detrimental to the CCAA
Applicants' reorganization.

SFK contended that the Court must refuse to endorse the
repudiation of the Contracts because the balance of
inconveniences and the prejudices advocate in favor of SFK.  In
addition, SFK said, the Wood Chips Contract is beneficial to
Abitibi-Consolidated Inc., and its repudiation constitutes "a
disguised unilateral change."  SFK also maintained that with the
rise of the cost of wood chips to the market price, it will not
be able to comply with the solvency ratios set out in its
financial obligations, making it vulnerable towards its lenders.

The Canadian Court, however, dismissed SFK's request.

In a ruling dated May 21, 2009, the Honorable Madam Justice
Daniele Mayrand, J.S.C., of the Quebec Superior Court stated that
the CCAA Proceedings aims to allow the CCAA Applicants to
overcome their financial difficulties while limiting the damages
suffered by parties-in-interest, including the stakeholders.

The Canadian Court further emphasized that the restructuring at
stake is not SFK's, but rather that of the CCAA Applicants.
"What is at stake is not only limited to SFK and the CCAA
Applicants, but also extends to the stakeholders that are
dependent on their survival, including employees, forest workers,
independent workers, local and regional suppliers and forest
operations specialists," the Canadian Court elaborated.

SFK, for its part, will still be able to file, as an ordinary
creditor, a proof of claim for the damages as a result of the
repudiation of the Contracts, Judge Mayrand maintained.  He also
noted that SFK did not establish that without the Contracts, it
could not find another supplier.

                     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: Canada Court Confirms McBurney's Liens
----------------------------------------------------------
McBurney Corporation, McBurney Power Limited and MBB Power
Services, Inc., were contracted by the AbitibiBowater Inc. to
provide, assemble and install a 10-story wood boiler to benefit
the Fort Frances Mill, pursuant to separate agreements that
governed the supplies and labor involved in the assembly.  The
Boiler, which began operations within December 2008 and January
2009, was intended to eliminate the Mill's use of more expensive,
non-renewable natural gas.

According to the McBurney Entities, AbitibiBowater is indebted to
them in these amounts:

  * US$1,408,802 under the McBurney Corporation Agreement; and

  * C$9,872,008 under the McBurney Power Agreement and the
    McBurney Power Change Orders.

Due to AbitibiBowater's failure to pay the labor costs, MBB
Power, as subcontractor, sought to recover $7,050,903, which
amount is included in the claims sought by McBurney Corp. and
McBurney Power.

In order to secure and obtain payment of the McBurney Claims and
the MBB Claim, these Statutory Liens have been registered and
perfected by the McBurney Entities against the Fort Frances Mill:

  (1) a construction lien registered and perfected by McBurney
      Corporation on March 19, 2009, for US$1,408,082 under
      Ontario Land Register No. RD-13000;

  (2) a construction lien registered and perfected by McBurney
      Power on March 19, 2009, for C$9,872,008 under Ontario
      Land Register No. RD-13001; and

  (3) a construction lien registered and perfected by MBB on
      January 13, 2009, for C$7,050,903 under Ontario Land
      Register No. RD-12650.

Prior to the Stay of the CCAA proceedings, the CCAA Applicants
also commenced the lawsuits against AbitibiBowater before courts
in the Province of Ontario to further perfect and preserve the
Statutory Liens, Gerald F. Kandestin, Esq., at Kugler Kandestin,
L.L.P, in Montreal, Canada, informed the Court.

Mr. Kandestin asserted that in accordance with the laws of the
Province of Ontario and the provisions of the Construction Lien
Act, Ontario, the Statutory Liens (i) have been and remain
properly and fully created, perfected and preserved and
constitute valid and enforceable liens against the Fort Frances
Mill, and (ii) rank ahead of and prior to all subsequently
created mortgages, liens and other charges against the Fort
Frances Mill.

Against this backdrop, the McBurney Entities asked the Canadian
Court to rule that the validity and enforceability of the
Statutory Liens will rank ahead of and prior to all of the CCAA
Applicants' (i) various hypothecs, mortgages, liens and security
interests over AbitibiBowater's present and future movable and
immovable, personal and real, property, (ii) charges relating to
intercompany transactions, (iii) charges relating to the
Applicants' directors and officers, and (iv) charges relating to
the Abitibi Group's DIP Facility.

                           *     *    *

In a second amended Initial Order, the Canadian Court held that
the McBurney Entities, as lien holders, as well as other secured
creditors that hold security over assets that are subject to the
ACI DIP Charges will be subrogated to the DIP Charge to the
extent of the lesser of (i) net proceeds from the Existing
Security from the disposition of assets that result from the
collection of accounts receivable or other claims, and (ii)
unpaid amounts due or becoming due, owing to the impaired Secured
Creditor that is secured by its existing Security.

                     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: Parties File Sec. 503(b)(9) & 546(c) Claims
---------------------------------------------------------------
Ten entities assert that AbitibiBowater Inc. and its affiliates
received within the 20-day period prior to the Petition Date goods
and services but have not paid for those goods:

    Creditor                                Value of Goods
    --------                                --------------
    Airgas National Welders                      $4,707
    American Osment                               5,983
    C.R. Mullis Oil & Heating Company           153,923
    Cartall, Inc.                                47,034
    Cheney Lime & Cement                        183,806
    Headwaters Investments Corp.                 22,758
    OMNOVA Solutions, Inc.                      153,413
    Orion Group International, Inc.              13,433
    SafeRack LLC                                 56,581
    Tencarva Machinery Company                   90,828

The Creditors asked the U.S. Bankruptcy Court for the District of
Delaware to compel the Debtors to satisfy the unpaid amounts as
administrative expenses pursuant to Section 503(b)(9) of the
Bankruptcy Code.

Xerium Technologies, Inc., asserted a claim for $74,982, but later
withdrew its request.  It did not state the reason for the
withdrawal.

In separate orders, the Court allowed SafeRack an administrative
expense claim for $56,581, and directed the Debtors to pay the
Claim in accordance with the terms of any Chapter 11 plan
confirmed in the Debtors' cases.  The Court's Order arises from a
consensual resolution reached by the Debtors and SafeRack.

The Court also approved separate stipulations entered into by the
Debtors with Airgas' and Tencarva, pursuant to which the
Claimants' Administrative Claims are allowed.  The Claims will be
paid in accordance with the terms of any Chapter 11 plan
confirmed by the Court.

Meanwhile, pursuant to Section 546(c) of the Bankruptcy Code, six
entities assert their demands for reclamation of unpaid goods that
they delivered to AbitibiBowater Inc. and its affiliates within 45
days to the Petition Date:

  Company Name                          Amount of Goods
  ------------                          ---------------
  Andritz Ltd.                              $128,247
  Canal Wood, LLC                             74,777
  Headwaters Investments Corp.                43,294
  Interstate Supply Company, Inc.             69,147
  Luzenac America, Inc.                      176,873
  Metso Paper USA, Inc.                       93,514

                     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).


AMERICAN COMMUNITY: Section 341(a) Meeting Moved to June 30
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
adjourned the meeting of creditors of American Community
Newspapers LLC and its debtor-affiliates to June 30, 2009, at
10:00 a.m., at J. Caleb Boggs Federal Building, 2nd Floor, Room
2112 in Wilmington, Delaware.  The meeting was originally
scheduled for June 9.

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

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

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between $100
million and $500 million.


AMERICAN INSTITUTIONAL: Court Moves Schedules Deadline to June 23
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah to extended
until June 23, 2009, American Institutional Partners, LLC's time
to file its schedules and statement.

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


AMERICAN INT'L: Taps Morgan Stanley, Deutsche Bank for Asian IPO
----------------------------------------------------------------
Morgan Stanley and Deutsche Bank AG will take the lead role in
underwriting an initial public offering of American International
Group Inc.'s Asian life-insurance unit, American International
Assurance Co., Rick Carew and Amy Or at The Wall Street Journal
report, citing people familiar with the matter.

According to WSJ, AIG wants to list the Asiawide operation in the
region during the first quarter of 2010.  The most likely venue
will be Hong Kong's stock exchange, says WSJ.  Some proceeds from
the IPO will go toward repaying the Federal Reserve for bailing
the Company out in 2008.

WSJ states that the Federal Reserve nominated Morgan Stanley as a
global coordinator due to the bank's role advising the Fed on all
AIG-related matters.  WSJ relates that Deutsche Bank advised AIG
on the sale of its Philippines franchise before AIG scrapped that
sale in favor of integrating it into AIA.

WSJ says that other banks are expected to have smaller roles in
the IPO as bookrunners.

An earlier auction of AIA failed to attract sufficiently high bids
for the business, WSJ states.

      Directors Uneasy of Starr's Role in Compensation Plan

Chad Bray at Dow Jones Newswires reports that former AIG CEO
Maurice R. Greenberg said that in early 2005 concerns were growing
among AIG's directors about privately held sister company, Starr
International Co. or SICO, continuing to provide a deferred
compensation plan for a select group of employees and executives.

As reported by the Troubled Company Reporter on June 12, 2009, AIG
is in dispute with SICO over control of tens of millions of shares
SICO holds in AIG as well as tens of millions of shares the firm
sold in recent years.  AIG is saying that it should control the
shares, which SICO was holding the shares in trust.  SICO got the
shares in AIG through a 1970 reorganization of the Company and
affiliated firms.  The stake was valued at $17 billion during the
departure of Mr. Greenberg, who had led AIG for decades when the
shares were used to fund a long-term compensation plan for the
Company's employees.  The program ended after Mr. Greenberg left
AIG in 2005 amid a probe of the Company's accounting, the report
says.  SICO has been using the funds for other purposes, including
investments.

Mr. Greenberg, according to Dow Jones, said that he was told by
then chief of AIG's compensation committee in January or February
2005 that there was a "growing uneasiness" about SICO providing
the compensation plan, which was funded by a block of AIG shares
the company controlled.

Dow Jones quoted Mr. Greenberg, SICO's chairman and one of its
voting shareholders, as saying, "It was unlikely the [AIG] board
would want to continue the [Deferred Compensation Profit
Participation Plan] unless it controlled SICO, which was totally
intolerable from the [SICO] voting shareholders' point of view."

According to Dow Jones, Mr. Greenberg said on Thursday that he had
discussed the possibility of the deferred compensation plan being
discontinued with the board several times.  AIG's outside auditors
suggested from time to time that it be included as an expense on
the Company's income statement, the report says, citing Mr.
Greenberg.  The report states that Mr. Greenberg said he didn't
believe the deferred compensation plan should be accounted for on
AIG's books, because it was an expense to SICO and not AIG, and it
would confuse research analysts following the Company.  "DCPPP
[the compensation plan] had not been expensed by AIG.  The
benefits accrued to AIG as a result of the SICO plan did not
affect the income statement of AIG.  I felt if they did that, the
voting shareholders would discontinue the plan because it was
misleading to AIG shareholders," the report quoted Mr. Greenberg
as saying.

Dow Jones relates that Mr. Greenberg Greenberg received a
$1.5 million salary from SICO after leaving AIG, and two other
former AIG executives were paid $750,000 and $500,000
respectively.  According to Dow Jones, Mr. Greenberg said that the
salaries were for their roles in managing SICO's investments and
he received far greater compensation from SICO when he was AIG's
top executive in the form of a bonus.

Dow Jones reports that AIG lawyers entered into evidence a recent
filing with the U.S. Securities and Exchange Commission that
indicated Mr. Greenberg and several related firms or foundations
were planning to sell more than 30 million shares of AIG stock to
SICO early this month, including 13 million from Mr. Greenberg.

                            About AIG

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

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

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

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

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

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

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

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


AMH HOLDINGS: Moody's Downgrades Default Rating to 'Ca'
-------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
rating of AMH Holdings, Inc., to Ca from Caa1.  All other existing
ratings of the company have been affirmed, including the Caa1
Corporate Family Rating.  The outlook is negative.

The downgrade of the company's PDR reflects Associated Materials,
LLC's recent announcement that it has entered into an agreement to
exchange the $88 million of 13.625% senior notes due 2014 issued
by AMH Holdings II, Inc., parent company of AMH, for approximately
$33.066 million.  AMH Holdings II, Inc. intends to issue new
$13.066 million of 20% senior unsecured PIK notes due 2014 and to
receive up to $33 million in the form of an inter-company loan
from Associated Materials, LLC.  Pursuant to the exchange,
Associated Materials Incorporated will issue new $20 million of
15% senior subordinated notes due 2012, which will rank pari passu
to its existing $165 million of 9.75% senior subordinated notes
due 2012.  The cash offer for AMH Holdings II, Inc.'s notes is
substantially below par.  Moody's would view this exchange, as
proposed, to be a distressed exchange and the Ca PDR anticipates
this event. Upon the closing of the exchange offer Moody's will
classify this exchange as a limited default and will likely change
the PDR to Caa1/LD.  Moody's does not rate the notes issued by AMH
Holdings II, Inc.

These ratings/assessments for AMH Holdings, Inc. were affected by
this action:

  -- Corporate family rating affirmed at Caa1;

  -- Probability of default rating downgraded to Ca from Caa1;
     and,

  -- $446 million senior subordinated notes due 2014 affirmed at
     Caa2 (LGD5, 75%).

These ratings/assessments for Associated Materials, LLC were
affected by this action:

  -- $165 million senior subordinated notes due 2012 affirmed at
     Caa1 (LGD3, 43%).

The last rating action was on February 23, 2009, at which time
Moody's downgraded the Corporate Family Rating to Caa1.

Associated Materials Holding, headquartered in Cuyahoga Falls,
Ohio, is a North American distributor of exterior residential
building products.  The company's core products are vinyl windows,
vinyl siding, aluminum trim coil, and aluminum and steel siding
and accessories.  Revenues for the latest twelve months through
April 4, 2009, totaled $1.1 billion.


ANCHOR BLUE: Taps Kurtzman Carson as Claims and Noticing Agent
--------------------------------------------------------------
Anchor Blue Retail Group Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent.

KCC will, among other things:

   a) prepare and serve required notices in the Chapter 11 cases;

   b) maintain copies of all proofs of claim and proofs of
      interest filed in the Chapter 11 cases; and

   c) maintain an official claims register in the cases by
      docketing all proofs of interest in a claims database.

Michael J. Frisberg, vice president of corporate restructuring
services of KCC, tells the Court that KCC's retainer fee is
$35,000.

Mr. Frisberg assures the Court that KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        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: Wants to Hire Richards Layton as Bankruptcy Counsel
----------------------------------------------------------------
Anchor Blue Retail Group Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Richards Layton & Finger, P.A., as counsel.

RL&F will, among other things:

   a) advise the Debtor of their rights, powers and duties as
      debtors and debtors-in-possession;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commences
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates; and

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates.

The hourly rates of RL&F's personnel are:

     Mark D. Collins                     $610
     Michael J. Merchant                 $475
     Jason M. Madron                     $345
     Chun I. Jang                        $300
     Drew G. Sloan                       $255
     Aia E. McDowell                     $185

Mr. Collins, director of RL&F, tells the Court that RL&F received
$800,000 in connection with and in contemplation the Debtors'
Chapter 11 filing.  A portion of the payment was applied to
outstanding balances existing as of the petition date.  The
Debtors propose that that retainer monies paid to RL&F and not
expended from prepetition services and disbursements be treated as
an evergreen retainer.

Mr. Collins assures the Court that RL&F is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Collins can be reached at:

     Richards Layton & Finger P.A.
     920 North King Street
     Wilmington, DE 19899
     Tel: (302) 651-7700
     Fax: (302) 651-7701

                        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.  Kurtzman Carson Consultants LLC is
the Debtors' claims and noticing agent.  In its petition, Anchor
Blue listed assets less than $50,000, and debts between
$100 million to $500 million.


ANCHOR PROPERTIES: Proposes Messana Stern as Bankruptcy Counsel
---------------------------------------------------------------
Anchor Properties, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to employ Scott A. Underwood and the law firm of Messana Stern,
P.A., as counsel.

Messana Stern will:

   a) advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in the continued management
      and operation of its business and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) advise the Debtor in connection with any contemplated sales
      of assets or business combinations, including the
      negotiation of sales promotion, liquidation, stock purchase,
      merger or joint venture agreements, formulate and implement
      bidding procedures, evaluate competing offers, draft
      appropriate corporate documents with respect to the proposed
      sales, and counsel the Debtor in connection with the closing
      of the sales;

   d) advise the Debtor in connection with post-petition financing
      and cash collateral arrangements, provide advice and counsel
      with respect to prepetition financing arrangements, and
      provide advice to the Debtor in connection with the
      emergence financing and capital structure, and negotiate and
      draft documents relating thereto;

   e) advise the Debtor on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   f) provide advice to the Debtor with respect to legal issues
      arising in or relating to the Debtor's ordinary course of
      business including attendance at senior management meetings,
      meetings with the Debtor's financial and turnaround advisors
      and meetings of the board of directors, and advice on
      employee, workers' compensation, employee benefits, labor,
      tax, insurance, securities, corporate, business operation,
      contracts, joint ventures, real property, press and public
      affairs and regulatory matters;

   g) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against the
      estate, negotiations concerning all litigation in which the
      Debtor may be involved and objections to claims filed
      against the estate;

   h) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   i) negotiate and prepare on the Debtor's behalf a plan of
      reorganization, disclosure statement and all related
      agreements and documents, and take any necessary action on
      behalf of the Debtor to obtain confirmation of the plan;

   j) attend meetings with third parties and participate in
      negotiations with respect to the above matters;

   k) appear before the Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtor's estate
      before the courts and the U.S. Trustee; and

   l) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with these Chapter 11 cases.

Mr. Underwood, associate attorney at MS, tells the Court that
pre-bankruptcy, MS received $30,000 from Debtor BHDC for services
to be rendered both prepetition and postpetition.

The Debtors propose to employ MS under a general retainer because
of the extensive legal services that will be required in
connection with the Chapter 11 cases.

The hourly rates of MS personnel are:

     Thomas Messana           $460
     Scott A. Underwood       $285
     David N. Stern           $365
     Michael S. Hoffman       $215
     Jessie A. Cloyd          $195
     Elizabeth Mair           $145
     Jeryl Para               $145

Mr. Underwood assures the Court that the firm is a disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Underwood can be reached at:

     Messana Weinsterin & Stern PA
     Post Office Drawer 2485
     Fort Lauderdale, FL 33303
     Tel: (954) 712-7406
     Fax: (954) 712-7401

                   About Anchor Properties, Inc.

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

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


ARIZANT INC: Moody's Withdraws 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Arizant, Inc.  The ratings withdrawal follows the repayment in
full of amounts outstanding under the company's $120 million (face
value) senior secured term loan due 2010 and the termination of
its $20 million senior secured revolving credit facility due 2009.

On June 16, 2009, the Company entered into a new $75 million
credit facility with GE Capital Healthcare Financial Services and
Wells Fargo to refinance the existing debt and for general
corporate purposes.  This new facility is not rated by Moody's.
Please refer to Moody's Withdrawal Policy on moodys.com.

Ratings withdrawn:

  -- Corporate Family Rating, B1

  -- $20 million senior secured revolving credit facility due July
     2009, B1, LGD3, 33%

  -- $120 million original issue senior secured term loan due July
     2010, B1, LGD3, 33%

  -- Probability of Default Rating, B2

The rating outlook had been stable.

The last rating action was August 25, 2008, when Moody's upgraded
Arizant's ratings.

Arizant, headquartered in Eden Prairie, Minnesota, is the
industry-leading maker of perioperative patient temperature
management systems including Bair Hugger therapy, the Bair Pawsr
patient adjustable warming system and Ranger blood and fluid
warming product lines.  The company designs, manufactures and
markets medical devices that provide innovative, practical
solutions to common medical problems.


ATHENS BIODIESEL: Proposes Johnston Moore as Bankruptcy Counsel
---------------------------------------------------------------
Athens Biodiesel, LLC, asks the U.S. Bankruptcy Court for the
Northern District Of Alabama for permission to employ M. Rebecca
Hill and the law firm of Johnston, Moore & Thompson as counsel.

The firm will:

   a) give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possession;

   b) take necessary action against various creditors, entities,
      governmental agencies, etc., to enforce the stay and protect
      the interests of the Debtor;

   c) prepare on behalf of or to assist the Debtor in preparing,
      as debtor-in-possession, all necessary applications,
      answers, orders, reports and legal papers including the
      formulation of a disclosure statement and Plan of
      Reorganization; and

   d) perform all other legal services for Debtor, as debtor-in-
      possession, which may be necessary.

Ms. Hill's hourly rate is $200.  The Debtor proposes to employ the
firm under a general retainer of $5,000.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Hill can be reached at:

     Johnston, Moore & Thompson
     400 Meridian Street, Suite 301
     Huntsville, AL 35801
     Tel.: (256) 533-5770
     Fax : (256) 533-5890

                    About Athens Biodiesel, LLC

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


BANK OF AMERICA: William Rifkin Leaves Merrill for J.P. Morgan
--------------------------------------------------------------
Jeffrey McCracken at The Wall Street Journal reports that William
Rifkin has left the Company to join J.P. Morgan Chase & Co., where
he will serve as vice chairman of its mergers-and-acquisitions
group.

According to WSJ, Mr. Rifkin started working for Merrill in 1995.
WSJ says that he had been chairman of global M&A at Merrill Lynch.
In 2005, he was named co-chair of Merrill Lynch in 2005, WSJ
states.

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: Taps Shutts & Bowen as Bankruptcy Counsel
---------------------------------------------------------------
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis,
BankUnited Financial Corporation and its debtor-affiliates to
employ Shutts & Bowen LLP as counsel.

A final hearing on the Debtors' motion is scheduled for June 30,
2009, at 1:30 p.m., prevailing Eastern Time, before this Court in
Courtroom 1409, Claude Pepper Federal Building, 51 S.W. First
Avenue, Miami, Florida.  Objections, if any, are due 4:30 p.m. on
June 28, 2009.

Shutts & Bowen will, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession and the continued management of
      their operations;

   b) advise the Debtors with respect to their responsibilities in
      complying with the U.S. Operating Guidelines and Reporting
      Requirements and with the rules of the Court; and

   c) advise the Debtors concerning the administration of their
      bankruptcy estates.

Peter H. Levitt, a partner at Shutts & Bowen, tells the Court that
the firm holds a $75,000 retainer.

The hourly rates of Shutts & Bowen's personnel are:

     Partners                    $300 - $495
     Associates                  $175 - $285
     Paralegals                  $110 - $165

Mr. Levitt assures the Court that Shutts & Bowen is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Levitt can be reached at:

     Shutts & Bowen LLP
     1500 Miami Center
     201 S. Biscayne Blvd.
     Miami, FL 33131
     Tel: (305) 347-7362

               About BankUnited Financial Corporation

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: U.S. Trustee Forms 3-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed three creditors to serve
on the official committee of unsecured creditors in BankUnited
Financial Corporation and its debtor-affiliates' Chapter 11 cases:

The Committee members are:

1. Bridget Schessler, Vice President
   The Bank of New York Mellon fka The Bank of New York
   525 William Penn Place, 7th Floor
   Pittsburgh, PA 15259
   Tel: (412) 234-7967
   Fax: (412) 236-9271

2. Steven M. Cimalore
   Wilmington Trust Company
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19890-1615
   Tel: (302) 636-6058
   Fax: (302) 636-4149

3. Moses Marx
   Attn: Ross Martin, Esq.
   Ropes & Gray, LLP
   One International Place
   Boston, MA 02110-2624
   Tel: (617) 951-7000
   Fax: 617-951-7050

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

               About BankUnited Financial Corporation

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: Wants Schedules Filing Moved to August 7
--------------------------------------------------------------
BankUnited Financial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Florida to
extend until August 7, 2009, the time to file their bankruptcy
schedules, statements of financial affairs, and payroll and tax
reports.

The Debtors relate that they were unable to file the schedules by
the June 8, 2009, deadline because they need to attend to certain
urgent matters, including but not limited to the preparation of
retention applications and related documents, coordinating with
Shutts & Bowen LLP with respect to the transition as counsel;
preparation of Chapter 11 case management summary; and conferring
with the board in the selection and retention of the chief
restructuring officer.

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.


BENEFICIAL LIFE: S&P Cuts Counterparty Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Beneficial
Life Insurance Co. to 'BB+' from 'A' and placed the ratings on
CreditWatch with negative implications.

The rating action is in response to Beneficial's announcement of
its plan to discontinue accepting new applications effective
August 31, 2009, because it believes it lacks the size necessary
to compete and earn a return adequate for the anticipated risk
levels.  "Although capitalization and liquidity have historically
been relative strengths to the rating, S&P anticipate that the
potential runoff of business could create stress on Beneficial's
capital and liquidity positions," said Standard & Poor's credit
analyst Timothy W. Clark.

S&P placed the ratings on CreditWatch negative to reflect
uncertainties with respect to the company's capacity to handle
potential shock lapses and the asset-liquidation pressure that
could result.  In addition, antiselective lapsation from the
company's life insurance policies in force could subject
Beneficial to worsening mortality results.  S&P is unclear as to
the liquidity profile of invested assets, which hold significant
concentrations in residential mortgage backed securities, and the
ability of existing assets to handle excessive runoff without
external financial support.

"We intend to meet with management in the near future to more
fully understand the potential performance of Beneficial's block
under higher stress scenarios and more fully assess the asset
liquidity profile," Mr. Clark added.


BERNARD MADOFF: Picard Taps Counsel to Recover Swiss Assets
-----------------------------------------------------------
Irving H. Picard, as trustee for the liquidation of the business
of Bernard L. Madoff Investment Securities LLC, obtained
permission from Judge Burton Lifland of the U.S. Bankruptcy Court
for the Southern District of New York to retain counsel to
represent him in Switzerland, nunc pro tunc to May 29, 2009.

Issues have arisen overseas, and in Switzerland in particular,
that require the Trustee's participation and representation by
counsel.  The Trustee has become aware of assets that he believes
to be customer property located within that country and requires
counsel to pursue such customer property

The Trustee, therefore, proposed to retain and employ the law firm
of Schifferli Vafadar Sivilotti as its special counsel with regard
to its recovery of customer property in Switzerland, and any
related matters as directed by the Trustee.  The Trustee said he
selected the firm because of its knowledge and expertise in the
law of Switzerland.

Schifferli Vafadar Sivilotti will be compensated at agreed upon
rates, which reflect a reduction of its normal rates by 10%.
Applications for compensation to Schifferli Vafadar Sivilotti will
be filed with this Court pursuant to applicable statutes and
rules.  The firm's hourly rates are:

  Level of Experience     Normal Rates   Agreed Upon Rates
  -------------------     ------------   -----------------
  Partner                   $500              $450
  Associate                 $300              $270

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BERNARD MADOFF: Court OKs $235-Mil. Settlement with Optimal Cos.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement entered into by Irving H. Picard,
Esq., trustee for the liquidation of the business of Bernard L.
Madoff Investment Securities LLC with Optimal Strategic U.S.
Equity Limited and Optimal Arbitrage Limited.

Prior to BLMIS's liquidation, both of the Optimal Companies,
either directly or through a customer agreement with Optimal
Multiadvisors Limited or its predecessor and BLMIS, were customers
of BLMIS.  The two hedge funds are operated by affiliates of
Spain's Banco Santander SA.

Specifically, SUS maintained a customer account commencing in
January of 1997.  Between then and the Filing Date, SUS deposited
$1,411,084,183 in excess of the amount of withdrawals made from
the account.  Among other withdrawals, SUS withdrew $151,831,876,
including BLMIS's withholding tax payments on SUS's behalf, from
the account within the 90 day period prior December 11, 2009, when
the Securities and Exchange Commission commenced a lawsuit against
BLMIS.  The amount reflected on SUS's BLMIS account statement for
the period ending November 30, 2008, which is the last available
account statement, is $2,919,934,628, including option positions.

Arbitrage maintained a customer account with BLMIS commencing
February of 1996.  Between then and the Filing Date, Arbitrage
withdrew a total of $96,516,185 in excess of the amount that
Arbitrage deposited in the account.  Among other withdrawals,
Arbitrage withdrew $125,087,004, including BLMIS's withholding tax
payments on Arbitrage's behalf, within the 90 day period before
the Filing Date.  Arbitrage also withdrew an additional
$20,000,000 in October of 2007 and $15,000,000 in February of
2003. The amount reflected on Arbitrage's BLMIS account statement
for the period ending November 30, 2008, which is the last
available account statement, is $14,597,639.02, including option
positions.

The Trustee believes that the withdrawals made by or on behalf of
the Optimal Companies in the 90 days prior to the Filing Date are
preferences, recoverable by the Trustee pursuant to Sections 547
and 550 of the Bankruptcy Code.  Pursuant to these sections, a
trustee may avoid and recover, for the benefit of the estate, any
transfer of an interest of the debtor in property made (i) to or
for the benefit of a creditor; (ii) on account of an antecedent
debt owed by the debtor before such transfer was made; (iii) made
while the debtor was insolvent; (iv) made within 90 days of the
filing of the petition; (v) and which allowed the creditor to
receive more than the creditor would have otherwise received.

The Trustee asserts there is ample evidence to show that BLMIS was
insolvent at all times relevant hereto.  In fact, the liabilities
of BLMIS were billions of dollars greater than the assets of
BLMIS.  In addition, there is no suggestion that the Optimal
Companies provided new value after the withdrawals that could
provide the Optimal Companies with a defense under section
547(c)(I)(A) to the recovery of the withdrawals.  The Optimal
Companies received transfers on behalf of antecedent debts, while
BLMIS was insolvent and within 90 days of the Filing Date.

The Trustee has also asserted that Arbitrage may be liable to the
BLMIS estate under Section 544(b) and 550 of the Bankruptcy Code
and the New York Uniform Fraudulent Conveyance Law (New York
Debtor and Creditor Law Sec. 270 - 281) for the $35,000,000 which
Arbitrage withdrew in 2003 and 2007.  The Trustee issued a
subpoena under Rule 2004 of the Federal Rule of Bankruptcy
Procedure in this regard on February 27, 2009, seeking relevant
documents.  Section 544(b) of the Bankruptcy Code allows a trustee
to avoid a transfer that is voidable under state law.  The
New York Uniform Fraudulent Conveyance Law provides a six year
look-back period for fraudulent transfers.

The Trustee believes that the 90-Day Payments made to each of the
Optimal Companies are recoverable pursuant to Bankruptcy Code
provisions and that the earlier payments made to Arbitrage may be
recoverable under state law.  However, in the interest of avoiding
costly litigation and bringing the claims against the Optimal
Companies to a speedy resolution, the Trustee has determined that
the appropriate course of action is to seek to settle his claim
against each of the Optimal Companies.

In particular, the Trustee has reached an agreement with the
Optimal Companies, whereby SUS will pay to the Trustee the sum of
$129,057,095, which sum represents 85% of the amounts received by
SUS in the 90 days prior to the Filing Date.  Arbitrage will pay
to the Trustee $106,323,953, which sum represents eighty-five
percent of the amounts received by Arbitrage in the 90 days prior
to the Filing Date.

The Trustee believes that the terms of the Agreement fall well
above the lowest point in the range of reasonableness.  The
Agreement resolves all issues regarding the Trustee's claims
against the Optimal Companies without the need for protracted,
costly, and uncertain litigation.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BERNARD MADOFF: Optimal Investment Probed for Ponzi Involvement
---------------------------------------------------------------
Thomas Catan at The Wall Street Journal reports that Geneva's
public prosecutor Dario Zanni said that he has launched a criminal
probe into allegations that Banco Santander SA's hedge-fund unit,
Optimal Investment Services SA, misled investors when it funneled
their money into Bernard L. Madoff Investment Securities LLC.

WSJ relates that Geneva Partners, an independent investment fund
that bought financial products from Optimal Investment, had filed
the complaint to Mr. Zanni.

Citing Mr. Mr. Zanni, WSJ states that the inquiry would look at
whether Optimal Investment's former chief executive, Manuel
Echeverria, did the fact-finding claimed in the company's
documents.  The report quoted Mr. Zanni as saying, "We have some
suspicion about his [work].  We are not sure he was doing his job
compliant with his duties."

According to WSJ, Mr. Zanni said that he also would look into
whether Optimal Investment or its CEO knew that Madoff's funds
were fraudulent when they sold them.  The investigation could take
at least two years, the report says, citing Mr. Zanni.

WSJ states that Banco Satander insisted that it acted correctly at
all times, exercising proper due diligence when managing clients'
investments, and that the sale of the funds managed by Mr. Madoff
was "always transparent and in compliance with all applicable
regulations and established procedures."

WSJ states that Banco Santander offered private-banking clients
hit by the Madoff fraud bonds with a face value of
EUR1.38 billion, to compensate them for their losses.  WSJ reports
that institutional investors like Geneva Partners aren't eligible
for the compensation deal.

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
$50 billion.

Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines. The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BILL HEARD: Former Customers Can't Collect $1.1 Million Fund
------------------------------------------------------------
WestLaw reports that former customers of a Chapter 11 debtor and
the attorney who represented them in a prepetition arbitration
proceeding against the debtor were not the intended beneficiaries
of the $1,100,000 transferred to the debtor from its counsel's
client trust account prepetition.  Therefore, the former customers
and the attorney, in seeking relief from a default judgment
entered against them on the grounds of mistake, inadvertence, or
excusable neglect, did not have the requisite meritorious defense
to the debtor's claim for a declaratory judgment that the funds
were estate property.  The funds were paid to the debtor in
settlement of the debtor's separate action against its insurer for
damages for breach of contract and a bad-faith failure to defend
and indemnify it in the arbitration proceeding.  The settlement,
moreover, did not require that the funds be escrowed or specify
how they were to be used, and the pending settlement in the
arbitration proceeding was not finalized before the debtor filed
its bankruptcy petition.  In addition, the debtor would be
prejudiced if relief from the default judgment was granted, given
the extensions previously granted to the former customers and
their attorney and the complexity and fast-moving pace of the
debtor's bankruptcy case.  Finally, the former customers and the
attorney did not establish a good reason for their failure to
timely file an answer.  In re Bill Heard Enterprises, Inc., ---
B.R. ----, 2009 WL 1579099 (Bankr. N.D. Ala.).

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
dealers of Chevrolet in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection on Sept. 28, 2008
(Bankr. N.D. Ala. Lead Case No. 08-83028).  Derek F. Meek, Esq.,
Robert B. Rubin, Esq., and Marc P. Solomon, Esq., at Burr &
Forman, LLP, represent the Debtors in their restructuring efforts.
An official committee of unsecured creditors has been appointed in
the bankruptcy cases, and lawyers at Kilpatrick Stockton LLP
represent the Committee.  When the Debtors filed for protection
from their creditors, they estimated their assets and debts to be
between $500 million and $1 billion.


BRSP LLC: Planned Loan Increase Won't Affect S&P's 'BB-' Rating
---------------------------------------------------------------
On June 17, 2009, BRSP LLC announced its intention to increase its
proposed senior-secured term loan due July 2014 from the original
amount of $275 million to $290 million.  S&P's preliminary rating
and recovery rating on the $290 million loan remain unaffected at
'BB-' and a recovery of '1', indicating very high (90%-100%)
recovery of principal in the event of a default, respectively.
The outlook is stable.  The preliminary rating is subject to final
structure and document review.

Proceeds from the $290 million term loan will be used to refinance
the outstanding balance of BRSP LLC's secured term loan facility
which is approaching maturity.

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


CARBIZ INC: Acquires Star Financial Portfolio of Consumer Notes
---------------------------------------------------------------
In a move that expanded its role in the Buy-Here Pay-Here
industry, CarBiz Inc. unveiled the acquisition of the Star
Financial Services portfolio of consumer notes.

Since 1966, Star Financial has served as an indirect lender to the
auto finance industry in Southern California.  This strategic
acquisition will add more than $10 million to CarBiz's consumer
loans portfolio. CarBiz financed the transaction by entering into
a $20 million credit facility with Wells Fargo Preferred Capital.

Emphasizing the acquisition's impact to the company's growth,
CarBiz CEO Carl Ritter stated, "The addition of this portfolio
will augment our current collection team in Sarasota and the new
credit facility with Wells Fargo should provide CarBiz with a
stable financial platform to move forward this year."

                        About CarBiz Inc.

CarBiz Inc. (OTC BB: CBZFF) -- http://www.carbiz.com/--
headquartered in Sarasota, Florida, operates 25 Buy-Here Pay-Here
credit centers throughout the United States.  The company also
provides training, consulting, performance groups and management
services for dealers seeking to improve their BHPH programs.
Recently, CarBiz implemented a Lease-Here Pay-Here service to help
dealerships expand their product portfolios.

                       Going Concern Doubt

Aidman, Piser & company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.


CAYD HANIBAL II: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cayd Hanibal II, Inc.
        6015 Summer Avenue
        Memphis, TN 38134

Bankruptcy Case No.: 09-26523

Chapter 11 Petition Date: June 17, 2009

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

Debtor's Counsel: William A. Cohn, Esq.
                  The Cohn Law Firm
                  291 Germantown Bend Cove
                  Cordova, TN 38018
                  Tel: (901) 757-5557
                  Email: info@cohnlawfirm.com

Total Assets: $7,383,110

Total Debts: $7,261,900

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

          http://bankrupt.com/misc/tnwb09-26523.pdf

The petition was signed by Andrew Denson, CEO of the Company.


CENTRAL ILLINOIS: Court Says Trustee's Release Too Liberal
----------------------------------------------------------
WestLaw reports that language in a proposed settlement presented
for the bankruptcy court's approval, whereby a Chapter 7 trustee
purported to release not only a bankrupt limited liability
company's claims, but the claims of the debtor-LLC's "officers,
directors, managers, employees, members, equity holders, partners,
governors, beneficiaries, insurers, agents, contractors or
subcontractors, attorneys and representatives," was overbroad and
improper, as purporting to release claims that the trustee had no
authority to assert.  A Chapter 7 trustee may release only claims
that he has the power to assert.    In re Central Illinois Energy,
L.L.C., --- B.R. ----, 2008 WL 5377794, http://is.gd/15nem(Bankr.
C.D. Ill.).

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operated a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817),
and Barry M. Barash, Esq., at Barash & Everett, LLC, represent
the Debtor.  The U.S. Trustee for Region 10 was unable to
appoint an Official Committee of Unsecured Creditors in the
case.  When the Debtor filed for protection from its creditors,
it listed assets between $1 million to $100 million, and more
than $100 million in liabilities.  Following a sale of
substantially all of the Debtor's assets for $80 million, the
U.S. Trustee moved to convert the case.  The Bankruptcy
Court ordered the conversion of the Chapter 11 case to a
Chapter 7 liquidation proceeding in August 2008.


CHAMPION MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Champion Manufacturing Industries, Inc.
        6021 North Galena Road
        Peoria, IL 61614

Bankruptcy Case No.: 09-22027

Chapter 11 Petition Date: June 17, 2009

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

Debtor's Counsel: Matthew E. McClintock, Esq.
                  K&L Gates LLP
                  70 West Madison, Suite 3100
                  Chicago, IL 60602
                  Tel: (312) 781 7233
                  Fax: (312) 827 1284
                  Email: matthew.mcclintock@klgates.com

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

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

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

          http://bankrupt.com/misc/ilnb09-22027.pdf

The petition was signed by Michael D. Lax, president of the
Company.


CHRYSLER LLC: Committee to Probe Daimler, Et Al.
------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors of Old
Carco LLC, formerly known as Chrysler LLC, has sought the U.S.
Bankruptcy Court for the Southern District of New York's
authority, on an ex parte basis, to serve subpoenas compelling the
production of documents and the provision of deposition testimony
by:

   (1) Daimler AG, its affiliates, and its affiliates' current
       and former directors and officers,

   (2) the Debtors and their current and former directors and
       officers, and

   (3) certain "Third Parties" involved in or knowledgeable about
       the "Daimler Transactions," including financial advisors or
       consultants to Daimler.

In connection with the Court-approved Chrysler asset sale, the
Court entered an order approving a "Settlement Agreement III,"
which provides that the Debtors will release Daimler AG and
certain of its affiliates from any Section 101 Claims, including
Avoidance and Other Actions, with certain exceptions.  The
Settlement provides that Daimler AG and certain of its affiliates
are released from the claims except to the extent that the
Creditors' Committee delivers, within 45 days from the Approval
Order, a written demand to Chrysler's counsel that Chrysler bring
a claim against Daimler as set forth in a proposed complaint.  The
45-day period ends on July 20, 2009.

Arthur H. Aufses III, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, says that the Creditors' Committee is
investigating whether the Debtors have valuable claims against
Daimler and others.  According to Mr. Aufses, the Creditors'
Committee already conducted informal discovery with certain
parties, however, it believes that a formal discovery process is
necessary to complete its investigation.

Accordingly, and given the extremely short time available for the
Creditors' Committee to investigate the Potential Claims and draft
a proposed complaint, the Creditors' Committee asks the Court to
enter an order, on an ex parte basis, authorizing it to conduct
certain discovery of Daimler and other entities and individuals
involved in or knowledgeable about:

     (i) Daimler's management of Chrysler,

    (ii) the conduct of Daimler and Chrysler's businesses,

   (iii) any relevant transactions during the period of Daimler's
         control of Chrysler prior to Daimler's sale of its
         controlling interest in the Debtors and nondebtor
         Chrysler Financial to CG Investor, LLC, an affiliate of
         Cerberus Capital Management L.P. -- the "Daimler
         Divestiture",

    (iv) the transactions relating to the Daimler Divestiture,

     (v) any relevant transactions during the period in which
         Daimler owned 19.9% of Chrysler,

    (vi) the consideration exchanged with any of the transactions
         and how that consideration was used,

   (vii) the relative benefits and burdens to the parties, and

  (viii) Daimler's influence and control over Chrysler's
         determinations concerning when and whether to enter into
         the transactions.

The Creditors' Committee asserts that during Daimler's ownership
of the Debtors, the Debtors' products, image and business suffered
dramatically.  Moreover, the Creditors' Committee asserts, Daimler
received dividends and other payments from the Debtors, including
payments in connection with intercompany transactions.

Mr. Aufses says that the proposed discovery will determine whether
the Debtors have viable claims against Daimler and possibly other
parties involved in the Daimler Transactions.

Mr. Aufses asserts that there is an urgent need for the Court to
grant the Creditors' Committee's request on an ex parte basis
because the Committee needs to obtain document discovery and
conduct depositions before the Challenge Period expires in 35
days.  The discovery sought is also in furtherance of an
investigation that both Daimler and Chrysler have implicitly
consented to in the Settlement Agreement, Mr. Aufses adds.

                           *     *     *

Consequently, the Court authorized the Creditors' Committee, in
its discretion, to conduct written discovery and take oral
examinations against Daimler AG and its affiliates, including
Daimler North America Corporation, DaimlerChrysler Holding
Corporation now known as Daimler Investments US, DaimlerChrysler
North America Finance Corporation now known as Daimler North
America Finance Corporation and each of their current and former
directors and officers; the Debtors and their current and former
directors and officers; and any Third Parties, under Rule 2004.

The Court directed Daimler, the Debtors and their current and
former directors and officers, and Third Parties to produce
documents and respond to written and oral discovery within 5
business days of service of the requests by the Creditors'
Committee.


                        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)


CITIGROUP INC: Unit Managing Director Mohammed Shroogi Will Resign
------------------------------------------------------------------
Mohammed Shroogi will resign as managing director and chairman for
Citigroup Inc.'s Middle East and Islamic unit in September.

Mr. Shroogi has worked with Citigroup for around 30 years, says
WSJ.  He also served as Citigroup's CEO for the United Arab
Emirates, WSJ states.

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

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

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


COMMSCOPE INC: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investor's Service changed CommScope Inc.'s outlook to
stable from negative following completion of the company's recent
capital market transactions.  Moody's concurrently affirmed the
Ba3 corporate family and probability of default ratings and
revised the senior secured debt ratings to Ba2 from Ba3 as a
result of the material change in capital structure.  The change
includes issuance of new common equity and new convertible notes
(unrated), induced conversion of existing convertible notes,
loosening of financial covenants and the pay down of approximately
$400 million of senior secured debt.  Post this activity,
CommScope's leverage (Moody's adjusted and pro forma as of the
quarter ended March 31, 2009) is approximately 3.1x, though likely
to rise in subsequent quarters.

CommScope continues to face a challenging macroeconomic
environment and revenue and EBITDA are expected to remain below
prior year levels through 2009.  However, the capital structure
improvements, alleviation of near term covenant tightness and the
company's ongoing cost reductions remove some of the primary
pressures that led to the negative outlook.

The company's Ba3 rating reflects the company's market leading
positions across multiple end-markets, the size and
diversification of the combined company post the integration of
the Andrew acquisition, and the company's seasoned management team
which has steered the company through multiple industry cycles.
The ratings are tempered by the frequency and severity of
downturns in the connector industry cycle, the company's
acquisition history and its moderate leverage.

These ratings were affirmed:

  -- Corporate family rating: Ba3
  -- Probability of Default -- Ba3

These ratings were changed:

* $400 million Senior Secured Revolving Credit Facility due 2013 -
  - Ba2, LGD3, 41% (from Ba3, LGD3, 45%)

* Senior Secured Term Loan (originally $1.35 billion) due 2014 --
  Ba2, LGD3, 41% (from Ba3, LGD3, 45%)

* Senior Secured Term Loan (originally $750 million) due 2013 --
  Ba2, LGD3, 41% (from Ba3, LGD3, 45%)

This rating was withdrawn:

* 3.5 % Convertible Senior Subordinated Debentures due 2024

Ratings Outlook: stable

Moody's most recent communication was May 20, 2009, when Moody's
commented that the completion of the then pending amendment,
equity and debt transaction could stabilize the outlook if
completed

CommScope Inc., headquartered in Hickory, North Carolina, is a
leading global provider of wired and wireless connectivity
solutions targeted towards cable and telecom service providers as
well as the enterprise market.  The company had 2008 sales of
approximately $4.0 billion.


CRUCIBLE MATERIALS: Section 341(a) Meeting Continued to July 30
---------------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, will continue
the meeting of creditors in Crucible Materials Corporation and
Crucible Development Corporation's Chapter 11 cases on July 10,
2009, at 11:00 a.m.  The meeting commenced on June 8, 2009, at
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, in
Wilmington, Delaware.

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

Based in Syracuse, New York, Crucible Materials Corporation --
http://www.crucible.com/-- aka Crucible Specialty Metals,
Crucible Service Centers, Crucible Compaction Metals, Crucible
Research and Trent Tube makes stainless and alloy steel for use in
the aircraft, automotive, petrochemical, and other industries.
The Company sold its trent tubes unit to Plymouth Tube in 2007.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to employ Duff & Phelps Securities LLP as
investment banker; RAS Management Advisors LLC as business
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CRUSADER ENERGY: Chapter 11 Case to Stay in Dallas
--------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas in Dallas denied a request by Alpine
Inc. and Alpine Energy Inc. to transfer Crusader Energy Group's
Chapter 11 cases to Oklahoma.

According to Bill Rochelle at Bloomberg News, the Alpine companies
requested for a change of venue, noting that Crusader's
headquarters and more than 70 percent of Crusader's production and
proved reserves are in Oklahoma.  They noted that Crusader's only
connection with Texas comes from properties in formations known as
the Fort Worth and Permian Basins in Texas.

Another Oklahoma-based company, SemGroup LP, sought Chapter 11
protection in Delaware.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.  Beth Lloyd, Esq., Richard H. London, Esq., and
William Louis Wallander, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors as counsel.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the Official Committee of Unsecured
Creditors as counsel.


DARRELL TRENT MORGAN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Darrell Trent Morgan
           fbda DMC
        1042 Sand Hill Rd
        Guyton, GA 31312

Bankruptcy Case No.: 09-41270

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: J. Michael Hall, Esq.
                  Hall & Kirkland, PC
                  Post Office Box 647
                  Statesboro, GA 30459
                  Tel: (912) 489-2831
                  Fax: (912) 489-2887
                  Email: mhall@hallandkirkland.com

Total Assets: $1,906,369

Total Debts: $3,213,701

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/gasb09-41270.pdf

The petition was signed by Michael D. Lax, president of the
Company.


DESAI MOROLIA: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Desai Morolia Investment Corporation
        4444 Dixie Hwy
        Louisville, KY 40216

Bankruptcy Case No.: 09-32952

Chapter 11 Petition Date: June 15, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: cantor@derbycitylaw.com

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

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

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

         http://bankrupt.com/misc/kynb09-32952.pdf

The petition was signed by Chhaganlal B. Naik, president of the
Company.


DEAN HARDWOODS: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------
Wayne Faulkner at Star News Online reports that Dean Hardwoods,
Inc., has emerged from Chapter 11 bankruptcy protection.

Star News relates that Dean Hardwoods has renegotiated terms of a
$1.5 million line of credit line of credit.  Citing Dean
Hardwoods, the report says that the "unanticipated and
unreasonable demand for immediate payment" of the line of credit
was what sent the Company into Chapter 11 bankruptcy in 2008.

Dean Hardwoods said in a statement, "The terms provide a
reasonable time for full payment, insure against unreasonable
short-term demands, and provide sound footing for present and
future generations to build on the proud heritage of three
previous generations in fine wood enterprises."

According to Star News, Dean Hardwoods cited Waccamaw Bank, one of
its lenders, for its "cooperative renegotiation of terms during
the recent economic downturn, and for their initial financing of
our relocation facilities and their development into a state of
the art manufacturing plant."

Star News states that Dean Hardwoods said that it has won a
contract for 50,000 square feet of oak flooring for the Virginia
Museum of Fine Arts and a large order of teak from Rybovich and
Sons of Palm Beach for veneer for a sportfishing yacht.

Wilmington, North Carolina-based Dean Hardwoods, Inc. --
http://www.deanwood.com/-- provides lumber, wood flooring, and
moldings services.  It filed for Chapter 11 bankruptcy protection
on August 11, 2008 (Bankr. E.D. N.C. Case No. 08-05404).  Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assisted the
Company in its restructuring efforts.  The Company listed
$5,537,913 in assets and $10,342,609 in debts.


EASTMAN KODAK: S&P Affirms Issue-Level Ratings at 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'CCC+' issue-level
ratings on Eastman Kodak Co. and removed them from CreditWatch,
where they were placed with negative implications March 5, 2009.
The recovery rating remains at '5'.  The 'CCC+' issue-level
ratings (one notch lower than the corporate credit rating) and the
recovery ratings of '5' indicate S&P's expectation of average
(30%-50%) recovery in the event of default.

At the same time, S&P withdrew its 'B+' ratings on Eastman Kodak's
$1 billion revolving credit facility because the facility has been
significantly amended and restated and S&P is not rating the
amended and restated facility at the company's request.

The corporate credit rating on Eastman Kodak is 'B-' and the
rating outlook is negative.  The rating reflects S&P's concern
about the company's earnings and cash flow prospects.  This
concern is based on the ongoing and rapid deterioration of the
company's traditional consumer imaging business, the unproven
long-term profit potential of its consumer digital imaging
businesses, longer-term potential for a decline in its
entertainment imaging businesses, significant discretionary cash
flow deficits, vulnerability to economic pressures, and its
leveraged financial profile.  Kodak's substantial cash balance and
competitive positions in certain digital imaging markets minimally
offset these risks.

                           Ratings List

                        Eastman Kodak Co.

            Corporate Credit Rating     B-/Negative/--


                         Ratings Revised

                        Eastman Kodak Co.

                                  To        From
                                  --        ----
      Senior Unsecured            CCC+      CCC+/Watch Neg
        Recovery Rating           5         5


                            Withdrawn

                        Eastman Kodak Co.

                                  To        From
                                  --        ----
      Senior Secured              NR        B+/Watch Neg
        Recovery Rating           NR        1


EDDIE BAUER: Gets Interim OK to Access $90MM Portion of DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
relief requested by Eddie Bauer Holdings, Inc., in its "First Day
Motions" filed with the Court.  The orders issued by the Court
ensure that the Company will continue normal operations as it
moves forward with its sale process.  All of Eddie Bauer's 371
stores, its catalog operations and its Web sites --
http://www.eddiebauer.com/and http://www.firstascent.com/-- are
open and serving customers as usual.

On June 17, 2009, as part of its voluntary filing under Chapter 11
of the U.S. Bankruptcy Code, the Company submitted First Day
Motions designed to support its domestic and foreign vendors,
employees, independent contractors, utilities and customers.
Among other things, the Court granted interim or final approval of
the Company's requests to:

    -- Pay vendors under normal terms for goods and services
       provided on or after the petition date of June 17, 2009;

    -- Pay its employees in the usual manner and to continue
       without disruption their primary benefits; and

    -- Continue the Company's customer programs including honoring
       its gift cards and certificates, returns, its loyalty
       programs and its credit card program.

The Court also granted interim approval for the Company to access
the $90 million it requested of its new $100 million Debtor-in-
Possession facility from its existing revolving credit lenders,
Bank of America, N.A., GE Capital Corporation and CIT
Group/Business Credit, Inc.  The DIP facility is expected to
provide the Company with ample liquidity to meet its ongoing
obligations during the sale process.  A hearing for final approval
of the full DIP facility has been scheduled for July 7, 2009.

Neil Fiske, President and Chief Executive Officer of Eddie Bauer,
said, "We are pleased that this process has gotten off to a smooth
start with the approval of these important First Day Motions. We
look forward to continuing normal business operations and serving
our customers as usual, as we continue with this process to put
Eddie Bauer in a financially stronger and better position for the
future."

The Company has entered into a "stalking horse" agreement with an
affiliate of CCMP Capital Advisors LLC, under which CCMP Capital
proposes to buy the Eddie Bauer business, 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 substantially less debt and plans to keep the
majority of stores open and retain the majority of the employees.
The Company anticipates completing the sale process in 60 days or
less.

CCMP Capital's legal advisor is Weil, Gotshal & Manges LLP.

                         About Eddie Bauer

Established in 1920 in Seattle, Washington, 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, Inc., was a subsidiary of Spiegel, Inc.  Eddie Bauer
Inc. emerged from Spiegel's 2003 chapter 11 case as a separate,
reorganized entity under the control and ownership of Eddie Bauer
Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.


EDDIE BAUER: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-------------------------------------------------------------
Moody's Investors Service downgraded Eddie Bauer, Inc.'s
Probability of Default Rating to D from Ca following its
announcement that it had voluntarily filed for Chapter 11
bankruptcy.  All other existing ratings were affirmed.

This rating is downgraded:

  -- Probability of Default Rating to D from Ca.

These ratings are affirmed:

  -- Corporate Family Rating at Ca;
  -- $225 million senior secured term loan at Ca (LGD3, 48%).

Moody's plans to withdraw all ratings of Eddie Bauer in the near
future.

The last rating action on Eddie Bayer was on May 19, 2009, when
its Probability of Default rating was downgraded to Ca from Caa2.

Eddie Bauer, Inc., with headquarters in Bellevue, Washington, is a
multi-channel specialty retailer that sells casual apparel and
accessories.  The company offers its products through its 251
retail and 119 outlet stores in the U.S. and Canada along with its
catalogs and e-commerce sites.  In addition, the company
participates in a joint venture partnership in Japan and has
licensing agreements across a variety of product categories.
Revenues are about $1.0 billion.


EDDIE BAUER: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the ratings on
multichannel apparel retailer Eddie Bauer Holdings Inc. to 'D'
from 'CCC' as a result of the company's filing chapter 11
bankruptcy protection.

"The ratings on Eddie Bauer reflect the company's filing for
chapter 11 protection on June 17, 2009," said Standard & Poor's
credit analyst Diane Shand.  "This apparel retailer has been
struggling and its revenue and EBITDA have been declining."
Moreover, the company is very highly leveraged and its financial
covenants under within its credit facility were severely straining
its liquidity.


EMPIRE FINANCIAL: Defaults on Settlement Payment; EKN Sees Fraud
----------------------------------------------------------------
Empire Financial, a wholly owned subsidiary of Jesup and Lamont
entered into a settlement agreement on December 29, 2008, on an
arbitration award of $772,000 with EKN Financial under which
$175,000 was paid over two payments and 12 monthly payments were
owed.  A percentage of the obligation has been sold to a third
party.

There was a provision whereby Empire/Jesup and Lamont could
aggregate the next 3 monthly payments and make a $150,000 payment
no later than May 31.  The balance would be paid out over the next
10 months until $600,000 was satisfied.

Empire/Jesup and Lamont made the first two initial payments
totaling $175,000 and has not made any payments thereafter in
spite of the assurances from Jesup and Lamont's former CEO Donald
Wojnowski both before and after his May resignation as CEO.

EKN believes material assets were fraudulently conveyed from
Empire to Jesup and Lamont without any compensation to Empire,
which made it impossible for it to pay its obligation to EKN.

EKN's president Thomas Giugliano states, "Jesup and Lamont showed
cash of $55,200 as of 3/31 and uncollected stock subscriptions of
$4,884,976 in its 3/31/09 10Q.  If they choose to permit their
investors to not pay their obligations to them that is their
business.  Their brokers are leaving in droves and Mr. Wojnowski
and other current or former employees have received Wells Notices
from FINRA, but though that is unfortunate, it has nothing to do
with their debt to us.  We insist that they pay their obligation
to us and have instructed our attorneys to force them to do so."

EKN Financial Services is a New York-based investment boutique
designed to meet the varied needs of institutional and individual
clients.  It was founded by a team of Wall Street professionals
with more than three decades of financial experience.  The firm is
a member of the Financial Industry Regulatory Authority and the
Securities Investor Protection Corporation.

Jesup & Lamont Inc. is a New York-based holding company that
provides, through its wholly owned subsidiary, Jesup & Lamont
Securities Corp. -- http://www.jesuplamont.com/-- offers a broad
range of securities brokerage and services to individual
investors, independent registered representatives, unaffiliated
broker dealers and institutional and wholesale customers.


E*TRADE FINANCIAL: Moody's Reviews 'B3' Long-Term Issuer Rating
---------------------------------------------------------------
Moody's Investors Service is continuing to review for possible
downgrade the ratings of E*TRADE Financial Corporation (long-term
issuer rating at B3), and its thrift subsidiary, E*TRADE Bank
(deposit rating at Ba3).  E*TRADE's outstanding bonds, which were
downgraded to Caa3 on May 14 in anticipation of a possible
distressed exchange, also remain on review down.

E*TRADE announced a capital restructuring plan intended to bolster
the capital base of E*TRADE Bank and to provide financial relief
to the holding company in the form of substantially reduced debt
interest expenses and the lengthening of the maturity profile of
its long-term debt.

The most important components of the plan include: 1) the issuance
of $400 million in new common equity, most of which will be
downstreamed into the thrift, and 2) contingent on the successful
issuance of the equity, as well as shareholder approval, a par-
for-par exchange of $1 billion or more in existing senior bonds
(out of a total of $3.2 billion in outstanding bonds) for new
zero-coupon, 10-year convertible bonds.  E*TRADE plans to complete
the equity raise and debt exchange by the end of August.

Citadel Investment Group LLC, as E*TRADE's largest creditor and a
major stockholder, has agreed to participate in the equity
offering (subject to certain price-related conditions) and has
also committed to exchange no less than $800 million in the debt
exchange, pending approval from the Office of Thrift Supervision.

During the review, Moody's will focus on the degree to which
E*TRADE is successful in executing the critical components of its
capital restructuring plan.  "If successfully executed, the
recapitalization should be beneficial to E*TRADE's credit profile
and, consequently, would increase the likelihood that its B3
rating would be confirmed," said Moody's Vice President, Alexander
Yavorsky.  "However, given the magnitude of the task, and the
company's unstable financial condition, there is substantial
execution risk.  This is the main reason why Moody's are
continuing Moody's review for a possible downgrade"

If the capital plan is unsuccessful, and E*TRADE is not able to
substantially reduce its debt burden and strengthen its ability to
keep E*TRADE bank well-capitalized under adverse scenarios, the
ratings would likely be downgraded.

Moody's recent scenario testing of E*TRADE Bank's mortgage
portfolio suggests that pre-tax lifetime credit losses could be as
high as $2.5 billion, net of existing allowance.  If realized,
this level of losses would necessitate substantial capital
injections from the parent to keep the thrift's leverage ratio
above the 5% "well-capitalized" level.  Eventually, these capital
injections would be incompatible with ongoing interest service
requirements on E*TRADE's substantial holding company debt.

"This basic conflict of essential needs -- keeping the bank well-
capitalized while servicing holding company debt -- highlights why
the current capital structure is unsustainable.  E*TRADE is trying
to address this issue with this capital restructuring plan," said
Yavorsky.

Moody's also noted that the ratings on E*TRADE's currently
outstanding senior bonds continue to be Caa3 (on review for
possible downgrade) reflecting material losses faced by
bondholders as a result of the proposed debt exchange.  Upon the
completion of the ratings review, and assuming that Moody's would
not anticipate any further distressed exchanges, the ratings on
any outstanding bonds would likely be aligned with the holding
company's issuer rating

The last rating action on E*TRADE was on May 14, 2009, when its
issuer rating was downgraded to B3 from B2 (negative outlook) and
placed on review for further downgrade.  Also as part of this
rating action, the ratings on E*TRADE's senior unsecured bonds
were lowered to Caa3 from B2 (negative outlook) reflecting 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 principal deleveraging
strategy.  Finally, at the same time, E*TRADE Bank's deposit
rating was lowered to Ba3 from Ba2 (negative outlook).

E*TRADE is a major online retail brokerage firm that reported a
pre-tax loss from continuing operations of $470 million on
$1.9 billion in net revenue in 2008.


EUROFRESH INC: Files Going Concern Plan; 5%-7% for Unsec Creditors
------------------------------------------------------------------
Eurofresh Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Arizona a proposed Chapter 11
plan of reorganization.

After careful review of their current business operations and
various liquidation and recovery scenarios, as well as financing
and investment alternatives, the Debtors have concluded that the
recovery of all holders of allowed claims and interests will be
maximized by the Debtors' continued operation as a going concern
pursuant to the restructuring described in the
Plan.

Under the Plan, holders of existing credit facility secured
claims, miscellaneous secured claims, and convenience claims are
expected to receive 100% recovery.  Holders of general unsecured
claims and senior noteholder claims are expected to get between 5%
and 7% recovery under the plan.  The Debtors do not expect any
distribution to holders of discount noteholder claims,
subordinated debt securities claims and holders of equity
interests.  According to the explanatory disclosure statement,
claimants will receive these distributions under the Plan:

    i) holders of existing credit facility secured claims -- debt
       of $50 million secured by a blanket lien on substantially
       all assets of Eurofresh pursuant to a Credit and Guaranty
       Agreement dated as of March 25, 2008, signed by Silver
       Point Finance, LLC, as agent -- will receive a principal
       reduction payment of $7.5 million of the outstanding
       obligations under the existing credit documents and a
       rollover of all remaining obligations under the existing
       credit documents, to the extent allowed, into a new credit
       facility;

   ii) holders of miscellaneous secured claims will, on the
       effective date, either be reinstated, paid in full in cash
       or satisfied by the return of collateral;

  iii) holders of allowed convenience claims will receive the
       lesser of the allowed general unsecured claims of the
       holder or $1,000 paid in cash;

   iv) holders of allowed general unsecured claims will receive
       cash payments in an amount equal to the holder's pro rata
       share of the general unsecured claim fund; and

    v) holders of allowed senior noteholder claims will receive
       their pro rata share of:

         a) $10.0 million in face amount of PIK preferred stock;

         b) one million shares of New Common Stock; and

         c) certain proceeds of reserved shares under certain
            circumstances.

The Plan will be funded by new money financing and the issuance of
new common stock and PIK stock.  A total of $12.5 million in new
financing will be provided by Johan van den Berg and certain
noteholders -- holders of the $170,000,000 of 11-1/2% senior notes
due in 2013 issued by Eurofresh prepetition.  The $7.5 million of
the new money financing will be applied to reduce the principal
amount under the Existing Credit Documents and $5 million of which
will be used for working capital of Reorganized Eurofresh.

Bio Dynamics B.V./S.a.r.L., a Luxembourg company, company, which
is an affiliate, and under the direction, of Johan van den Berg,
will receive 40% of the stock of reorganized Eurofresh, the
Investing Noteholders 40%, 10% to Senior Noteholders and the
remaining 10% to be held in reserve.

A hearing is set for July 16, 2009, 10:00 a.m. (MST) to consider
approval of the disclosure statement.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3df6

A full-text copy of the Debtors' Chapter 11 plan of reorganization
is available for free at http://ResearchArchives.com/t/s?3df7

                       About Eurofresh, Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


FACTOR 5: Management Accused of Hiding Assets Before Filing
-----------------------------------------------------------
Former employees have filed a lawsuit against Factor 5, alleging
that management attempted to shield assets by fraudulently
transferring its intellectual property to another company, White
Harvest, to dodge debt, The Marin Independent Journal reports.

The Marin Independent quoted James Smith, attorney for the
plaintiffs, as saying, "We believe and have alleged in the
complaint that Factor 5 and White Harvest are essentially the same
company, being run by the same people, being represented by the
same sets of lawyers, with all the same management and ownership
and control, performing all the same work that they were doing at
Factor 5, just now with a new name and a new address."

The Marin Independent relates that the former workers claimed that
the fraudulent business practices led to Factor 5's closure in May
2009.  Marin Independent states that before liquidating its assets
under the Chapter 7 bankruptcy law, Factor 5 transferred the
intellectual property -- including a new version of Star Wars:
Rogue Squadron for the Nintendo Wii -- to the other company to
avoid paying unpaid employee wages and outstanding debts to
creditors.

According to Tom Magrino at GameSpot, Factor 5's fiscal woes were
first revealed in December 2008.  An animator with the studio
blogged about Factor 5 employees not being paid since November
2008, Gamespot states.  The report says that Factor 5 then laid
off some workers at its San Rafael, California-based offices and
was considering legal action against the animator.

Former employees said in court documents that upon filing for
bankruptcy, Factor 5 had $50,000 to $100,000 in assets and
$1 million to $10 million in debts and unpaid wages of more than
$900,000 due to 69 employees.   GameSpot states that LucasArts,
which loaned Factor 5 about $4 million in 2003, is the Company's
largest outstanding creditor.

Citing Mr. Smith, The Marine Independent relates that Factor 5 CEO
Julian Eggebrecht transferred on November 11, 2008, his stake in a
$548,000 San Rafael home to Katja Reitemeyer, Intel Corp.'s
director of business development and fellow title holder, for
$5,000.  According to The Marine Independent, Messrs. Eggebrecht
and Reitemeyer allegedly took out an $890,000 second mortgage on
the house in January 2007 and then secured a $100,000 home equity
line of credit in November 2007.

Factor 5 is an independent software and video game developer.  The
Company was originally co-founded by five former Rainbow Arts
employees in 1987 in Cologne, Germany, which served as the
inspiration behind the studio's name, before relocating to San
Rafael, California in 1994.  Julian Eggebrecht, one of the five
initial co-founders, currently serves as President of the Company.
It closed its U.S. studio May 2009, following the closure of Brash
Entertainment, with which the Company had multiple contracts.


FIFTY SEVEN RALSTON: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fifty Seven Ralston Street, LLC
        P.O. Box 813
        Keene, NH 03431

Bankruptcy Case No.: 09-12224

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Eleanor Wm Dahar, Esq.
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  Email: edahar@worldnet.att.net

Total Assets: $1,020,602

Total Debts: $1,156,109

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

          http://bankrupt.com/misc/nhb09-12224.pdf

The petition was signed by William R. O'Meara, member of the
Company.


FILENE'S BASEMENT: Syms Corp. Closes $65 Million Buyout
-------------------------------------------------------
Syms Corp. has consummated its acquisition of substantially all of
the assets of Filene's Basement Inc. following Bankruptcy Court
approval of the deal.

Under its asset purchase agreement with Filene's Basement, Syms,
through a wholly-owned subsidiary, acquired the vast majority of
the current operating Filene's Basement store leases, store
fixtures and inventory and is focused on maintaining the Filene's
Basement name and tradition.  The total consideration to Filene's
Basement amounted to roughly $65 million plus certain additional
costs of Filene's Basement that were assumed by Syms.

Vornado Realty Trust provided a portion of the funding for the
transaction.  A joint venture -- unrelated to Syms -- 50% owned by
Vornado paid roughly $16.8 million to terminate the venture's
existing Downtown Crossing lease with Filene's Basement in Boston,
Massachusetts.  Further, Vornado funded roughly $8.2 million in
connection with Syms agreeing to amend Vornado's lease assumed by
Syms at 4 Union Square South in Manhattan to provide, among other
things, for a minimum $1.5 million increase in annual rent.  The
lease between Vornado and Filene's Basement at Vornado's Bergen
Town Center in Paramus, New Jersey was also assumed by Syms.

Marcy Syms, President and Chief Executive Officer of Syms Corp,
stated: "This is an excellent strategic opportunity for Syms.
Syms has been in business for 50 years, and Filene's Basement for
100 years.  Our businesses are highly complementary.  We have long
respected Filene's Basement as a worthy competitor and have the
utmost respect for the institution and its traditions, brand and
incredible customer loyalty.  We are confident that leveraging
Filene's assets with Syms' infrastructure will provide for a
stable and profitable business and will position Filene's for
renewed growth.  This is a win for Educated Consumers, a win for
Syms, a win for the vast majority of Filene's employees who will
be offered employment by a Syms subsidiary, and a win for the
economy.  We are pleased to welcome a wonderful management team
and loyal employee base into the Syms family."

The sale of Filene's assets was effected pursuant to Section 363
of the Bankruptcy Code.

Stifel, Nicolaus & Company, Incorporated served as investment
banker to Syms and Lowenstein Sandler PC served as counsel to Syms
in connection with the transaction.  Fried, Frank, Harris, Shriver
& Jacobson LLP served as counsel to Vornado in connection with
this transaction.

In addition to the stores previously operated by Filene's
Basement, Syms Corp currently operates a chain of 32 "off-price"
apparel stores located throughout the Northeastern and Middle
Atlantic regions and in the Midwest, Southeast and Southwest.
Each Syms store offers a broad range of first quality, in-season
merchandise bearing nationally recognized designer and brand-name
labels.

                         About Filene's

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

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

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.


FINLAY ENTERPRISES: Initiates Formal Process to Sell Businesses
---------------------------------------------------------------
Finlay Enterprises, Inc., provided an update on the execution of
its strategic plan.  The Company continues to execute on its plan
to exit the department store channel, consolidate certain of its
underperforming specialty stores and reorganize around its better
performing specialty stores.

In a parallel work effort, as a result of several inquiries
regarding potential transactions, the Company has initiated a
formal process whereby parties may indicate their interest in the
Company's business or assets.  The Company has received
unsolicited interest from a number of financial and strategic
investors and is interested in exploring these and any other
interests that develop.  The Company retained Alvarez & Marsal as
financial advisor in February 2009 and appointed David Coles of
A&M as its Chief Restructuring Officer.  A&M is managing the
process, reporting to the Company's Board of Directors.

The Company's principal business is fine jewelry retailing and it
operates 107 specialty stores under the names Bailey Banks &
Biddle, Carlyle, J.E. Caldwell, Park Promenade and Congress
Jewelers.  The Company is headquartered in New York City with
Carlyle maintaining a regional office together with a repair and
distribution function in Greensboro, NC. The Bailey Banks & Biddle
locations are supported by a distribution center and jewelry
repair facility in Orange, CT.

Parties interested in receiving further information may contact
A&M at:

    David Coles    DColes@Alvarezandmarsal.com  (917) 402 - 2456
    Larry Sax      LSax@Alvarezandmarsal.com    (617) 510 - 2277

There can be no assurance that any business combination or other
transaction will be effected or, if effected, what the timing and
terms of any such transaction would be. In addition, the Company
does not intend to provide further public comment on this subject
until its Board of Directors deems it appropriate to do so.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly-owned subsidiary, Finlay Fine Jewelry Corporation, is one
of the leading retailers of fine jewelry operating luxury stand-
alone specialty jewelry stores and licensed fine jewelry
departments in department stores throughout the United States and
achieved sales of $754.3 million in fiscal 2008.  The number of
locations at the end of the first quarter of fiscal 2009 totaled
476, including 68 Bailey Banks & Biddle, 34 Carlyle and five
Congress specialty jewelry stores.

Finlay Enterprises has said its ability to continue as a going
concern is dependent on the successful implementation of its
strategic plan, the repayment of the amounts due under its
revolving credit facility and its ability to secure a new line of
credit on or before the maturity date of the Revolving Credit
Agreement.  Finlay also noted that it experienced a significant
operating loss in 2008 and is expected to have an operating loss
in 2009.  Finlay is also in default of certain covenants under the
Revolving Credit Agreement.

The outstanding balance under the Revolving Credit Facility has
been reduced from $236.2 million at the end of 2008 to roughly
$130.0 million at the end of April 2009.

Finlay expects to complete the strategic plan by the end of 2009.

As of January 31, 2009, Finlay had $567.6 million in total assets,
$560.7 million in total liabilities, and $6.92 million in
stockholders' equity.


FINLAY ENTERPRISES: S&P Downgrades Corporate Credit Rating to 'D'
-----------------------------------------------------------------
On June 17, 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on New York City-based Finlay Enterprises
Inc. and its wholly owned subsidiary, Finlay Fine Jewelry Corp.,
to 'D' from 'CCC' and lowered the issue level rating on its 8 3/8%
senior notes due June 2012 to 'D'.

"The recovery rating for the senior notes remains a '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default," said Standard & Poor's credit
analyst David Kuntz.  At the same time, S&P lowered the issue
level ratings on the second and third lien debt to 'C' from 'CC'.
The recovery rating remains a '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

The company did not pay the semi-annual interest payment of
$1.7 million because of the holders of the senior notes on June 1,
2009.  The indenture relating to the senior notes provides a 30-
day grace period; however, S&P believes it is unlikely that the
company will make the interest payment within the grace period.


FINLAY FINE: S&P Downgrades Corporate Credit Rating to 'D'
----------------------------------------------------------
On June 17, 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on New York City-based Finlay Enterprises
Inc. and its wholly owned subsidiary, Finlay Fine Jewelry Corp.,
to 'D' from 'CCC' and lowered the issue level rating on its 8 3/8%
senior notes due June 2012 to 'D'.

"The recovery rating for the senior notes remains a '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default," said Standard & Poor's credit
analyst David Kuntz.  At the same time, S&P lowered the issue
level ratings on the second and third lien debt to 'C' from 'CC'.
The recovery rating remains a '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

The company did not pay the semi-annual interest payment of
$1.7 million because of the holders of the senior notes on June 1,
2009.  The indenture relating to the senior notes provides a 30-
day grace period; however, S&P believes it is unlikely that the
company will make the interest payment within the grace period.


FORD MOTOR: Has Cut Debt by $10BB, Raised $6BB This Year
--------------------------------------------------------
Bryce G. Hoffman at The Detroit News reports that Ford Motor Co.
CEO Alan Mulally said that the Company has reduced its debt by
about $10 billion this year and has raised $6 billion from the
capital markets.

Citing Mr. Mulally, The Detroit News relates that Ford isn't being
left at a competitive disadvantage as General Motors Corp. and the
Chrysler LLC restructure in bankruptcy court with the government's
help.  According to The Detroit News, Mr. Mulally said that Ford
is in a better position than its rivals.  "First, we have sized
ourselves so that we are competitive, we can be profitable.
Second, we have probably the finest car lineup of anybody --
small, medium and large cars, utilities and trucks.  We have the
liquidity to keep implementing our plan. And you can see the
response that we're getting from consumers," The Detroit News
quoted Mr. Mulally as saying.

Mr. Mulally said that Ford remains on track to return to
profitability in 2011, and that it " will continue to look for
opportunities to improve our balance sheet," The Detroit News
states.

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.


FORUM HEALTH: Wants Until November 11 to File Chapter 11 Plan
-------------------------------------------------------------
Forum Health and its debtor-affiliates ask the Hon. Kay Woods of
the U.S. Bankruptcy Court for the Northern District of Ohio to
extend their exclusive periods to:

  -- file a Chapter 11 plan until Nov. 11, 2009; and

  -- solicit acceptances from that plan until Jan. 11, 2010.

The Debtors' current exclusive plan filing deadline is July 14,
2009, and solicitation deadline is Sept. 12, 2009.

The Debtors say that they proposed the extension of time out of a
sense of efficiency and an abundance of caution.  Within the
extension period, the Debtors expect to comply with the plan
filing requirements of the final cash collateral order, which is
planned to be entered by Sept. 15, 2009.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-40795) Paul W.
Linehan, Esq. and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health estimated that it had assets and debts
both ranging from $100 million to $500 million.


FRASER PAPERS: Files for Creditor Protection in Toronto
-------------------------------------------------------
Fraser Papers Inc., together with its subsidiaries, has initiated
a court-supervised restructuring under the Companies' Creditors
Arrangement Act (Canada) in the Ontario Superior Court of Justice.
Fraser Papers will also be seeking similar relief pursuant to
Chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.

Pursuant to CCAA Proceeding, PricewaterhouseCoopers Inc. was
appointed by the Court as Monitor to assist the Company through
its restructuring process.  The Company remains in control of its
assets and business operations.

"The filing will provide Fraser Papers with a defined process and
the necessary time to restructure its affairs in order to emerge
with a sustainable and profitable specialty paper business," said
Peter Gordon, the Company's Chief Executive Officer.

Fraser Papers has been working with employees, suppliers,
customers and governments over many months to reduce costs,
improve fibre access, and optimize operations in a challenging
environment.  The Company has determined that continued operating
losses, weak demand and selling prices for pulp and lumber,
impending debt repayments and significant pension funding
obligations require Fraser Papers to seek this protection from
creditors while it continues to pursue alternatives to restructure
its operations.

"Unlike many restructurings, the court filing was not the result
of excessive leverage," said Mr. Gordon. "Our paper business
remains profitable, particularly the specialty packaging and
printing segments where there are opportunities to grow in a
number of key segments. However, weak pulp and lumber markets have
drained our limited resources, more than offsetting the progress
in our paper business."

In support of this process, CIT Business Credit Canada has agreed
to continue to revolve the existing working capital facility and,
in addition, Brookfield Asset Management has agreed to provide
debtor in possession financing. Together these two facilities will
provide up to $20 million to fund operations during the
restructuring process.

The Company's operating plans are unaffected by the filing.  The
two paper mills in Madawaska, Maine and Gorham, New Hampshire will
continue to operate without disruption, manufacturing specialty
paper products for existing customers.  The Company will proceed
with developing a framework for a restructuring plan with the goal
of making Fraser Papers more competitive and profitable.

-Company Developing Restructuring Plan

Based in Toronto, Ontario -- http://www.fraserpapers.com/--
Fraser Papers is an integrated specialty paper company that
produces a broad range of specialty packaging and printing papers.
The Company has operations in New Brunswick, Maine, New Hampshire
and Quebec.  Fraser Papers is listed on the Toronto Stock Exchange
under the symbol: FPS.


FRASER PAPERS: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Fraser Papers Inc.

Chapter 15 Debtor: Fraser Papers Inc.
                   181 Bay St., Suite 200
                   Brookfield Pl.
                   Toronto, ON M5J2t3
                   Canada

Chapter 15 Case No.: 09-12123

Debtor-affiliates filing separate Chapter 15 petitions:

      Entities                               Case No.
      --------                               --------
Fraser Papers Holdings Inc.                  09-12124
Fraser Timber Ltd.                           09-12125
Fraser Papers Limited                        09-12126
Fraser N.H. LLC                              09-12127
FPS Canada Inc.                              09-12128

Type of Business: The Debtors make commercial printing papers and
                  packaging papers.

                  See http://www.fraserpapers.com/

Chapter 15 Petition Date: June 18, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Chapter 15 Petitioner's Counsel: Derek C. Abbott, Esq.
                                 dabbott@mnat.com
                                 John A. Sensing, Esq.
                                 jsensing@mnat.com
                                 Morris, Nichols, Arsht &
                                 Tunnell LLP
                                 1201 N. Market Street
                                 P. O. Box 1347
                                 Wilmington, DE 19899
                                 Tel: (302) 658-9200
                                 Fax: (302) 658-3989

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


FIRST METALS: Court Approves Creditor Payment Plan Under BIA
------------------------------------------------------------
First Metals, Inc., said its proposal under the Bankruptcy and
Insolvency Act has been approved by the Ontario Superior Court of
Justice.

First Metals initially commenced its restructuring proceedings
under the BIA as a result of the dramatic drop in copper prices
which led to severe liquidity constraints and a default in making
the interest payment due December 31, 2008 on its outstanding
senior secured notes.  The Proposal was approved by the creditors
of First Metals on May 6, 2009.

Under the terms of the Proposal, each person holding a proven
secured claim will receive 75 common shares in the capital of the
Company and 8 warrants in the capital of the Company for each C$1
of proven secured claim; C$3,000,000 of secured promissory notes
will be issued on a pro rata basis to persons holding a proven
secured claim; and the Company will distribute C$500,000 pro rata
to secured claim holders along with the proceeds from the sale of
any equipment by the Company over C$1,000.  The holders formerly
with C$20 million in notes of the Company were determined to have
C$3.5 million in secured claims and C$16.5 million plus interest
in unsecured claims.

Each person holding a proven unsecured claim will receive 2 Common
Shares for each C$1 of proven unsecured claims.  The persons may
elect, instead of receiving shares, to receive a cash payment
equal to 10% of that person's proven unsecured claim up to a
maximum of C$500.

Each Warrant will entitle the holder to purchase one additional
Common Share for a period of 18 months after the effective date of
issuance, at an exercise price of:

     (i) C$0.03 per Common Share for the first 12 months from the
         effective date of issuance; and

    (ii) C$0.05 per Common Share thereafter until the Expiry Date.

Each Note will have a five-year term, with interest accruing on
each Note at a rate of 5% per annum payable annually in arrears.

Based on the current estimates for secured claims and unsecured
claims, roughly 314 million Common Shares could be issued in
conjunction with the debt restructuring which when fully
implemented could result in a total of roughly 357 million
outstanding shares.  The figures are subject to the proof of claim
process by the Trustee.  If the associated Warrants were to be
exercised, then an additional roughly 28 million shares would be
issued, resulting in roughly 385 million shares outstanding on a
fully diluted basis, with cash proceeds to the Company from the
Warrant exercises of C$840,000 to C$1.4 million.

The Company intends to rely on the financial hardship exemption
found in section 604(e) of the TSX Company Manual from the Toronto
Stock Exchange requirement for shareholder approval to the
issuance of the Common Shares and Warrants.  The Proposal is
conditional upon receipt of all regulatory approvals, including
TSX approval.

First Metal's CEO Richard Williams commented "With the completion
of the reorganization process, we can now get back to the business
of mining.  Our focus will now be on the development of the Magusi
polymetallic deposit and other opportunities."

First Metals confirms that it is anticipated that the Annual
Financial Statements will be filed on or before June 19, 2009.
First Metals intends to file the March 31, 2009 unaudited
financial statements once the annual financial statements have
been filed and in any event by June 26, 2009.

Based in Toronto, Ontario, First Metals Inc. (CA:FMA) --
http://www.firstmetalsinc.com-- produces copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit, located approximately 1.2 km from the
Fabie Mine.  The Company has approximately 42.8 million shares
issued and outstanding.


FONTAINEBLEAU LAS VEGAS: U.S. Trustee Forms Creditors Committee
---------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, appoints
five members to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fontainebleau Las Vegas
Holdings, LLC, Fontainebleau Las Vegas, LLC, and Fontainebleau
Las Vegas Capital Corp.:

(1) KELLEY II, LLC
    dba KELLEY TECHNOLOGIES
    c/o Brooks Pickering, President & CEO
    5625 Arville Street, Unit D
    Las Vegas, Nevada 89118
    Tel: 702-889-8777
    Fax: 702-889-8237
    Email: Mroberts@kelleytechnologies.com

(2) Minibar North America, Inc.
    c/o Anthony Joseph Torano, President & CEO
    7340 Westmore Road
    Rockville, Maryland 20850
    Tel: 301-354-5051
    Fax: 301-309-1115
    Email: Tony.torano@minibarna.com

(3) Paul Steelman Design Group/Steelman Partners
    c/o Matt Mahaney, General Counsel
    3330 West Desert Inn Road
    Las Vegas, Nevada 89102
    Tel: 702-873-0221
    Fax: 702-367-0724
    Email: Matt.Mahaney@steelmanpartners.com

(4) Decca Hospitality
    c/o Nick Hart, President & CEO
    3525 Piedmont Road, Bldg 7, Suite # 205
    Atlanta, Georgia 30305
    Tel: 404-262-4330
    Fax: 404-262-4399
    Email: Nhart@deccahospitality.com

(5) Wells Fargo Bank, as Indenture Trustee
    c/o Thomas Korsman, Vice President
    MAC 9311-110, 625 Marquette Avenue
    Minneapolis, Minnesota 55479
    Tel: 612-466-5890
    Email: Thomas.M.Korsman@wellsfargo.com

KELLEY II, LLC has been appointed temporary chairperson of the
Committee.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

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

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LAS VEGAS: Sec. 341 Creditors Meeting on July 15
--------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, will
convene a meeting of creditors of Fontainebleau Las Vegas
Holdings, LLC and its debtor-affiliates on July 15, 2009, at 2:00
p.m., at 51 SW 1st Ave., Room 1021, in Miami, Florida.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

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

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LAS VEGAS: Proofs of Claim Due October 13
-------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates have
notified parties-in-interest that all creditors, excluding
governmental units, have until October 13, 2009, to
file proofs of claim in their Chapter 11 cases.

For governmental units, the deadline to file claims is December 7,
2009.

Proof of Claims are to be sent to:

  FBLV Claims Processing Center
  Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, CA 90245

The notice further notes that the deadline for parties to file a
complaint to determine dischargeability of certain debts is
September 14, 2009.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

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

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LAS VEGAS: Proposes to Use Lenders' Cash Collateral
-----------------------------------------------------------------
As of the Petition Date, (i) each of Fontainebleau Las Vegas
Holdings, LLC, and its affiliates jointly and severally were
indebted and liable to the Prepetition Term Lenders in respect of
loans made by the Prepetition Term Lenders to the Debtors under
Prepetition Loan Documents in the aggregate principal amount of
not less than $1,036.5 million -- plus accrued and unpaid
interest, (ii) each of the Debtors were indebted and liable to the
Prepetition Term Lenders for unpaid fees, expenses, make-whole
amounts, charges and other obligations incurred in connection with
the loans and letters of credit as provided in the Prepetition
Loan Documents, and (iii) each Debtor which is a party to a
guarantee executed and delivered in respect of the Prepetition
Term Obligations was liable to the Prepetition Term Lenders under
the guarantee in the aggregate amount of not less than the
aggregate amount of the Prepetition Term Obligations.

Prepetition, each of the Debtors further granted these liens and
security interests in substantially all of their assets
comprising the Project other than the air rights comprising the
Retail Component of the Project or the Resort Collateral:

  (a) a first priority lien on, and continuing pledge and
      security interest in, the Resort Collateral to or for the
      benefit of the Prepetition Secured Parties to secure,
      among other obligations, the Prepetition Term Obligations
      and any guarantees thereof;

  (b) a ratable interest in the Resort Collateral to the holders
      or issuers of the Other Obligations;

  (c) a second priority lien on, and continuing pledge and
      security interest in, the Resort Collateral to or for the
      benefit of the holders of the Junior Mortgage Notes.

Among other things, the Resort Collateral includes cash
collateral consisting of:

   (i) all funds of the Debtors as of the Petition Date,
       including the contents of all of the bank accounts
       identified in the Disbursement Agreement as to which the
       Prepetition Agent is listed as pledgee; and

  (ii) all cash proceeds of Prepetition Collateral received
       after the Petition Date or the Cash Collateral.

Specifically, the Cash Collateral primarily consists of:

  * Approximately $136.6 million -- Bank Proceeds Account --
    Funds advanced by the participating lenders under the Senior
    Credit Facility pursuant to a Notice of Borrowing are
    deposited in this account.

  * Approximately $14.5 million -- Resort Payment Account --
    Funds advanced by the participating lenders under the Senior
    Credit Facility that were the subject of a prepetition
    Advance Request.

  * Approximately $50 million -- Liquidity Reserve Account --
    As security for Fontainebleau Las Vegas, LLC -- Resort's --
    obligation to complete the Project, Resort has $50 million
    on deposit in this account which serves as cash collateral
    for the Senior Credit Facility.

Against this backdrop, the Debtors sought and obtained an interim
order from the U.S. Bankruptcy Court for the Southern District of
Florida, authorizing them to use the Cash Collateral solely and
exclusively for the disbursements set forth in a budget for the
period of time from the Petition Date until the earliest to occur
of (a) July 8, 2009, or (b) the occurrence and continuation of a
"Termination Event".

A Termination Event includes, among other things:

    (i) July 8, 2009 -- the Outside Date;

   (ii) any Debtor will fail to comply with any of the terms or
        Conditions of the Interim Order;

  (iii) any Debtor will seek any modification or extension of
        the Order without the prior written consent of the Term
        Lender Steering Group, or any order will be entered,
        other than with the consent of the Term Lender Steering
        Group, reversing, amending, supplementing, staying,
        vacating, or otherwise modifying the Order in any
        material respect or terminating the use of Cash
        Collateral by the Debtors pursuant to the Order;

   (iv) the cumulative aggregate cash disbursements exceed 105%
        of cumulative aggregate amount of cash disbursements for
        four weeks projected in the Budget line "Weekly
        Subtotal" during the term of the Budget; and

    (v) an application will be filed by any Debtor for the
        approval of any Superpriority Claim or any lien in any
        of the Chapter 11 Cases which is pari passu with or
        senior to the Adequate Protection Obligations or
        Adequate Protection Liens, or there will be granted any
        pari passu or senior Superpriority Claim or lien in each
        case, except any Superpriority Claim or lien arising
        hereunder.

The Debtors have reached agreement with certain of the
Prepetition Term Lenders that are members of a steering group and
who hold an aggregate amount of Term Loans in excess of $350
million for the consensual use of Cash Collateral, the Debtors'
proposed counsel, Scott L. Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, in Miami, Florida, told the Court.
He further noted that the Debtors have anticipated that by the
initial hearing on the request, consent will have been obtained
to the use of the Cash Collateral by other Prepetition Term
Lenders -- who, with the members of the Term Lender Steering
Group, hold more than 51% of the Term Loan Facility.

Mr. Baena further explained that the Debtors and their financial
advisors, as an alternative to the use of Cash Collateral, sought
debtor-in-possession financing.  However, the Debtors have
concluded that the use of the Cash Collateral on certain terms
and in the Interim Cash Collateral Order is more desirable.

Accordingly, the Debtors believe that the approval of their
Request is in the best interests of their creditors and their
estates because it will enable them to (i) continue the orderly
operation of their business and avoid an immediate total shutdown
of operations; (ii) meet their obligations for payroll, necessary
ordinary course expenditures, and other operating expenses; and
(iii) make payments authorized under other Orders entered by the
Court, thereby avoiding immediate and irreparable harm to the
estates.

The Interim Cash Collateral Order provides for these
Adequate Protection Obligations:

  (a) Payment of Fees and Costs,
  (b) Adequate Protection Liens, and
  (c) Superpriority Claim

The Debtors will pay on an ongoing basis (i) to the Prepetition
Agent, the current cash payment of interest at the non-default
rates and at the times provided for in the Prepetition Credit
Agreement on the Prepetition Term Obligations, and (ii) from time
to time after the Petition Date, the current cash payment of
documented fees and expenses incurred after the Petition Date of
(1) the Prepetition Agent, (2) Hennigan, Bennett & Dorman
LLP and Akerman Senterfitt as counsel to the members of the Term
Lender Steering Group and to other Prepetition Term Lenders (3)
Jefferies & Company pursuant to the terms of its engagement
letter, with an effective date of April 23, 2009, between
Jefferies, the Company and HBD, as counsel to the Term Lender
Steering Group; all of the amounts to be paid without further
motion, fee application, or order of the Court.  The Prepetition
Agent, HBD, Akerman or Jeffries will, upon request of the Office
of the United States Trustee, provide the documentation to the
OUST, who will be entitled to file, within 20 days of receipt of
the documentation, an objection to any payments that the OUST
contends are not reasonable in amount, with any objection by the
OUST to be determined by the Court.

To secure the Adequate Protection Obligations, the Debtors have
agreed to grant the Prepetition Secured Parties, Adequate
Protection Liens which will be pari passu to the Prepetition
Liens and effective and perfected as of the Petition Date and
without the necessity of the execution by the Debtors of
mortgages, security agreements, pledge agreements, financing
statements, or other agreements.  In addition, Wells Fargo Bank,
National Association, in its capacity as Trustee under the Second
Mortgage Indenture, will be granted, effective and perfected as
of the Petition Date and without the necessity of the execution
by the Debtors of mortgages, security agreements, pledge
agreements, financing statements, or other agreements, a valid
and perfected replacement security interest in, and lien on any
Collateral in which the Trustee held a prepetition lien.  Any
replacement lien will be subordinated in all respects to the
Liens securing the Prepetition Term Obligations and the Adequate
Protection Obligations and subordinated to the extent provided
under Intercreditor Agreement (Project Lenders) between the
Prepetition Agent and the Trustee dated June 6, 2007.

In addition, the Debtors have agreed to grant the Prepetition
Secured Parties in each of their Chapter 11 Cases an allowed,
superpriority administrative expense claim under section 507(b)
of the Bankruptcy Code with respect to the Adequate Protection
Obligations.  The Superpriority Claim will have priority over all
administrative expenses of the kind specified in, or ordered
pursuant to, any provision of the Bankruptcy Code.  The
Superpriority Claim will be payable from and have recourse to all
prepetition and postpetition property of the Debtors and all its
proceeds.

Bank of America, N.A., as Administrative Agent under a Credit
Agreement dated June 6, 2007, with the Debtors, tried to block
approval of the Request saying holders of a majority of the
outstanding Obligations have not consented to the terms of the
Cash Collateral Order, and certain terms of the proposed Cash
Collateral Order provide for disparate treatment of the Revolving
Lenders and fail to provide adequate protection to the Revolving
Lenders.

The Court, however, overruled all objections to the Request that
have not previously been resolved or withdrawn.

A full-text copy of the Interim Cash Collateral Order may be
accessed for free at:

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

The Court will convene a final hearing on the Request on June 30,
2009, at 3:00 p.m.  Parties have until June 26 to file
objections.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

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

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC listed less than $50,000 in assets and more than
$1 billion in debts.

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



FONTAINEBLEAU LAS VEGAS: Wants to Maintain Intercompany Deals
-------------------------------------------------------------
Non-debtor affiliates Fontainebleau Las Vegas Retail Parent, LLC,
Fontainebleau Las Vegas Retail Mezzanine, LLC, have been engaged
in the development of a portion of Debtor Fontainebleau Las
Vegas, LLC's project for the construction of a "Tier A" casino
hotel resort.  The development involving the Retail Entities --
some 286,500 square feet of the Project -- will consist of
signature restaurants, marquee nightclubs and related amenities.

Pursuant to the terms of a disbursement agreement in connection
with certain of the Debtors' credit facilities pertaining to the
Project, certain funds borrowed by Fontainebleau Las Vegas
Retail, LLC, known as "Retail", are required to be paid to Debtor
Fontainebleau Las Vegas, LLC, known as "Resort", to pay Retail's
share of the costs associated with the construction of the
Project.

Additionally, the Debtors have certain other transactions with
each other and other non-debtor affiliates pursuant to certain
cost sharing agreements.

Accordingly, Fontainebleau Las Vegas Holdings, LLC, and its debtor
affiliates ask the Court to continue intercompany transfers in the
ordinary course of their business.  They also ask the Court that
all intercompany claims, including those involving non-Debtor
affiliates, arising after the Petition Date, be afforded
administrative expense priority.  This will ensure
that each individual Debtor will not, at the expense of its
creditors, fund the operations of an affiliated entity, the
Debtors say.

They assure the Court that they will continue to maintain
detailed records reflecting all transfers of funds among them so
that all intercompany transactions can be readily ascertained.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas Holdings, LLC --
http://www.fontainebleau.com/-- is constructing a luxury resort,
Fontainebleu Las Vegas, on the northern end of the Las Vegas
Strip.

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

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC listed less than $50,000 in assets and more than
$1 billion in debts.

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


GENERAL MOTORS: Sec. 341 Meeting of Creditors on July 27
--------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, will convene a
meeting of creditors of General Motors Corporation and its debtor-
affiliates on July 27, 2009, at 1:00 p.m., at the Hilton New York
Hotel, at 1335 Avenue of the Americas, in New York.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Seeks to Repay Gelco Facility from DIP Loans
------------------------------------------------------------
General Motors Corporation is a borrower under a Loan and Security
Agreement, dated October 2, 2006, between GM and Gelco
Corporation, as Lender.  Pursuant to the Gelco Credit Agreement,
GM's obligations under the Gelco Facility were secured by (i) all
automobiles or light trucks owned by GM and used in one of GM's
"company car programs," (ii) all automobiles or light trucks held
by GM as inventory, for which a certificate of title has been
issued by the State of Michigan or for which a properly tendered
application for a certificate of title has been received by the
Michigan Secretary of State, (iii) all accounts, chattel paper or
general intangibles arising from the sale or disposition of the
foregoing, (iv) all accounts of GM where the sale proceeds of the
foregoing are to be deposited, (v) all books and records relating
to any of the foregoing, and (vi) all proceeds of the foregoing,
including any insurance proceeds with respect to any of the
foregoing.

As of May 27, 2009, the outstanding principal amount of the loans
under the Gelco Facility was $125,000,000.  The borrowings under
the Gelco Facility were used to fund general working capital
requirements.  The Debtors believe that, as of the Petition Date,
the value of the assets encumbered by Gelco exceeds the aggregate
amount of the Gelco Facility Obligations.

The Debtors have determined to pay the Gelco Facility, with
interest calculated at the non-default rate, within one business
day after entry of a final DIP order.  Payment will consolidate
existing secured obligations under one facility for ease of
administration, the Debtors proposed counsel, Harvey R. Miller,
Esq., at Weil, Gotshal & Manges, LLP, in New York, tells Judge
Robert E. Gerber of the U.S. Bankruptcy Court for the Southern
District of New York.

Because the secured parties under the Gelco Facility are
oversecured, the payment in full of all obligations under the
Facility will not prejudice any other parties-in-interest in the
Debtors' bankruptcy cases, Mr. Miller asserts.  If it is later
determined that there is some infirmity in the claims, Mr. Miller
says the Court can fashion an appropriate remedy.  Mr. Miller adds
that the lenders under the DIP Facility have agreed that proceeds
of the postpetition financing may be used to repay the Gelco
Facility in full, provided that no default interest or prepetition
expenses related thereto are charged or paid in connection
therewith.

The Debtors seek the Court's authority to repay the Gelco Facility
a day after entry of the final DIP Order.

                        DIP Financing Terms

The Debtors have entered into a Secured Superpriority DIP Credit
Agreement, with General Motors Corporation as borrower, and the
U.S. Treasury and Export Development Canada as lenders, which
facility provides the Debtors of up to $15 billion of interim DIP
financing commitment and up to $33.3 billion of final DIP
financing commitment.  A draft copy of the DIP Credit Agreement is
available for free at http://bankrupt.com/misc/gm_dipagreement.pdf

The DIP Facility proceeds will be used to finance working capital
needs, capital expenditures, the payment of warranty claims and
other general corporate purposes, subject to the maintenance of
certain financial covenants, including the payment of expenses
associated with the administration of the Debtors' cases.

The DIP Credit Agreement contemplates these salient terms:

     Borrower:            General Motors Corporation

     DIP Lenders:         U.S. Treasury and EDC

     Guarantors:          Certain domestic subsidiaries of GM

     Joint Liability:     The Guarantors guarantee the
                          obligations under the DIP Facility
                          on a joint and several basis.

     Borrowing Limits:    An Interim Commitment in an amount
                          equal to $15.0 billion and a total
                          Commitment in an amount up to
                          $33.3 billion.

     Interest Rate:       The non-default rate for Eurodollar
                          loans, is the sum of (a) the greater
                          of (i) the LIBOR rate for the period
                          of the applicable loan, adjusted for
                          certain reserve requirements, and (ii)
                          2.00%, plus (b) 3.00% and for ABR
                          loans is the sum of (a) the greater of
                          (i) the prime rate, (ii) the fed funds
                          rate plus 0.5%, and (iii) the three
                          month Eurodollar rate plus 1%, plus
                          (b) 2.00%.

                          The default interest rate, if
                          applicable, is the otherwise
                          applicable non-default rate plus
                          5.00%.  At the sole discretion of the
                          U.S. Treasury, the otherwise
                          applicable non-default rate may be
                          the rate of interest applicable to
                          ABR loans plus 2.00%.

     Initial Budget:      The Debtors and the DIP Lenders have
                          agreed upon the initial budget,
                          available for free at:
                          http://bankrupt.com/misc/gm_budget.pdf

                          On a weekly basis, the Debtors will
                          provide to the DIP Lenders a variance
                          report including explanations for all
                          material variances against the Initial
                          Budget and certified by an officer of
                          GM.

     Funding of
     Non-Debtor
     Affiliates:          The Debtors anticipate using proceeds
                          of the DIP Facility to fund certain
                          non-debtor affiliates.

     Maturity:            The DIP Facility will terminate on the
                          earliest to occur of (i) August 30,
                          2009, the Petition Date; (ii) 55 days
                          after the Petition Date if a Final DIP
                          Order substantially in the form of the
                          Interim DIP Order has not become final
                          and non-appealable; (iii) the
                          effective date of a plan of
                          reorganization or liquidation; (iv)
                          the acceleration of the DIP Facility
                          in accordance with its terms; and (v)
                          October 31, 2009.

     Wind-Down Loan:      GM will propose a wind down budget not
                          later than 10 days prior to closing
                          the 363 Transaction.  The Lenders
                          agree to provide a wind-down loan upon
                          agreement of the wind down budget,
                          expected to be approximately
                          $950 million, in an amount
                          satisfactory to a majority, by
                          aggregate exposure, of the lenders.

     Voluntary
     Prepayments:         The DIP Facility may be prepaid, in
                          whole or in part, without premium or
                          penalty, subject to minimum prepayment
                          amounts in the case of partial
                          prepayments.

     Mandatory
     Prepayment:          The Borrower is required to prepay the
                          loans in an amount equal to the net
                          cash proceeds of certain asset sales,
                          extraordinary receipts, casualty and
                          condemnation events and from the
                          incurrence of indebtedness not
                          permitted to be incurred under the DIP
                          Facility, in each case subject to
                          certain exceptions.

     Superpriority
     Claims:              The DIP Lenders are granted an allowed
                          super-priority administrative expense
                          claim, which (A) will have priority
                          over all other administrative expense
                          claims and unsecured claims, (B) will
                          at all times be senior to the rights
                          of each Debtor or its estate, to the
                          extent permitted by law; and (C) will
                          be subject and subordinate only to the
                          Carve-Out.

     DIP Liens:           First Priority Liens.  The DIP Lenders
                          are granted valid, perfected, first
                          priority security interests in and
                          liens on substantially all
                          unencumbered property and assets of
                          the Debtors and their estates, subject
                          only to Permitted Liens and the
                          Carve-Out.

                          Junior Liens.  The DIP Lenders are
                          granted valid, perfected junior
                          security interests in and liens on
                          certain property encumbered by non-
                          avoidable liens, whether perfected or
                          perfectable as of the Petition
                          Date, subject only to the Carve-Out.

     Carve-Out:           The "Carve-Out" includes an amount
                          sufficient to pay (a) allowed
                          professional fees and disbursements of
                          professionals retained by the Debtors
                          and any Committee and allowed expenses
                          of Committee members not to exceed
                          $20,000,000, plus all fees and
                          expenses that were accrued or incurred
                          prior to the occurrence of an Event of
                          Default, and (b) all fees required to
                          be paid to the Clerk of the Bankruptcy
                          Court and to the Office of the United
                          States Trustee Section 1930 of Title
                          28 of the Bankruptcy Code.

                          The Carve-Out will not include any
                          fees or disbursements related to the
                          investigation, commencement, or
                          prosecution of any claims against the
                          DIP Lenders or parties granted
                          adequate protection under the DIP
                          Order.

     Restrictions on
     Investigation and
     Prosecution of
     Claims:              None of the DIP Facility proceeds will
                          be used in (a) any investigation,
                          including discovery proceedings,
                          initiation, or prosecution of claims
                          against the DIP Lenders, or (b) the
                          initiation or prosecution of any
                          claims against the DIP Lenders or
                          their affiliates with respect to any
                          loans or financial accommodations.

     Adequate
     Protection:          Certain prepetition secured parties
                          are granted (a) an administrative
                          expense claim pursuant to Section
                          507(b), with priority immediately
                          junior to the DIP Lenders'
                          administrative expense claim, (b)
                          liens on and security interests in
                          certain property of the Debtors'
                          estates, with a priority immediately
                          junior to the DIP Liens, and (c)
                          reimbursement by the Debtors of all
                          reasonable fees and expenses.

     Reimbursement:       The Debtors are directed to reimburse
                          reasonable fees and expenses within 10
                          days.  Those reimbursements are
                          guaranteed by the Debtors under the
                          DIP Facility and elevated to
                          superpriority administrative expense
                          status by operation of the DIP
                          Lenders' superpriority administrative
                          expense claim for all obligations
                          under the DIP Facility.

     Events of Default:   The Events of Default include:

                             * any failure to pay principal or
                               interest owing under the DIP
                               Facility when due, subject to a
                               two-business day grace period for
                               interest payments;

                             * any breach of certain covenants;

                             * any breach of non-payment
                               obligations or covenants not
                               covered by another Event of
                               Default clause, and that default
                               has not been remedied within the
                               applicable grace period provided
                               therein, or if no grace period,
                               within 10 business days;

                             * June 5, 2009, if no sale
                               procedures order in form and
                               substance acceptable to a
                               majority, by aggregate exposure,
                               of all lenders has been entered;

                             * July 10, 2009, if the sale order
                               has not been entered;

                             * the failure to meet any Case
                               Milestone;

                             * the appointment of a trustee,
                               dismissal of the cases, and
                               similar bankruptcy-related
                               provisions;

                             * an order granting relief from the
                               automatic stay to certain secured
                               parties;

                             * entry of any order modifying in
                               any material respect the DIP
                               Orders, or the failure of the
                               Debtors or certain non-debtor
                               affiliates to comply with the DIP
                               Orders;

                             * certain ERISA-related triggers;

                             * any Change of Control;

                             * selected insolvency triggers in
                               respect of certain of the
                               Debtors' affiliates; and

                             * confirmation of any plan that
                               does not provide for termination
                               and payment in full of the DIP
                               Facility, or any dismissal of the
                               Cases that does not provide for
                               the same, or any attempt to
                               support or failure to contest a
                               plan or dismissal by the Debtors.

     Case Milestones:     The "Case Milestones" include:

                             * June 3, 2009: deadline to file
                                motion to approve 363
                                Transaction;

                             * June 5, 2009: deadline for
                               commencing hearing on motion to
                               approve bidding procedures;

                             * July 10, 2009: deadline for entry
                               of Sale Order;

                             * an agreed upon date after
                               August 15, 2009, but not to later
                               than September 15, 2009: deadline
                               for closing of 363 Transaction.

     Remedies:            The DIP Lenders are required to
                          provide five business days' written
                          notice prior to exercising any setoff
                          rights or enforcing any liens or
                          certain other remedies.

     Initial
     Conditions:          Funding of the DIP Facility is
                          contingent upon a number of
                          significant conditions precedent,
                          including, among other things, (i)
                          entry of the Interim DIP Order within
                          three business days after the Petition
                          Date; (ii) delivery of the Initial
                          Budget; (iii) effectiveness of the
                          Canadian Facility, as defined in the
                          DIP Facility; (iv) entry of an order
                          approving the critical vendor motion;
                          and (v) receipt of an executed
                          intercreditor agreement.

     Avoidance Actions:   The DIP Lenders' (a) administrative
                          expense claim, (b) DIP Liens, and (c)
                          adequate protection liens, may be
                          payable from or have recourse to the
                          proceeds of avoidance actions arising
                          under Chapter 5 of the Bankruptcy Code
                          or applicable state law.

     Releases & Waivers:  Each Debtor releases, waives and
                          discharges certain secured parties,
                          including the DIP Lenders, from (a)
                          all claims arising out of certain
                          existing U.S. Treasury financings, (b)
                          any aspect of the relationship among
                          them, or (c) any acts or omissions of
                          the secured parties, including claims
                          or defenses as to the extent,
                          validity, priority or perfection of
                          the liens and security interest
                          granted to the secured parties.  The
                          waiver is binding on the Debtors
                          immediately, and on all other
                          parties-in-interest 60 days after
                          entry of the Final DIP Order if no
                          party-in-interest has commenced a
                          challenge by that date.

     Section 506(c)
     Waiver:              Except as provided in the Carve-Out,
                          and subject to entry of the Final
                          Order, no costs or expenses will be
                          charged against the DIP Lenders or
                          their property pursuant to
                          Section 506(c).

     Indemnification:     GM indemnifies the DIP Lenders for any
                          loss resulting from certain defaults
                          or prepayments by GM.  GM also
                          provides certain tax indemnities to
                          the DIP Lenders.  GM also provides an
                          indemnity in respect of expenses.

The Debtors, in support of their DIP Motion, submitted the
declaration of William C. Repko, a senior managing director with
the Debtors' financial advisor, Evercore Group, L.L.C.  A full-
text copy of the Repko Declaration is available for free
at http://bankrupt.com/misc/gm_repkodecl.pdf

The Debtors sought and obtained the Court's permission, on an
interim basis, to obtain $15 billion from the DIP Facility.

                  Wayne County, et al., Object

The Wayne County Treasurer, the Oakland County Treasurer and the
City of Detroit, Michigan, seek to preserve their priming liens
and modification of the Final DIP Order to limit the adequate
protection liens to the Permitted Liens.

The Treasurers tell Judge Gerber that the bankruptcy cases of
General Motors Corporation and its debtor affiliates will have an
impact on the economy of Michigan.

Richardo I. Kilpatrick, Esq., at Kilpatrick & Associates, P.C., in
Auburn Hills, Michigan, complains that the Debtors seek to grant
the DIP Lender liens superior to the statutory liens of the
Treasurers, contrary to state law.  The Treasurers, he says,
utilize the real and personal property taxes collected to fund
schools, roads, fire departments and other municipal and county
functions.  Should the Court allow the subordination of the
Treasurers' liens to the DIP Lender, it may negatively impact the
recovery of taxes used to pay for the services provided to the
Debtors during the pendency of the bankruptcy cases, he asserts.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: 500+ Parties Object to Contract Assumptions
-----------------------------------------------------------
More than 500 parties, from June 10 to 18, 2009, filed objections
to General Motors' intent to assume their executory contracts in
connection with the sale of all or substantially all of the
Debtors' assets to Vehicle Acquisition Holdings, LLC.

As GM's largest secured creditor, the U.S. Government has proposed
to acquire substantially all of GM's assets through a U.S.
Treasury-sponsored entity, Vehicle Acquisition, pursuant to
Section 363 of the Bankruptcy Code.  New GM, to be established
under the Sec. 363 Transaction, according to Mr. Henderson, will
be a new, reshaped business that is not entangled by financial and
operating distress or bankruptcy and that:

  (a) will be competitive and profitable both in the United
      States and abroad;

  (b) will demonstrate to consumers the existence of a viable
      business that manufactures competitive and attractive
      products;

  (c) satisfies the goals of the U.S. Government; and

  (d) has the full backing of the U.S. Treasury, the Government
      of Canada and the Government of Ontario, through Export
      Development Canada, Canada's export trading agency, and
      the International Union, United Automobile, Aerospace and
      Agricultural Implement Workers of America.

New GM will revolve around the Debtors' Cadillac, Chevrolet, Buick
and GMC brands.

The 363 Transaction need to be expeditiously approved, the
Debtors' proposed bankruptcy counsel, Harvey Miller, Esq., at
Weil, Gotshal & Manges, LLP, in New York, tells Judge Robert
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York.  The Government's offer to purchase GM is conditioned in
the Debtors obtained Court approval of the sale no later than July
10, 2009.

The counterparties to contracts to be transferred to New GM,
however, ask the Court to, among other things, deny approval of
the Debtors' request to assume their contracts because the Debtors
intend to unilaterally modify the contracts without first seeking
permission from the counterparties regarding the modifications.

Most of the Objecting Counterparties dispute the cure amounts
proposed by the Debtors and complain that the proposed cure
amounts are inadequate and should be increased.  Other
counterparties complain that they have not received notices of
assumption and assignment of contracts.

The Debtors filed exhibits and schedules pursuant to the Master
Sale and Purchase Agreement with Vehicle Acquisition Holdings LLC.
Full-text copies of the MSPA Exhibits and Schedules are available
for free at http://ResearchArchives.com/t/s?3deb

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: A. Chapell Named as Ombudsman in GM Sale
--------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
Alan Chapell, CIPP, as Consumer Privacy Ombudsman in the sale of
General Motors Corporation's assets to Vehicle Acquisition
Holdings, LLC.

Mr. Chapell is attorney-at-law and a Certified Information Privacy
Professional at Chapell & Associates LLC, a consultancy firm
located at 297 Driggs Avenue, Suite 3A in Brooklyn, New York
11222.

The appointment on June 10, 2009, is in accordance with the order
entered by Judge Gerber approving the procedures for sale of
Debtors' assets pursuant to a Master Sale and Purchase Agreement
with Vehicle Acquisition Holdings LLC, a purchaser sponsored by
the U.S. Department of Treasury.  As previously reported, Judge
Gerber directed the U.S. Trustee to appoint the Ombudsman pursuant
to Sections 332 and 363(b)(1) of the Bankruptcy Code, after
finding that the Section 363 Transaction includes the transfer of
"personally identifiable information" pursuant to Section
101(41A).

In a statement submitted to the Court, Mr. Chapell said he was not
a director, officer or employee of Debtors within two years before
June 9, 2009.  Neither his firm, Chapell & Associates, is a
creditor, an equity security holder, or an insider of the Debtors,
he said.  He added that neither his Firm nor he had provided legal
or privacy consulting services to any of the Debtors' top 25
shareholders, largest 50 bondholders, top 100 largest unsecured
creditors of the Debtors, major customers and other interested
parties.

Mr. Chapell disclosed that (i) his firm has provided legal or
privacy consulting services to, (iii) he has personally held
accounts in, or (iii) undertook projects with parties-in-interest
in the Debtors' cases, including Citibank N.A., Merrill Lynch,
HSBC Bank, Accoona.com, and Federal Trade Commission.

Mr. Chapell noted that his brother, Robert Chapell Jr., is a Vice
President at HFI, Inc., one of the Debtors' former tier two
suppliers, which currently does not do business with the Debtors.
He maintained that neither his Firm nor he had any relationship
with HFI, and that his Firm will not represent HFI in any capacity
with respect to the Chapter 11 cases.

Mr. Chapell assured the Court that he is a "disinterested person"
within the meaning of Sections 101(14) and 332(a).

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Application to Hire Weil Gotshal as Counsel
-----------------------------------------------------------
General Motors Corp. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Weil, Gotshal & Manges LLP as lead bankruptcy counsel, nunc
pro tunc to June 1, 2009.

Walter G. Borst, treasurer of General Motors, relates the Debtors
selected WG&M because of the firm's extensive knowledge of the
Debtors' business and financial affairs.  GM has been a WG&M
client for a number of years and WG&M has rendered services on
behalf of GM in connection with numerous matters, including
financing transactions, mergers and acquisitions, and counseling.
Prior to the Petition Date, the Debtors engaged WG&M to assist and
advise them with respect to various restructuring and other
strategic alternatives.  Most recently, WG&M assisted and advised
the Debtors in connection with the preparation for, and
commencement of, the chapter 11 cases.

As lead bankruptcy counsel, WG&M will:

  (a) prepare on behalf of the Debtors, as debtors-in-
      possession, all necessary motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtors' estates;

  (b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (c) take all necessary action in connection with the Debtors'
      motion to approve the sale of the Debtors' assets to
      Vehicle Acquisition Holdings LLC;

  (d) take all necessary actions in connection with a Chapter 11
      plan and related disclosure statement(s) and all related
      documents, and such further actions as may be required in
      connection with the administration of the Debtors'
      estates; and

  (e) perform all other necessary legal services in connection
      with the prosecution of these Chapter 11 cases.

For its services, Debtors propose to pay WG&M on a general
retainer basis in accordance with its normal hourly rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Members                               $650-$950
  Associates                            $355-$640
  Paraprofessionals                     $155-$290

The Debtors will also reimburse WG&M of reasonable, necessary
expenses.

As of the Petition Date, WG&M estimates that it had a remaining
credit balance in favor of the Debtors for approximately
$5,900.000.  During the approximate six-month period prior to the
Petition Date, the firm received from the Debtors an aggregate of
$54,012,221 for professional services performed and expenses
incurred, and as advance payments to cover an estimate for the
period through the Petition Date for all services and expenses,
including those relating to the Chapter 11 cases.  WG&M intends to
apply the retainer to any outstanding amounts relating to the
period prior to the Petition Date, which were not processed
through the firm's billing system as of the Petition Date, and to
retain the balance on account of services rendered and expenses
incurred subsequent to the Petition Date.

Stephen Karotkin, Esq., a member of Weil, Gotshal & Manges, LLP,
assures the Court that his firm does not hold or represent an
interest adverse to the Debtors' estates in the matters upon which
WG&M is to be employed, and is a "disinterested person" as the
term is defined in Section 101(14) and as modified by section
1107(b) of the Bankruptcy Code.


GENERAL MOTORS: Application to Tap Jenner & Block as Counsel
------------------------------------------------------------
General Motors Corp. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Jenner & Block LLP as their special conflicts counsel nunc
pro tunc to the Petition Date.

According to General Motors' Treasurer, Walter G. Borst, Jenner &
Block, since 2002, has regularly provided GM with legal counsel on
a variety of matters, including corporate and securities matters,
significant transactions, regulatory investigations, and product
liability and other litigation.  Certain Jenner & Block
professionals have represented GM in corporate and securities
matters for a significant time prior to 2002 during the course of
those professionals' affiliation with another law firm.

In collaboration with Weil, Gotshal & Manges LLP, Jenner & Block's
professionals have also provided advice to the Debtors in
connection with the Debtors' prepetition restructuring efforts and
have otherwise assisted the Debtors in preparing for the
commencement of their Chapter 11 Cases.

As special conflicts counsel, Jenner & Block will advice the
Debtors on:

   (a) general bankruptcy matters for which Weil Gotshal cannot
       represent the Debtors because of a conflict;

   (b) transactional and bankruptcy issues related to the Master
       Purchase Agreement and the 363 Transaction, including
       their implementation;

   (c) corporate and securities matters;

   (d) certain litigation matters, including issues arising from
       the MPA and the 363 Transaction, product liability suits,
       equipment financing disputes, securities investigations
       and litigation, contract and lease assumptions and
       rejections, and such litigation disputes as may arise
       from any of the foregoing; and

   (e) any other matters as the Debtors may specifically request
       during the pendency of the Chapter 11 Cases for which
       WG&M is not advising the Debtors.

Mr. Borst says Jenner & Block will notify the Office of the United
States Trustee of any material additional engagements.

For its services, the Debtors propose to pay Jenner & Block based
on its customary hourly rates and reimburse the firm of necessary,
reasonable out-of-pocket expenses it incurred in the Debtors'
behalf.

Jenner & Block's billing rates are:

  Professional                        Hourly Rates
  ------------                        ------------
  Partners                            $440 to $960
  Counsel                             $385 to $725
  Associates                          $275 to $520
  Paraprofessionals                   $125 to $275

Jenner & Block, from December 11, 2008, through the Petition Date,
received $11,030,168 in fees and $259,585 in expense reimbursement
from GM for services rendered in contemplation of or in connection
with the Chapter 11 Cases.  Jenner & Block, prepetition, also
received a retainer totaling $6,500,000.  Consistent with the
terms of its prepetition engagement letter with GM, Jenner & Block
has drawn down on the Retainer to compensate it for services
provided to GM.  Prior to the Petition Date, Jenner & Block
applied amounts due from GM as compensation for professional
services, including services performed in connection with the
potential commencement of the Chapter 11 Cases and the
contemplated 363 Transaction.  As of the Petition Date, the
Debtors do not owe Jenner & Block any amounts for legal services
rendered or expenses incurred prepetition.

Daniel R. Muray, Esq., a partner at Jenner & Block LLP, in New
York, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14), and as modified by
Section 1107(b) of the Bankruptcy Code.

He discloses that Jenner and Block does not agree to share with
any person, any compensation or reimbursement received in
connection with the Chapter 11 cases, except pursuant to the
partnership agreement of Jenner & Block.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Proposes Evercore as Financial Advisor
------------------------------------------------------
General Motors Corp. and its affiliate seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Evercore Group, LLC, and its affiliates as the Debtors'
investment banker and financial advisor nunc pro tunc to the date
they filed for Chapter 11.

Walter G. Borst, treasurer of General Motors Corporation, tells
the Court that the Debtors engaged Evercore as their investment
banker and financial advisor since June 23, 2008.

As financial advisor, Evercore will:

  (a) review and analyze the Debtors' businesses, operations,
      and financial projections;

  (b) advise and assist the Debtors in a Restructuring,
      Financing or Sale transaction, if the Debtors
      determine to undertake that transaction;

  (c) provide financial advice in developing and implementing
      a Restructuring;

  (d) assist the Debtors with Financing including (i)
      structuring and effecting a Financing; (ii) identifying
      potential Investors and, at the Debtors' request,
      contacting those Investors; and, (iii) Working with the
      Debtors in negotiating with potential Investors; and

  (e) render an opinion to the Board of Directors of the
      Debtors as to the fairness, from a financial point of
      view, of the consideration to be paid or received by the
      Debtors in connection with a Master Sale and Purchase
      Agreement, with Vehicle Acquisition Holdings LLC, which
      will provide for a sale of the Purchased Assets, pursuant
      to authorization that will be sought under section 363 of
      the Bankruptcy Code.

Evercore will also continue to provide financial advisory services
to the Debtors in their capacity as interested parties in the
bankruptcy case of Delphi Corporation.

For its services as financial advisor and investment banker, the
Debtors will pay Evercore:

  (a) A Monthly Fee of $400,000, payable on the 1st day of each
      month of the engagement, for a period of 24 months,
      commencing June 1, 2009, through and including May 1,
      2011, and then decreasing to $250,000 per month thereafter
      until the earlier of effectiveness of a Plan or
      termination.

  (b) A Fairness Opinion Fee of $6,000,000, which was paid on
      May 29, 2009.  50% of the Fairness Opinion Fee will be
      creditable against the Sale Fee applicable to the "NewCo
      Transaction" subject to certain adjustments in the event
      that the Court fails to approve or allow all of
      Evercore's fees.

  (c) A Restructuring Fee of $30,000,000, payable upon the
      consummation of any Restructuring, against which Evercore
      will credit $14,000,000 in certain monthly and other fees
      paid to Evercore prior to the Petition Date.

  (d) A fee, payable upon consummation of any Sale other than
      the NewCo Transaction, equal to the product of (a) the
      Aggregate Consideration of a Sale and (b) these applicable
      percentages:

          Incremental
           Aggregate                      Percentage Fee for
         Consideration                    Incremental Portion
         -------------                    -------------------
         $250 million                             1.40%
         $500 million                             0.90%
         $800 million                             0.80%
         $1.6 billion                             0.60%
         $2.5 billion                             0.50%
         $3 billion                               0.45%
         $5 billion                               0.35%
         $7.5 billion                             0.30%
         $10 billion                              0.25%
         $12.5 billion                            0.23%
         $15 billion                              0.20%
         $20 billion                              0.17%
         $25 billion                              0.14%
         $30 billion and above                    0.12%

      50% of any Sale Fee will be credited, without duplication,
      against any Restructuring Fee owed after other credits are
      applied to the Restructuring Fee, subject to certain
      adjustments in the event that the Court fails to approve
      or allow all of Evercore's fees.

  (e) A fee equal to $30,000,000 payable upon consummation of
      the NewCo Transaction, against which Evercore will credit
      $17,000,000 in certain monthly and other fees paid to
      Evercore prior to the Petition Date.  The NewCo
      Transaction Fee will be payable upon closing of the
      transaction proposed by the Company as the NewCo
      Transaction, regardless of whether the buyer approved by
      this Court shall be NewCo or another bidder that has made
      a higher or otherwise better offer.

  (f) A fee or fees, payable upon consummation of any Financing
      and incremental to any Restructuring Fee or Sale Fee:

       (i) A fee in the amount of $2,500,000 for assisting the
           Debtors in the structuring and implementation of
           debtor-in-possession Financing under the Bankruptcy
           Code; and

      (ii) For any Financing other than a DIP Financing provided
           by the United States Government, a 3% fee of the
           gross proceeds provided by such financing. 50% of any
           Financing Fee, but excluding any DIP Structuring Fee,
           will be credited against any Restructuring Fee,
           subject to certain adjustments in the event that this
           Court fails to approve or allow all of Evercore's
           fees.

  (g) A fee in the amount of $2,000,000 for advisory services
      relating to the Delphi Case, payable upon (i) consummation
      of any plan of reorganization of Delphi Corporation or
      (ii) the sale or other transfer of all or substantially
      all of the assets or business of Delphi in a single
      transaction or series of related transactions.  The Delphi
      Fee is not creditable against any fee.

  (h) The Debtors and Evercore have agreed that Evercore will
      only be entitled to either (a) the NewCo Transaction Fee
      or (b) a Restructuring Fee or a Sale Fee.  For the
      avoidance of doubt, if Evercore is entitled to the NewCo
      Transaction Fee, Evercore will not be entitled to any
      Restructuring Fee or Sale Fee.

The Debtors will also reimburse Evercore for reasonable necessary
out-of-pocket expenses incurred by Evercore in providing service
to the Debtors.  The Debtors will indemnify and hold Evercore and
its members harmless from and against any claims and actions
incurred by any of them in the performance of duties other than as
a primary result of the Indemnified Person's gross negligence, bad
faith or willful misconduct.

A full-text copy of the engagement letter entered into between GM
and Evercore is available for free at:

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

William C. Repko, a senior managing director of Evercore Group
L.L.C., assures the Court that his firm is not a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors or their estates.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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



GENERAL MOTORS: Proposes AP Services as Crisis Managers
-------------------------------------------------------
General Motors Corp. and its affiliate seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ, pursuant to Section 363 of the Bankruptcy Code, AP
Services, LLC, as their crisis managers and designate Albert A.
Koch, as chief restructuring officer, nunc pro tunc to the
Petition Date.

The Debtors relate that they selected APS due to the firm's
prepetition work for the Debtors.  The Debtors add that Mr. Koch,
a managing director at APS' affiliate, AlixPartners LLP, is
qualified to serve as chief restructuring officer as he has worked
as a restructuring and financial consultant for nearly three
decades serving business in various industries including consumer
products, health insurance, and contract manufacturing.  He served
as interim chief financial officer of Kmart Corporation during its
Chapter 11 bankruptcy proceeding.  He also served in senior
financial and executive officer roles at Champion Enterprises and
Handleman Company.

As Chief Restructuring Officer, Mr. Koch will assist the Debtors
in evaluating and implementing strategic and tactical options
through the restructuring process, including any sale of assets.
APS will provide certain temporary staff to assist Mr. Koch and to
facilitate the Debtors in their restructuring efforts.

Mr. Koch and the Temporary Staff will:

  (a) assist the Debtors and their advisors in the negotiation
      and completion of the sale of assets and operations
      contemplated by the Debtors to a U.S. Treasury-sponsored
      purchaser;

  (b) support the negotiation of, and participate in the review
      of the proposed structure of the Transaction, including
      the assets to be sold and transferred to New GM and the
      liabilities to be assumed by New GM as part of the
      purchase price, and the negotiation and implementation of
      various transitional contractual relationships between the
      Debtors and New GM;

  (c) communicate directly with the Chairman of the Board of
      Directors, and ultimately the entire Board of Directors in
      respect of any issues that APS considers germane to its
      assignments; and

  (d) assist the Debtors in relation to their investment in
      subsidiaries and affiliates and business counterparts and
      any other actions consistent with the Bankruptcy Code and
      applicable authorities.

Upon the closing of the Transaction, the Board will appoint
Mr. Koch as the Chief Executive Officer and the remaining
directors will select and appoint additional directors as
appropriate to oversee the administration of the Debtors.  APS
will continue its engagement with the Debtors.  If resolved by the
Board:

  * certain Temporary Staff may become officers of the Debtors
    or officers or directors of the Debtors' subsidiaries;

  * Mr. Koch and the Temporary Staff will oversee the
    administration of the Debtors' bankruptcy case, including
    compliance with bankruptcy court reporting requirements and
    the discharge of obligations of the Debtors pursuant to the
    Bankruptcy Code, and at the direction of the Board, will
    propose, file and implement a plan of liquidation under
    Chapter 11 of the Bankruptcy Code; and

  * Mr. Koch and the Temporary Staff will seek to monetize
    assets, settle and administer claims as soon as practicable.

The Debtors relate that APS has assumed AlixPartners LLP's rights
and obligations under that Purchase Order number TCS94967-005,
issued by General Motors Corporation, pursuant to which APS will
oversee the final month of certain performance improvement
services in connection with the "Global Genesis Cost Management
Project."  The fees associated with that final month of work are a
flat rate of $131,250.  APS expects that its services with respect
to this matter will be completed by July 2009.

The Debtors will indemnify APS, the Temporary Staff, and the
firm's affiliates and employees, from and against claims,
liabilities, losses, expenses, and actual damages.

If APS finds it desirable to augment its Temporary Staff with
independent contractors:

  (a) APS will file and require the Independent Contractor to
      file, declarations indicating that the Independent
      Contractor has reviewed the list of the interested
      parties, disclosing the Independent Contractor's
      relationships with the interested parties, and indicating
      that the Independent Contractor is disinterested;

  (b) the Independent Contractor will remain disinterested
      during the time that APS is involved in providing services
      on behalf of the Debtors; and

  (c) the Independent Contractor will represent that he/she will
      not work for the Debtors or other parties-in-interest
      during the time APS is involved in providing services to
      the Debtors.

APS will charge the Debtors for an Independent Contractor's
services at the same rate that APS pays for those services.

The Debtors will pay APS pursuant to the firm's standard hourly
rates:

  Name                       Rate/Hour
  ----                       ---------
  Managing Directors         $685-$995
  Directors                  $510-$685
  Vice Presidents            $350-$500
  Associates                 $260-$360
  Analysts                   $235-$260
  Paraprofessionals          $180-$200
  Independent Contractors    TBD

Mr. Koch will be paid $835 per hour.

The Debtors will reimburse APS for all reasonable and necessary
expenses incurred including transportation costs, lodging, food,
telephone, copying and messenger services.

If the Debtors complete a successful sale of a substantial portion
of their assets to New GM pursuant to Section 363 of the
Bankruptcy Code, the Debtors will pay APS $13,000,000, and a fee
that will be determined at the Debtors' sole discretion.  The
payment of the Success Fee will be due and payable accordingly:

  (a) $6,500,000 at closing of the Transaction; and

  (b) $6,500,000 on the first anniversary of the closing of the
      sale.

The Discretionary Fee will be paid as and when directed by the
Debtors.

Albert A. Koch, managing director of AlixPartners, LLP, assures
the Court that APS is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Debtors' estates.

Mr. Koch discloses that AlixPartners received an aggregate of $20
million as a retainer in connection with its prepetition
engagement and preparing for and conducting the filing of the
Debtors' Chapter 11 cases.  In addition, during the 90 days prior
to the Petition Date, AlixPartners received $38,855,657 for fees
and expenses incurred on behalf of the Debtors.

Because APS is not being employed as a professional under Section
327, it will not submit quarterly fee applications pursuant to
Sections 330 and 331 but will file with the Court, and notify the
U.S. Trustee and all official committees, reports of compensation
earned and expenses incurred on at least a quarterly basis.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Committee Seeks to Tap Kramer Levin as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors in General Motors
Corp.'s case seeks permission from the U.S. Bankruptcy Court for
the Southern District of New York to retain Kramer Levin Naftalis
& Frankel LLP as its counsel, nunc pro tunc June 3, 2009.

David A. Vanaskey, Jr., vice president at Wilmington Trust Company
and chairman of the Creditors' Committee, says Kramer Levin's
broad-based practice, which includes expertise in the areas of
corporate and commercial law, litigation, tax, intellectual
property, employee benefits and real estate, will permit it to
represent fully the interests of the Committee in an efficient and
effective manner.

As counsel, Kramer Levin will advise and represent the Committee
with respect to:

  (1) the administration of the Chapter 11 cases and the
      exercise of oversight with respect to the Debtors'
      affairs;

  (2) the preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and
      other legal papers;

  (3) appearances in Court and at statutory meetings of
      creditors to represent the interests of the Committee;

  (4) the negotiation, formulation, drafting and confirmation of
      a plan or plans of reorganization or liquidation in the
      Chapter 11 cases;

  (5) investigations, if any, as the Committee may desire,
      concerning, among other things, the assets, liabilities,
      financial condition, sale of any of the Debtors'
      businesses, and operating issues;

  (6) communications with the Committee's constituents and
      others at the direction of the Committee in furtherance of
      its responsibilities, including, but not limited to,
      communications required under Section 1102 of the
      Bankruptcy Code; and

  (7) the performance of all of the Committee's duties and
      Powers under the Bankruptcy Code and the Bankruptcy Rules
      and in the interests of those represented by the
      Committee.

Kramer Levin customarily charges their clients with these hourly
rates:

  Designation               Hourly Rate
  -----------               -----------
  Partners                  $645 - $955
  Counsel                   $650 - $995
  Special Counsel           $605 - $695
  Associates                $325 - $680
  Legal Assistants          $135 - $275

Specifically, these professionals at Kramer will receive these
fees:

  Professional                  Designation        Hourly Rate
  ------------                  -----------        -----------
  Kenneth H. Eckstein, Esq.       Partner             $930
  Thomas Moers Mayer, Esq.        Partner             $930
  Adam C. Rogoff, Esq.            Partner             $795
  Robert T. Schmidt, Esq.         Partner             $735
  Amy D. Caton, Esq.              Partner             $680
  Elise Scherr Frejka, Esq.       Special Counsel     $670
  Gordon Z. Novod, Esq.           Associate           $615
  Lauren M. Macksoud, Esq.        Associate           $585
  Jennifer Sharret, Esq.          Associate           $440
  Rebecca Chaikin                 Paralegal           $260

Kramer Levin will also be reimbursed for its necessary out-of-
pocket expenses.

Thomas Moers Mayer, Esq., a partner at Kramer Levin Naftalis &
Frankel LLP, in New York, tells the Court that his firm currently
represents or has formerly represented parties that are or may be
otherwise directly or indirectly affiliated with these 35
entities, in matters unrelated to the Debtors' cases:

  * Chrysler LLC
  * American International Group
  * Merrill Lynch & Co., Inc.
  * The Bank of New York
  * Barclays Capital Inc.
  * Barclays Bank
  * Peter R. Bible, a former officer of General Motors
  * Capital Research and Management Company, Capital Research
    Global Investors, and Capital International Limited
  * Citibank N.A.
  * Credit Suisse Securities (USA) LLC
  * Dana Corporation
  * Delphi Corporation
  * Deloitte LLP
  * Deutsche Bank AG
  * Dura Automotive Systems, Inc
  * Electronic Data Systems, Inc
  * GAMCO Asset Management
  * GMAC LLC
  * General Motors Acceptance Corp.
  * Goldman Sachs & Co.
  * International Union, United Automobile, Aerospace and
    Agricultural Implement Workers of America
  * JPMorgan Chase N.A.
  * Bear Stearns & Co. Inc.
  * Lehman Brothers Asset Management Inc.
  * Magna Inc. and Magna International Inc.
  * Morgan Stanley & Co.
  * Northern Trust Investments, N.A.
  * Pension Benefit Guaranty Corporation
  * State Street Global Advisors (US)
  * United Steel, Paper and Forestry, Rubber, Manufacturing,
    Energy, Allied
  * Industrial and Service Workers International Union
  * UBS
  * Van Kampen Asset Management (USA) LLC
  * Wilmington Trust Company
  * XM Satellite Radio

In accordance with Rules 2014 and 2016 of the Federal Rules of
Bankruptcy Procedure, the Committee filed with the Court a list of
contact parties-in-interest that the firm currently represents or
has formerly represented, which contract parties do not affect the
firm's representation of the Committee in the Debtors' Chapter 11
cases.  The Contact Party List is available for free at
http://bankrupt.com/misc/GM_KramerContactParties.pdf

Mr. Mayer assures the Court that Kramer Levin is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors,
their estates and their creditors.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: 27 Utilities Demand Security Deposits
-----------------------------------------------------
To ensure the uninterrupted supply of utility services critical to
their operations, General Motors Corp. has obtained interim
approval from the U.S. Bankruptcy Court for the Southern District
of New York to provide adequate assurance of payment to each
Utility Providers in the form of a cash deposit, which will be
equal to two weeks of utility services, calculated based on the
historical average over the past 12 months.  A list of the utility
companies or their brokers is available for free at:

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

Twenty-seven companies that provided General Motors and its
affiliates with utility services assert object to the Debtors'
proposed adequate assurance payment.  The Utility Companies demand
security deposits at these amounts:

  Utility                                     Deposit Request
  -------                                     ---------------
  Virginia Electric and Power Company                $140,738
  East Ohio Gas Company                                74,794
  Salt River Project                                  202,034
  Duke Energy Indiana, Inc.                           755,760
  Duke Energy Ohio, Inc.                              119,220
  Duke Energy Kentucky, Inc.                           10,675
  Duke Energy Carolinas, LLC                           40,460
  American Electric Power                           1,798,064
  The Detroit Edison Company                       20,542,898
  Michigan Consolidated Gas Company                   296,920
  Consolidated Edison Company of New York, Inc.       152,365
  Southern California Edison Company                  337,570
  Baltimore Gas and Electric Company                   70,382
  Massachusetts Electric Company                       77,710
  Niagara Mohawk Power Corporation                  1,615,933
  Delta Township Utilities, LLC                       276,320
  Delta Township Utilities II, LLC                  2,453,480
  Suez/VWNA/DEGS of Lansing, LLC                    2,273,240
  Shreveport Red River Utilities, LLC               1,439,280
  Veolia Water Partners VI, LLC                       266,000
  The Lansing Board of Water & Light,               6,000,000
  PECO Energy Company                                 146,000
  City of Detroit Board of Water Commission            85,000
  City of Austin, doing business as Austin Energy      48,903
  Commonwealth Edison Company                          15,745
  Nicor Gas                                            14,299

According to the Objecting Utilities, the Debtors "have completely
ignored" their requests for adequate assurance of payment.  They
add that, instead, the Debtors improperly shifted the focus of
their obligations to establishing the form and amount of Adequate
Assurance acceptable to the Debtors.

BP Canada Energy Marketing Corp. and BP Energy Company jointly
complain that it is inappropriate of the Debtors to seek -- by way
of a utility order or otherwise -- an injunction prohibiting them
from exercising their right to terminate the Base Contracts.  The
BP Entities contend that Section 556 of the Bankruptcy Code
expressly prohibits any injunction because all existing
transactions under the Base Contracts are forward contracts.

The BP Entities assert they are not utilities subject to Section
366 of the Bankruptcy Code.  They contend that Section 366 is not
intended to create rights for debtors against entities that do not
operate as monopolies.  The BP Entities relate they are merely a
marketer of natural gas and the Debtors can obtain natural gas
from other marketers and local distributors.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Trading Restricted for Holders of Large Stake
-------------------------------------------------------------
Associated with its recent Chapter 11 filing and efforts to
preserve the value of its assets, General Motors Corp. said it
must also preserve the ability to take advantage of certain tax
assets, including net operating loss carry forwards, commonly
referred to as "NOL's".

Trading in large amounts of GM stock and options can impact GM's
ability to take advantage of these tax assets.  To help manage
this issue, the United States Bankruptcy Court for the Southern
District of New York established interim procedures requiring
holders of 4.5% of GM common stock to notify GM of their ownership
and to take certain steps before a trade can occur.  The
procedures and order will be made final after the hearing July 25,
2009.

Any person or Entity that beneficially owns, at any time on or
after June 1, 2009, GM Stock in an amount sufficient to qualify
that person or Entity as a Substantial Equity holder will file
with the Court, a Notice of Substantial Stock Ownership on or
before the date that is the later of June 12, 2009, 10 days after
the entry of a final order, as applicable, or 10 days after that
person or Entity qualifies as a Substantial Equity holder.  A
"Substantial Equityholder" is any person or Entity that
beneficially owns at least 27,000,000 shares of GM's common stock,
which represents approximately 4.5% of all issued and outstanding
shares of GM's common stock.

Additional details on these procedures and related documents are
available at http://www.gmcourtdocs.com/at the "Stock Trading
Order and Related Information" link.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Bondholders Sue GM and Treasury
-----------------------------------------------
Radha Ramana Murty Narumanchi and Radha Bhavatarini Devi
Narumanchi, holders of 8.375% senior debentures with a face value
of $400,000 issued by General Motors Corporation, filed an
adversary complaint against:

  (1) General Motors,
  (2) Wilmington Trust Company, as indenture trustee,
  (3) Timothy F. Geithner U.S. Secretary of Treasury,
  (4) Steven Rattner, Head of Auto Task Force,
  (5) Ron Bloom, ATF Member,
  (6) Mathew Feldman, ATF Member,
  (7) Harry J. Wilson (Wilson), ATF Member,
  (8) Kent Kresa, GM Chairman, and
  (9) Frederick Henderson, GM President & Chief Exec. Officer.

The Bondholders complain that GM failed in its responsibilities to
the unsecured bondholders, and, therefore, "all the instant
personnel of GM [must be] removed from making any representation
in the Court on behalf of GM."  The Bondholders cite these
"specific instances of gross negligence and total breach of
fiduciary duty":

  (i) Pledging the "crown jewels" of the Corporation to the U.S.
      Treasury and reducing the ability of the unsecured
      bondholders to achieve a maximum recovery of their
      investment.

(ii) Deepening the insolvency period of the bankrupt
      Corporation and wasting and dissipating the precious cash
      and assets of the Corporation, and incurring additional
      liabilities, even after receiving $17,000,000,000 from the
      U.S. Treasury.  The inflow of funds from the U.S. Treasury
      to GM might have exceeded $20,000,000,000 by now.

(iii) Giving away the so-called severance payments to employees
      of insolvent GM, running into billions of dollars, during
      its period of actual insolvency, to the detriment of the
      unsecured bondholders.

(iv) Paying dividends to stockholders even after the company
      had entered into a state of insolvency, to the detriment
      of the unsecured bondholders.

  (v) Engaging and paying so-called consultants of all stripes
      and hues, in dozens of millions of dollars during the
      state of insolvency to the detriment of the unsecured
      bondholders.

The Bondholders ask the U.S. Bankruptcy Court for the Southern
District of New York to declare that:

  -- GM has been in a state of insolvency since at least the
     year 2006 and that the U.S. Department of Treasury, and any
     and all ATF members, including U.S. President's nominee,
     Steven Rattner, are "insiders" of the bankrupt GM;

  -- all Personnel have had the fiduciary duty, during GM's
     state of insolvency, to protect the interests of the
     unsecured bondholders and other creditors;

  -- intervention of U.S. Treasury and any and all funds made
     available extended by the U.S. Treasury have deepened and
     prolonged the insolvency of GM;

  -- any document witnessing any and all pledging of assets to
     the U.S. Treasury, by GM, since the last quarter of 2008,
     is "null and void" ab initio; and

  -- all funds given by the U.S. Treasury to GM since the last
     quarter of 2008 were in fact capital contributions to GM,
     and not loans.

The Bondholders also ask the Court to appoint (i) a "Trustee" or a
"Board of Trustees" or a "Receiver" to run the affairs of the
bankrupt GM and make any submissions for its reorganization before
the Court; and (ii) an independent "Receiver" or "Examiner" or
"Trustee" to examine the payouts to outside consultants, in terms
of cost and benefit analysis, and the so-called severance amounts
paid to employees of GM that run into billions of dollars.

In addition, the Bondholders propose that an "Unsecured Creditors'
Committee for Family Investors" be appointed to specifically
represent all individuals and families that hold the unsecured
bonds of GM in the aggregate amount of lesser than $1,000,000 per
individual or lesser than $1,500,000 per family, but where the
cost basis of the investment is specifically greater than 85% of
the face value of the bond holdings.

The Bondholders further seek the Court's issuance of a Money
Judgment for the losses allegedly caused to them, among other
unsecured bondholders, in an amount to be determined during a jury
trial.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GENERAL MOTORS: Dealers Ask Court to Reverse Terminations
---------------------------------------------------------
D.S.U.-Peterbilt, GMC, Inc., Bob Baker Chevrolet, and Traunum Auto
Group, filed separate letters to the U.S. Bankruptcy Court for the
Southern District of New York regarding General Motors Corp.'s
decision to terminate their dealership agreements.  The dealers
ask the Court to reconsider and reverse the Debtors' decision.
The dealers also ask the Court to give them until June 30, 2009,
to review, analyze and make informed decision concerning the
termination of their franchises.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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

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


GEORGIA GULF: S&P Downgrades Rating on $100 Mil. Notes to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue
rating on Georgia Gulf Corp.'s $100 million 7.125% senior notes
due 2013 to 'D' from 'C' and retained the '6' recovery rating,
indicating S&P's expectation of negligible recovery (0%-10%) on
the notes.

At the same time, S&P kept its corporate credit rating on Atlanta-
based Georgia Gulf at 'D'.  In addition, S&P retained its 'D'
ratings on the company's $200 million 10.75% senior subordinated
notes due 2016 and $500 million 9.5% senior notes due 2014.  S&P
also retained the '6' recovery ratings on these notes indicating
S&P's expectation of negligible recovery (0%-10%).  S&P lowered
its corporate credit rating and these issue ratings on Georgia
Gulf to 'D' on May 21, 2009, following a missed interest payment
of $34.5 million on these notes.

S&P's rating on the company's first-lien senior secured credit
facilities remains at 'C' with a recovery rating of '2',
indicating S&P's expectation for substantial recovery (70%-90%).

The rating action follows the company's announcement that it
withheld $3.6 million in interest payment on the $100 million
7.125% senior notes.  The interest was due June 15, 2009.

S&P's rating on the senior secured facilities remains at 'C'
following the company's announcement that it has amended its
facilities.  The amendment allows Georgia Gulf to continue to
withhold $34.5 million of interest payment on its $200 million
10.75% subordinated notes and $500 million 9.5% senior notes, and
to withhold $3.6 million on its $100 million 7.125% notes, without
constituting a default on the credit facilities.  The amendment
expires at the latest on July 15, 2009.

The company also announced its entry into extended forbearance
agreements to prevent the acceleration of notes on account of
missed interest payments with certain holders of its 7.125% senior
notes, its 9.5% senior notes, and its 10.75% senior subordinated
notes, extending the expiration date to July 15, 2009 at the
latest.  All three notes are the subject of private exchange
offers, which currently expire on July 1, 2009.

S&P could lower its rating on the senior secured facility to 'D'
from 'C', on July 15, 2009, if the amendment and the forbearance
agreements expire and trigger an event of default under the credit
facility.  S&P could also lower the rating to 'D' earlier if
creditors take action to accelerate debt repayments or any other
event triggers a default under the facility, or if the company
files for bankruptcy.  S&P will review the situation if the
exchange offer is completed successfully as planned on July 1.

Georgia Gulf is an integrated producer of chlorovinyl products,
polyvinyl chloride building and home improvement products, and
aromatic chemicals with annual revenue of slightly below
$3 billion as of Dec. 31, 2008.  In October 2006, Georgia Gulf
acquired the Royal Group business for approximately $1.6 billion
in a debt-financed acquisition.


GETRAG TRANSMISSION: Court Sets July 28 Plan Voting Deadline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted preliminary approval to the disclosure statement in
support of Getrag Transmission Manufacturing LLC's liquidating
Chapter 11 Plan.  The deadline to return ballots on the plan, as
well as to file objections to final approval of the disclosure
statement and objections to confirmation of the plan, is July 28,
2009.

As reported in the Troubled Company Reporter on June 18, 2009,
the Bankruptcy Court scheduled a hearing for August 4 to consider
confirmation of the Debtor's liquidating Chapter 11 plan and
approval of the explanatory disclosure statement.

On the Plan's Effective Date, a Liquidation Trust will be
established to adminster the Liquidation Trust Assets, prosecute
and liquidate Causes of Action, Estate Litigation and other Estate
Claims, and make all distributions provided for under the
liquidating Plan in respect respect of Class 3 and 4 allowed
claims.  The Liquidation Trust Assets will include all of the
Causes of Action and Estate Litigation, the Liquidation Trust
Proceeds, and other tangible or intangible remaining assets of the
estate, but will exclude the Tipton Property or any other real
estate or interests in real estate of the Debtor, if any.

Pursuant to the Plan, Class 2 Allowed Secured Claims of Parties
claiming a lien against the Tipton Property will be paid first
from the Tipton Property Trust Proceeds, on a pro-rata basis, in
accordance with the terms and provisions of the Tipton Property
Trust.  The Debtor states however that because the Tipton Property
will not be property of the estate at the time of the confirmation
of the liquidating plan, there will be no claims in this class.

As the Debtor does not believe the value of the Plan is enough to
satisfy all of the allowed lien claims, there likely will be
considerable deficiency claims that will be treated under Class 3
of the Plan.  The Debtor says Class 2 is not impaired under Plan
as the members of this Class have received the full value of their
collateral.

Holders of General Unsecured Claims, with scheduled claims of
approximately $482,835,410, following resolution of (A) all
Disputed Claims; (B) Causes of Action and Estate Litigation; and
(C) other Estate Claims, will receive a pro-rata share of the
Liquidation Trust Proceeds after (x) payment of any remaining
deficiency balance of pre-confirmation Allowed  Administrative
Claims, and (y) payment of the costs of  administration of the
Liquidation Trust, including all attorneys fees and advisors fees.
Class 3 is impaired and is entitled to vote to accept or rejet the
Liquidation Plan.

Equity Interests under Class 4 will neither receive any
distributions nor retain any property under the Liquidation Plan
or the Tipton Trust or Liquidation Trust; unless the holders of
Allowed Claims in Classes 1, 2, and 3 are paid in full, at which
time the holders of Class 4 Equity Interests will be entitled to
receive the remaining proceeds of other assets of the Liquidation
Trust.  Class 4 is impaired, and is entitled to vote to accept or
reject the Liquidation Plan.

              Classification of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtor into 4 classes:

Class             Description                    Status
-------   ------------------------------   ---------------------
Class 1   Allowed Priority Claims          Impaired. Entitled to
                                           Vote.

Class 2   Allowed Secured Claims of        Unimpaired. Not
          Parties Claiming Liens Against   entitled to vote as
          the Tipton Property              as collateral not in
                                           estate.

Class 3   Allowed General Unsecured        Impaired. Entitled to
          Claims                           Vote.

Class 4   Equity Interests and Claims      Impaired. Entitled to
                                           Vote.

A full-text copy of the Debtor's combined plan of liquidation and
disclosure statement, dated June 3, 2009, is available at:

       http://bankrupt.com/misc/getrag.liquidationplan.pdf

                     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.  Matthew Wilkins, Esq., at Brooks
Wilkins Sharkey & Turco PLLC, represents the unsecured creditor's
committee 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.


GOODY'S LLC: Stage Stores Wins Auction for Goody's Store Brand
--------------------------------------------------------------
Goody's LLC, et al., filed with the U.S. Bankruptcy Court for the
District of Delaware the results of the auction on June 16, 2009,
for certain intellectual property.

The winning bidder for the Duck Head Private Label brand was DHIP
Holdings who bid $2,650,000.  The winning bidder for the Goody's
store brand was Stage Stores who bid $300,000.

A copy of the prevailing bids and back-up bids received for the
Intellectual Property is available at:

       http://bankrupt.com/misc/goodys.auctionresults.pdf

The Debtors intend to seek court approval for the sale of the
Intellectual Property in accordance with the auction results at
the hearing on June 22, 2009, at 2:00 p.m.

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.

Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


GOODY'S LLC: Court Extends Plan Filing Period Until August 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Goody's, LLC, et al.'s exclusive period to file a plan
until August 11, 2009, and their exclusive period to solicit
acceptances thereof until October 12.  This is the first extension
of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on May 15, 2009, the
Debtors said that they need more time to prepare a Chapter 11 plan
as they have focused their attention on conducting going-out-of-
business sales and winding down their businesses, in addition to
running the day-to-day operations of their businesses.  The
Debtors also noted that their Chapter 11 cases are only four
months old and deadline for filing proofs of claim is still on
June 22.

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy on October 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC.

Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.  Goody's has
closed its 282 stores and liquidated its inventory and other
assets.  In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.


HAWAIIAN TELCOM: Sandwich Isles Wants to File Own Plan
------------------------------------------------------
Sandwich Isles Communications, Inc., asks the U.S. Bankruptcy
Court for the District of Hawaii to modify the exclusive periods
by which Hawaiian Telcom Communications, Inc., and its affiliates
may file a Chapter 11 plan and solicit acceptances of that plan
pursuant to Section 1121(d) of the Bankruptcy Code.

Sandwich Isles wants to file its own plan for the Debtors.

Sandwich Isles, a Hawaii rural local exchange carrier that
provides broadband communications services on Hawaiian Home Land
communities, says it holds a $225,426 claim against the Debtors.
Lex R. Smith, Esq., at Kobayashi, Sugita & Goda, in Honolulu,
Hawaii, relates that Sandwich Isles approached the Debtors in
early 2009 regarding a strategic transaction which would improve
telecommunication services for Hawaii residents and return the
Debtors' businesses to profitability.  Specifically, Sandwich
Isles proposed to acquire substantially all of the Debtors'
assets for $250,000,000 in cash plus $150,000,000 in a seller-
financed note, subject to certain purchase price adjustments.  In
addition, Sandwich Isles also intended to employ nearly 100% of
the Debtors' current labor force at current wages, with the
exception of senior management.  Sandwich Isles required
satisfactory due diligence and approvals from, among others, the
State of Hawaii Public Utility Commission, the Federal
Communications Communication and National Exchange Carrier
Association.  The Debtors, however, have declined to engage in
any meaningful dialogue regarding the Sandwich Isles' proposal,
Mr. Kobayashi tells the Court.

Mr. Smith contends that despite the pendency of their Chapter 11
cases for more than six months, the incurrence of more than $10
million in professional fees, and the enduring patience of
Hawaiian residents and local regulatory authorities, the Debtors
have failed to provide a modicum of hope that they can propose
any viable Chapter 11 plan within a reasonable period of time.
Although the Debtors have filed a Joint Plan of Reorganization
and related Disclosure Statement on June 3, 2009, they still
sought to further prolong their Exclusive Periods, admitting that
there is a time-consuming and uncertain regulatory road ahead, he
emphasizes.  More importantly, he stresses, the Debtors' Plan is
not viable for these reasons:

  (1) The Debtors' Chapter 11 plan would require significant
      regulatory approval and the applicable government agencies
      may be reluctant to authorize a transaction where control
      of an Incumbent Local Exchange Carrier would be vested in
      a financial institution lacking requisite expertise in the
      telecommunications industry.

  (2) The Debtors will likely continue to suffer from
      operational problems and loss of customers in light of
      their offer to stakeholder of "more of the same."

  (3) Confirmation of the Plan will likely be substantially
      delayed in light of litigation, including the pending
      adversary proceeding between the Debtors' secured lenders
      and the Official Committee of Unsecured creditors, and a
      valuation dispute among the Secured Lenders, Noteholders,
      and the private equity sponsor.

Against this backdrop, Mr. Smith argues that cause exists to
modify the Debtors' Exclusive Periods and permit Sandwich Isles
to file and solicit acceptances of a competing Chapter 11 plan
premised on the sale of substantially all of the Debtors' assets
to a strategic acquirer.

Sandwich Isles believes it can file its own Chapter 11 plan
within two weeks of the modification of the Exclusive Periods,
which Plan will incorporate terms that will (i) appeal to the
local government and regulatory agencies, and (ii) advance the
interests of all creditors in the Debtors' Chapter 11 cases.

"Even assuming that the Debtors' Plan is a viable option for the
Debtors' estates, all parties would benefit from modification of
the Exclusive Periods in order to provide a forum for
consideration by stakeholders regarding the Debtors' optimal exit
scenario, in light of the importance of the Debtors' businesses
to Hawaii residents," Mr. Smith stresses.

Mr. Smith insists that a modification of the Exclusive Periods to
permit Sandwich Isles to file its own Chapter 11 plan will serve
to advance the Debtors' Chapter 11 cases, and will not preclude
the Debtors from pursuing their own Chapter 11 plan or cause the
prospects for a consensual plan to evaporate.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom 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: Gets Lenders' Nod for Cash Use Until August 31
---------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its affiliates seek the
U.S. Bankruptcy Court for the District of Hawaii's permission to
continue to use the cash collateral of their prepetition lenders,
on a consensual basis, through and including August 31, 2009.

Pursuant to the Second Cash Collateral Extension Order dated
April 30, 2009, the Debtors currently provide their Prepetition
Lenders with these forms of adequate protection:

  * Adequate protection payments of an amount equal to interest
    at the non-default rate on $300 million of outstanding
    prepetition secured obligations owing to the Prepetition
    Lenders;

  * Payment of the Prepetition Lenders' fees and expenses,
    including advisors' fees and expenses;

  * Replacement liens on the Prepetition Lenders' prepetition
    collateral;

  * A superpriority administrative expense claim under Section
    507(b) of the Bankruptcy Code with respect to all of the
    adequate protection obligations;

  * Weekly updates of cash receipts and disbursements;

  * Updated weekly 13-week cash flows; and

  * Numerous termination events.

Theodore D.C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, insists that the current form of adequate protection
continues to be appropriate given the situation of the Debtors'
Chapter 11 cases.  He notes that the Debtors and the Prepetition
Lenders have negotiated the terms of a proposed restructuring,
set forth in the Debtors' Joint Plan of Reorganization and
Disclosure Statement dated June 3, 2009.  In essence, the Plan
provides for a significantly deleveraged capital structure, seeks
to maximize the value of the Debtors' estates for all
stakeholders and aims to position the Debtors to meet the ever-
evolving telecommunications needs of the State of Hawaii in a
highly competitive market, he says.  The Debtors aver that they
will propose a timeline for the confirmation process at the
Disclosure Statement hearing set for July 23, 2009.  In this
regard, the Debtors believe that it would be counterproductive at
this time for them and the Prepetition Lenders to litigate the
form of adequate protection and the continued use of cash
collateral as opposed to moving towards confirmation of the Plan
and their emergence from bankruptcy.

Moreover, the Debtors tell the Court that with their advisors,
they have completed a thorough analysis of their minimum
liquidity need to operate their businesses and remain
competitive.  Assuming that the Court approves the Debtors'
continued cash collateral use and the Debtors continue to provide
the current adequate protection package, the Debtors' current
projections show that they will be able to meet their minimum
liquidity needs for the duration of their Chapter 11 cases and
upon emergence, Mr. Young relates.

                       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: State of Hawaii Wants Claim Deadline Extended
--------------------------------------------------------------
The State of Hawaii, on behalf of its departments, agencies and
independent commissions, including the Hawaii Public Utilities
Commission asks the U.S. Bankruptcy Court for the District of
Delaware to extend the governmental claims bar date in Hawaiian
Telcom Communications Inc.'s case from June 1, 2009, to July 31,
2009.

Jerrold K. Guben, Esq., special deputy attorney general for the
State of Hawaii, in Honolulu, Hawaii, relates that the Debtors
intend to assume various leases of the Department of Land and
Natural Resources and alleged that there are no cure amounts owed
to the State pursuant to their First Omnibus Assumption Motion.
He notes that the State is reviewing its records to determine if
there are cure amounts owed on the DLNR leases the Debtors seek
to assume.  In addition, the Debtors may have contracts and
contacts with other departments, including the HPUC, he points
out.  These departments have not been able to liquidate their
monetary claims, and some departments may have equitable claims,
which can not be reduced to a monetary claim and would not be
subject to the filing of a proof of claim.  Rather than file an
incomplete claim, only to file an amendment later, the State thus
seeks the proposed extension, Mr. Guben avers.

Mr. Guben reminds the Court that Rule 3002(c)(1) of the Federal
Rules of Bankruptcy Procedure allows for an extension of time,
provided that the governmental unit files a timely motion for an
extension of time with reason for the request.  In this regard,
he stresses that the state departments, agencies and commissions
have not fully reviewed all of their claims, with some state
entities adjudicating their claims while others are conducting an
audit of their claims against the Debtors, including an audit of
the Chapter 239 taxes due and other regulatory matters.

                       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 to Assume 61 Network, Retail Leases
----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Hawaiian Telcom
Communications Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Hawaii's authority to assume 61 lease
agreements, a schedule of which is available for free at:

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

Robert F. Reich, senior vice president, chief financial officer
and treasurer of the Debtors, relates that the Leases to be
assumed are categorized as (i) "network," which leases cover real
property that is essential to the continued operation of the
Debtors' network, or (ii) "retail," which leases cover retail or
office locations the Debtors intend to continue to use for retail
or office uses.  Mr. Reich maintains that the Debtors were not in
default under the Leases as of the Petition Date, and that the
Debtors have continued to perform all of their obligations under
the Leases since the Petition Date.

Nicholas C. Dreher, Esq., at Kirkland & Ellis LLP, in Honolulu,
Hawaii, notes that Section 365(a) of the Bankruptcy Code provides
that a debtor, "subject to the court's approval, may assume or
reject any executory contract or unexpired lease of the debtors."
He avers that the Debtors have determined that the continued use
and occupancy of the premises covered by the Leases is essential
or beneficial to their ongoing business plans.

The Court will consider the Debtors' request on July 23, 2009.

                    Molokai Properties Responds

Molokai Properties Ltd. relates that it is party to a commercial
license agreement with the Debtors for their use of a real
property known as Kualapuu Site.  Molokai argues that as of
May 29, 2009, the Debtors owe it $50,049 in license fees.

Accordingly, Molokai Properties asks the Court to deny the
Debtors' assumption of the License Agreement unless the Debtors
(i) cure their default under the Agreement, (ii) agree to the
modifications of the Agreement, including the current monthly fee
of $6,329; and (iii) provide adequate assurance of future
performance.

                       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 to Reject Fort St. & Kukui Grove Leases
--------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Hawaiian Telcom
Communications Inc. and its affiliates seek the U.S. Bankruptcy
Court for the District of Hawaii's authority to reject two lease
agreements:

  1. An agreement for the lease of the Kapolei Shopping Center
     entered between the Debtors and Fort Street Investment
     Corp.; and

  2. An agreement for the lease of Kaumuali'l Highway Space E-13
     entered between the Debtors and Kukui Grove Center
     Investment Group, Inc.

Section 365(a) provides that a debtor, "subject to the court's
approval, may assume or reject any executory contract or
unexpired lease of the debtors."  In this regard, the Debtors
aver that the Leases are not essential or beneficial for their
business operations and should thus be rejected.

Moreover, the Debtors seek the Court's authority to reject the
Leases effective June 30, 2009, or at a later date by which they
will have vacated the premises covered by the Leases and
surrendered those premises to the lessor under the Lease.

                       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)


HAWKER BEECHCRAFT: Moody's Keeps Ca Rating on Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service adjusted ratings on certain debt
instruments of Hawker Beechcraft Acquisition Company LLC's to
reflect the company's capital structure following its recent
tender transaction; senior secured bank facilities were affirmed
at B3; senior unsecured cash-pay and PIK-election notes were
upgraded to Caa3 from Ca; and subordinated notes were affirmed at
Ca.  The company's outlook (stable) and liquidity rating (SGL-3)
are unaffected by these actions.

The ratings reflect the expected loss on the instruments from the
waterfall of liabilities deployed in the Loss Given Default model
and incorporate a Caa2 CFR and PDR along with an assumed 50%
family recovery rate.

Ratings up-graded with refreshed LGD assessments:

  -- Senior unsecured cash-pay notes to Caa3 (LGD-5, 80%) from Ca
      (LGD-4, 58%)

  -- Senior unsecured PIK-election notes to Caa3 (LGD-5, 80%) from
     Ca (LGD-5, 70%)

Ratings affirmed with refreshed LGD assessments:

  -- Secured bank revolving credit facility, B3 (LGD-3, 31%)
  -- Secured bank term loan, B3 (LGD-3, 31%)
  -- Secured synthetic letter of credit facility, B3 (LGD-3, 31%)
  -- Subordinated notes, Ca (LGD-6, 95%)

The last rating action was on June 12, 2009 at which time Hawker
Beechcraft's CFR was affirmed at Caa2 and its Probability of
Default was upgraded to Caa2/LD from Ca.

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


HAYES LEMMERZ: S&P Changes Recovery Ratings on Senior Debt
----------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its
recovery ratings on Hayes Lemmerz International Inc.'s senior
secured (pre-petition) debt.  The recovery ratings on the pre-
petition secured revolving credit facility, synthetic letter of
credit facility, and term loan were revised to '4' from '2',
indicating S&P's expectation that holders may expect average (30%
to 50%) recovery upon resolution of the bankruptcy.

"The revision reflects our assessment of the effect of Hayes's
$200 million debtor-in-possession financing on pre-petition lender
recoveries," said Standard & Poor's recovery analyst Greg Maddock.

The recovery rating on Hayes's senior unsecured notes remains at
'6', indicating S&P's expectation that lenders will receive
negligible (0 to 10%) recovery upon resolution of the bankruptcy.

On May 12, 2009, S&P lowered the corporate credit rating and
issue-level ratings on Hayes to 'D' following the company's filing
for Chapter 11 bankruptcy protection along with certain U.S. and
European subsidiaries.

                           Ratings List

                     Recovery Ratings Revised

                      HLI Operating Co. Inc.

                                        To                 From
                                        --                 ----
Senior Secured
  Recovery Rating                       4                  2

            Hayes Lemmerz Finance LLC-Luxembourg S.C.A.

                         Senior Secured
      US$125 mil. revolv cred fac bank ln ser due 05/30/2013

                                        To                 From
                                        --                 ----
   Recovery Rating                      4                  2

        EUR260 mil. term facility bank ln ser due 05/30/2014

                                        To                 From
                                        --                 ----
   Recovery Rating                      4                  2

       EUR15 mil. syn LOC facility bank ln ser due 05/30/2014

                                        To                 From
                                        --                 ----
   Recovery Rating                      4                  2

                         Ratings Affirmed

            Hayes Lemmerz Finance LLC-Luxembourg S.C.A.

                                        To                 From
                                        --                 ----
Senior Unsecured
  Recovery Rating                       6                  6


HIGH RIVER: Closes Private Placement; Updates on TSX Review
-----------------------------------------------------------
High River Gold Mines Ltd. has closed its private placement of
59,019,367 common shares of the Corporation.  Lybica Holding B.V.,
an affiliate of ZAO Severstal Resources, the mining division of
OAO Severstal, has purchased the Common Shares for a price of
C$0.18 per Common Share for total aggregate gross proceeds to High
River of C$10,623,486.06.  As a result of the Private Placement,
Severstal controls 371,790,497 Common Shares representing roughly
57.3% of the outstanding Common Shares.

Proceeds of the Private Placement will be used for repayment of
the roughly US$5.2 million short term loan from Severstal to OJSC
Buryatzoloto, High River's 84.94%-owned subsidiary, which
Buryatzoloto required for a US$10 million debt repayment on
June 12, 2009, and for general corporate purposes.

The Corporation has also been advised by the Toronto Stock
Exchange that its delisting review period has been extended to
August 17, 2009, due to the pending take-over bid by Severstal and
that in the absence of such take-over bid, the TSX would have
determined to delist the Corporation's securities due to its
current financial condition.  If the take-over bid is not
successful or is otherwise terminated, or the take-over bid does
not proceed on the expected timetable, the TSX reserves the right
to immediately call a meeting of the Listings Committee to
consider abridging the extension and whether to suspend trading in
and delist the securities of the Corporation.

High River Gold Mines Ltd. (CA:HRG) is a gold company with
interests in producing mines and advanced exploration projects in
Burkina Faso and Russia.


HOME BISTRO: Assets Sold to Largest Direct Competitor
-----------------------------------------------------
Home Bistro Foods, Inc.'s assets were sold to its largest direct
competitor.  DineWise Inc. said, in a press release, that its
acquisition of Home Bistro's assets -- including customers,
prepared meal inventory, confidential gourmet recipes and
intellectual property -- immediately positions it as a leader in
the national home meal replacement industry.

DineWise is a national chef prepared meal company that provides
convenience solutions for consumers lacking the time or desire to
cook meals at home.  As an alternative to fast food and take out,
DineWise customers simply reheat gourmet premade breakfast, lunch,
and dinner meals in their microwave, oven, or stovetop.  Through
their exclusive Mix and Match Meal technology, customers have the
option of creating their own menus of meals by picking their
favorite entrees, sides, and vegetables.  DineWise customers can
choose from thousands of possible meal combinations.

"Adding Home Bistro's gourmet meals to the DineWise menu expands
our product line with a proven track record of sales," said Craig
Livernoche, VP of Marketing.  DineWise customers will enjoy all
the new menu items and Home Bistro customers will continue to
enjoy Home Bistro meals and optionally, all of the additional
nutritional menus and services DineWise provides its customers."

DineWise is already an online leader in providing prepared meals
for people living diabetic, low sodium, weight loss, low carb,
vegetarian, and senior lifestyles.  In addition to Home Bistro's
existing web traffic, DineWise secured all of Home Bistro's
gourmet food catalog operations and offline strategic marketing
intelligence.  "The collaboration of these two companies creates a
tremendous marketing opportunity for DineWise," adds Mr.
Livernoche.  "We have captured a sizeable customer base, and the
experience to build the customer file through highly targeted
marketing strategies."

Paul Roman, DineWise President and CEO, said, "The acquisition of
Home Bistro Foods accelerates our strategic plan of capturing a
larger market share of the growing demand for products and
services that assist those most advantaged by the convenience of
e-commerce and mail order distribution."

"We are also pleased to welcome Thomas Hillman as a member of the
DineWise Board of Directors," added Mr. Roman.  Mr. Hillman is an
executive with the New York Community Investment Company, L.L.C.,
and the New York Small Business Venture Fund, L.L.C, entities
focused on providing funding for New York State early stage and
growth Companies.  Additionally, Mr. Hillman is an executive with
Semaphore, a consultancy focused on providing technology, advisory
and private equity services and is responsible for the general
management of NYCIC.

                         About DineWise

Headquartered in Farmingdale, New York, DineWise --
http://www.DineWise.com/-- is a national leading multi-channel
direct marketer of the finest, chef-prepared meals delivered
directly to your door and ready to serve in minutes.  Since 1959,
DineWise has been assisting time-impaired, nutritionally
conscious, and temporarily or permanently homebound consumers
enjoy easy, quick, customized meals.

                        About Home Bistro

Plattsburgh-based Home Bistro Foods Inc. cooks and prepares
gourmet meals that are flash frozen and shipped throughout the
continental United States.  The Company was founded in Vermont in
1999.  It moved to The Development Corp.'s Banker Road Industrial
Park, part of the Clinton County Empire Zone, in 2003.  The
Company has 60 full-time and eight part-time employees.

The Company filed for Chapter 11 bankruptcy protection.  Francis
Brennan at Nolan and Heller LLP, who assist the Company in its
restructuring effort, blamed his client's collapse on the economic
downturn, because its business is driven by discretionary consumer
spending.


HOVNANIAN ENTERPRISES: Notes Repurchases Cue S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
assigned to Hovnanian Enterprises Inc.'s outstanding unsecured
senior and senior subordinated notes to 'D' from 'CC'.  The
recovery rating of '6' remains unchanged.  S&P also revised its
recovery rating assigned to the second-lien senior secured notes
to '4' from '2'.  As a result, S&P lowered its issue-level credit
rating on the notes to 'CCC' from 'CCC+'.  The '4' recovery rating
indicates that lenders can expect a average recovery (30%-50%) in
the event of payment default.  Lastly, S&P affirmed its 'CCC'
corporate credit rating on Hovnanian and S&P's 'CC' rating
assigned to the company's third-lien senior secured notes.  These
actions affect roughly $1.9 billon of rated debt securities.  The
outlook remains negative.

The lowered ratings follow the company's recent sizeable
repurchases of its unsecured senior and senior subordinated notes
at a discount to par value.  HOV has repurchased $578 million of
its unsecured senior and senior subordinated notes over the past
two quarters, or 23% of its 2008 fiscal year-end debt balance.  In
total, the company executed these purchases at an average discount
to par of roughly 60%.  Although S&P make exceptions for open-
market purchases, S&P does view sizeable and recurring debt
repurchases by a distressed issuer to be a de facto debt
restructuring, and therefore, according to S&P's criteria,
tantamount to a default.

"We will maintain 'D' issue-level ratings on HOV's senior and
senior subordinated notes until S&P is confident the company has
completed its repurchase activity," said credit analyst George
Skoufis.  "We believe HOV could continue to repurchase some of its
debt, but wouldn't expect additional repurchases to be as
significant as the aggregate amount the company has repurchased to
date due to certain debt covenant limitations."

The negative outlook reflects the extremely challenging conditions
under which HOV and its peers are operating and S&P's view that
continued net losses could erode the company's currently modest
equity base.  While the current rating anticipates operating
losses and weak cash flow in the near term, S&P would lower its
rating further if losses and cash flow deficits are more severe
than S&P anticipate and/or HOV utilizes its liquidity to buy back
debt such that its unrestricted cash position falls below
$350 million.  Although unlikely in the near-term due to the very
challenging operating environment, S&P would consider raising the
corporate credit rating if the company can recapitalize its
balance sheet and maintain sufficient liquidity.


INDALEX HOLDINGS: To Liquidate, Sell Assets to Sapa Holding
-----------------------------------------------------------
Indalex Holdings Finance, Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve
procedures for the sale of substantially all of their assets.

Indalex intends to sell their assets to Sapa Holding AB pursuant
to a stalking horse agreement, subject to higher and better offers
at an auction.  Jefferies & Co., Indalex's financial advisors,
assisted in the marketing process.  The Debtors found Sapa's offer
to be the highest from four bids.

Sapa Holding offers to:

   -- pay $90.1 million in cash and assume certain existing
      liabilities for the Debtors' U.S. assets; and

   -- pay $31.7 million in cash, and assume certain existing
      liabilities for the Debtors' Canadian assets.

The payments are subject to adjustments at closing.

The Debtors' DIP credit facility requires them to complete a sale
by July 21, 2009.

The Debtors propose to pay Sapa Holding a $5.3 million break-up
fee in the event they consummate a sale with another buyer.

Competing bids are due July 14.  The Debtors will conduct an
auction on July 16 if a competing bid is received.  The Debtors
ask the Court to hold the sale hearing held on July 20.

To be qualified, competing bids must include a $10 million deposit
and must exceed Sapa's offer and breakup fee by at least $250,000.

                       About Indalex Holding

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc. Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on March
20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J. Bowman,
Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington,
Delaware, has been tapped as counsel.  Epiq Bankruptcy Solutions
LLC is the claims and noticing agent.  In its bankruptcy petition,
Indalex listed assets of $356 million against debt totaling
$456 million.


INNOVEX INC: Appoints PwC FAS as Advisors at Thai Banks' Behest
---------------------------------------------------------------
Innovex Inc. says both its Thai banking partners -- Bank of
Ayudhya Public Company Limited and TMB Bank Public Company Limited
-- have requested that the Company appoint a financial advisor to
assist in a debt restructuring process.

Both banking partners have indicated their continued support in
the Company's restructuring of its existing debt, Innovex says.

Moreover, BAY has provided formal extensions for the scheduled
repayments of roughly $13.0 million due under the Company's short
term working capital facility to July 31, 2009.  However, TMB did
not provide similar extensions under the Company's short term
working capital facility for the scheduled repayments of roughly
$13.5 million, which were originally due during the June 2009
quarter.

BAY and TMB also did not provide formal extensions on the
scheduled repayments due under the Company's long term loan
facility of roughly $1.2 million, which were originally due during
the June 2009 quarter.

Innovex has appointed PricewaterhouseCoopers FAS Limited to act as
the Company's financial advisor, to provide assistance in
restructuring the Company's existing debt and to explore
additional capital structure alternatives.

Although the Company is delinquent with the repayments required
under the long term loan facility with both banks as well as the
short term working facility under TMB, formal written notification
of default has not occurred, and both BAY and TMB have indicated
that they would not take actions to demand any immediate payment
of the obligations under the bank facilities or apply any
foreclosure process until the debt restructuring process is
completed and resolved by the end of September 2009.

Although verbal assurance has been provided, without formal
written extensions from both banks for all overdue and projected
to be overdue obligations there can be no assurance that one or
both of the banks will not declare default and demand immediate
payment.

The Company continues to work diligently to grow its business,
enhance the organization and management team to improve
efficiency.  The Company expects to generate sequential revenue
growth in the fiscal 2009 third quarter when compared to the
fiscal 2009 second quarter.  In addition, the Company continues to
pursue new customers in the smartcards, ePC and healthcare
industries.

                        About Innovex Inc.

Based in Plymouth, Minnesota, Innovex Inc. (Pink Sheets:INVX)
manufactures high-density flexible circuit-based electronic
interconnect solutions.  Innovex's products enable the
miniaturization and increasing functionality of high technology
electronic devices.  Applications for Innovex's products include
data storage devices such as hard disk drives and tape drives,
liquid crystal displays for mobile telecommunication devices and
printers.


INTERLAKE MATERIAL: Moving Ahead With Liquidating Plan
------------------------------------------------------
Interlake Material Handling Inc. has filed before the U.S.
Bankruptcy Court for the District of Delaware a proposed
liquidating Chapter 11 plan that offers unsecured creditors
$350,000 cash and fruits of lawsuits in the future, according to a
report by Bill Rochelle at Bloomberg News.  The report adds that
the funding for the plan is being made available by secured
lenders as part of a settlement with the unsecured creditors'
committee, which was challenging the lenders' security interest.
For the lenders, the plan calls for the company to turn over any
other property subject to their security interests.

Interlake Material has sold its business for $30 million to
Mecalux SA, Spain's largest maker of warehouse equipment.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP is
the Debtors' local counsel.  Lake Pointe Partners, LLC, is the
Debtors' financial advisor.  Kurtzman Carson Consultants LLC is
the claims agent for the Debtors.  Lowenstein Sandler PC
represents the official committee of unsecured creditors as
counsel.  Stevens & Lee, P.C., represents the Committee as
Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


IVIVI TECHNOLOGIES: Won't Appeal Nasdaq Delisting
-------------------------------------------------
Ivivi Technologies, Inc., will not appeal the decision of the
staff of The Nasdaq Stock Market to suspend the trading of the
Company's common stock for failing to have a minimum of $2,500,000
in stockholders' equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.

On June 12, 2009, the Company received a letter from the Staff
pursuant to which the Staff notified the Company that it had
determined that the Company did not meet the terms of a plan to
achieve compliance with all the Nasdaq Capital Market listing
requirements, including a time frame for completion of the plan.

Trading of the Company's common stock will be suspended on the
Nasdaq Stock Market at the opening of business on June 23, 2009,
and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on The Nasdaq Stock Market.

The Company's securities will not be immediately eligible to be
quoted on the OTC Bulletin Board or in the Pink Sheets following
such suspension of trading on June 23, 2009 unless a market maker
makes application to register in and quote the security in
accordance with SEC Rule 15c2-11, and such application is cleared.
Only a market maker, not the Company, may file a Form 211.  The
Company intends to seek a market maker to file a Form 211 in order
for the Company's securities to be quoted on the OTC Bulletin
Board.  Accordingly, there can be no assurance that a market maker
will file a Form 211 or that the securities would become eligible
to be quoted on the OTC Bulletin Board or in the Pink Sheets on a
timely basis or at all.

                     About Ivivi Technologies

Based in Montvale, New Jersey, Ivivi Technologies, Inc. is a
medical technology company focusing on designing, developing and
commercializing its proprietary electrotherapeutic technology
platform, with a primary focus on developing treatments for
cardiovascular disease.


JAMIE M ALICK: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jamie M. Alick
        9555 Music Street
        Novelty, OH 44072

Bankruptcy Case No.: 09-15563

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Stephen D. Hobt, Esq.
                  1370 Ontario St., Suite 450
                  Cleveland, OH 44113-1744
                  Tel: (216) 771-4949
                  Fax: (216) 771-5353
                  Email: shobt@aol.com

Total Assets: $2,491,315

Total Debts: $1,581,230

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

         http://bankrupt.com/misc/ohnb09-15563.pdf

The petition was signed by William R. O'Meara, member of the
Company.


JEFFERIES GROUP: Fitch Affirms Subordinated Debt at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Ratings of Jefferies Group Inc. at 'BBB' and 'F2',
respectively.  The Rating Outlook for all ratings remains
Negative.

The ratings affirmation for Jefferies reflects the firm's strong
niche position in its core markets, the successful execution of an
equity raise in 2008 and reduction in the firm's risk appetite and
leverage.  Fitch also notes Jefferies' recent diversification
efforts, particularly across the fixed income business that will
likely continue to be a positive earnings driver over the near-
term.  Jefferies has also had some success in improving its
compensation structure, which will yield benefits over time.
Jefferies retains a unique position in sales and trading,
research, and investment banking serving primarily middle-market
clients and investors.

Fitch also continues to factor in previously noted concerns over
the corporate governance structure at Jefferies, particularly
regarding the centralization of authority with the firm's CEO,
Richard Handler.  Fitch believes the degree of key man risk
remains higher for Jefferies than other firms, although it
positively notes reduced participation by Handler in day to day
operations over the last several years.  While Sarbanes-Oxley
compliant and meeting the New York Stock Exchange independence
guidelines, Fitch believes favorable rating momentum will be
limited absent further enhancements to board independence.

Jefferies has maintained its liquidity throughout this difficult
economic environment and has no near-term debt maturities.  Its
next debt maturity is not until 2012 and the lack of any
significant short-term funding requirements has kept the firm's
short-term IDR at 'F2'.  Proprietary trading activities have been
reduced and its hedge fund seeding program was significantly
reduced.  The firm's bank lines are currently undrawn and its cash
position peaked in 2008 and has returned to historical levels.

The Negative Outlook reflects the firm's weak performance in 2008,
potential for continued weak performance through 2009 as a result
of uncertain market conditions, despite improvements in the first
quarter of 2009, and the firm's increasing risk as a result of its
rapid growth from diversification efforts.  The firm has been
actively expanding its fixed income business beyond its
traditional high-yield roots, including moving into mortgages and
municipal securities (through the purchase of Depfa First Albany).
Fitch believes that the mortgage business carries different
operational and market challenges which the firm has historically
not had to manage.  Fitch also believes that investment banking
and asset management revenues could remain challenged throughout
the rest of 2009.  Favorably, the firm has improved its gross and
net leverage and interest and debt coverage ratios, however, they
are likely to incrementally weaken as the firm continues to grow
its businesses.

Negative rating actions could be triggered near-term by weakness
in earnings lower than Fitch's current expectations, material
trading losses, and/or capital erosion. Longer-term ratings
considerations that could contribute to a downgrade include
balance sheet growth (particularly in less liquid assets), rising
leverage, deteriorating coverage ratios, and an increased risk
appetite that is not supported by sufficient capital growth.
Fitch is particularly sensitive to any breakdowns in risk
management that the firm is particularly exposed to because of its
rapid growth profile.

Ratings stabilization could be achieved by meaningful
improvement/recovery in profitability, strong capital, stable
leverage and coverage ratios and sustainable risk appetite/growth
over the long-term.  Demonstration of successful integration and
management of new businesses, including containment of
compensation costs over time, will also contribute to ratings
stability.

Fitch has affirmed these ratings:

Jefferies Group, Inc.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Senior debt at 'BBB'';
  -- Short-term debt at 'F2';
  -- Subordinated debt at 'BB+'.

The Rating Outlook remains Negative.

Jefferies, a Delaware-incorporated holding company, is a well-
established full service investment bank and institutional
securities firm serving middle-market clients and investors. Its
primary broker/dealer operating subsidiary, Jefferies & Company,
Inc., holds the vast majority of the firm's consolidated assets
and is regulated by the SEC.  On March 31, 2009, Jefferies had
U.S. GAAP total assets of $21.3 billion, shareholders' equity
(excluding non-controlling interests) of $2.1 billion and net
income of $38.4 million.


JORGE A SANCIANGCO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Jorge A. Sanciangco
                  aka Kapit Bahay
                  aka Melanja Entertainment
                  aka Computer Consulting
                  aka LCGC Enterprises
               Marilyn Sanciangco
               4171 Gannet Circle. #362
               Las Vegas, NV 89103

Bankruptcy Case No.: 09-20399

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: David A. Stephens, Esq.
                  Stephens Gourley & Bywater
                  3636 N. Rancho Dr.
                  Las Vegas, NV 89130
                  Tel: (702) 656-2355
                  Fax: (702) 656-2776
                  Email: dstephens@lvcm.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/nvb09-20399.pdf

The petition was signed by the Joint Debtors.


JOSE HERNANDEZ: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Jose V. Hernandez Hernandez
                  dba Clinica Familiar Dr Hernandez
               Cristina Medina Ramos
               17 Mansiones Del Sur
               Penuelas, PR 00624

Bankruptcy Case No.: 09-04941

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  Email: modesto@coqui.net

Total Assets: $3,130,925

Total Debts: $14,289,980

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/prb09-04941.pdf

The petition was signed by the Joint Debtors.


JPPS INC: Auction Postponed, In Talks With Creditors
----------------------------------------------------
Michelle Graff at National Jeweler reports that JPPS Inc.'s
auction didn't occur as scheduled on Tuesday.

According to National Jeweler, JPPS President Jay Siskin said that
"the sale of the assets [of JPPS] is scheduled to be approved [by
the court] next Tuesday with a closing immediately thereafter."

National Jeweler states that assets to be auctioned include:

     -- inventory valued at $3.75 million at cost as of April 30;

     -- models, molds and castings;

     -- office furniture;

     -- technical equipment, including the Company's Web site and
        its computers; and

     -- other property used in the business.

NEI Fashions LLC, according to National Jeweler, made an initial
"all or nothing" opening bid of $1.35 million for the assets,
estimated to be about 36% of the cost of the inventory.

Citing Mr. Siskin, National Jeweler relates that JPPS is "in the
process of negotiating a resolution that should lead to a
financial distribution to secured and unsecured creditors."

Central Islip, New York-based JPPS Inc. owns the license for
jewelry designer Penny Preville.  A group of six creditors forced
JPPS into involuntary Chapter 7 bankruptcy in October 2008, but
the U.S. Bankruptcy Court for the Eastern District of New York
converted the case to a voluntary Chapter 11 bankruptcy in
November 2008.


JUDO ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Judo Associates, LLC
        334-41 Canal Street
        New York, NY 10013

Bankruptcy Case No.: 09-13884

Chapter 11 Petition Date: June 17, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joseph S. Maniscalco, Esq.
                  jsm@lhmlawfirm.com
                  LaMonica Herbst & Maniscalco LLP
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222

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 Donald Fishoff, manager.


KINETEK HOLDINGS: S&P Raises Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Deerfield, Illinois-based Kinetek Holdings Corp., including the
long-term corporate credit rating to 'CCC+' from 'SD'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating for the company's first-lien revolving credit
facility to 'B-' from 'B', with a recovery rating of '2'.  The
issue-level ratings for the company's first-lien and second-lien
term loan remain 'D'.

"The upgrade reflects Kinetek's new capital structure with a
marginally reduced debt level following the company's debt
buyback," said Standard & Poor's credit analyst Helena Song.  "The
rating actions reflect S&P's expectation that operating conditions
will remain challenging and that the company's credit measures
will continue to deteriorate.  In addition, S&P is concerned that
the company may not meet leverage covenants," she continued.

Conditions in Kinetek's key end markets have been difficult and
appear unlikely to improve meaningfully in the near term.

The ratings on Kinetek reflect the company's highly leveraged
financial profile and the competitive and cyclical nature of the
global electrical motors and motion controls systems industry in
which it operates.  The company's well-established market
positions in several niches and its low-cost manufacturing
capabilities partially mitigate company risks.

S&P could lower the ratings if Kinetek violates its covenants and
the likelihood of obtaining a satisfactory cure worsens, or if the
company fails to meet its financial obligations.  A positive
ratings action could occur if the company avoids a covenant
violation, or if the company does violate a covenant, the company
can obtain adequate relief.


LEAR CORP: Vendors Demand Cash Payment on Bankruptcy Fears
----------------------------------------------------------
Bloomberg's Alex Ortolani said some Lear Corp. suppliers are
requesting cash for new orders and faster payment on older bills
on concern Lear may file for bankruptcy unless it can rework its
loan terms, the vendors' lawyer said.

Dan Sharkey, Esq., at Brooks Wilkins Sharkey & Turco in
Birmingham, Michigan, told Bloomberg in an interview yesterday
that talks are under way with Lear on the partsmakers' requests.

"The companies that supply to Lear are very concerned about Lear's
viability," Mr. Sharkey told Bloomberg.  "They've taken steps to
get assured payments."

He declined to identify his clients or specify what they provide.
Lear also wouldn't comment, according to Bloomberg.

Bloomberg notes that demands for upfront cash would add to the
strain on Lear while renegotiating its borrowing.

As reported by the Troubled Company Reporter on June 3, 2009, Lear
said it does not intend to make the $38 million semi-annual
interest payments due on June 1, 2009, with respect to its 8.50%
senior notes due 2013, and 8.75% senior notes due 2016.  The
Company utilized the 30-day grace period applicable to the
interest payments, while it continues discussions of a possible
capital restructuring with its lenders and certain other parties,
according to Matthew J. Simoncini, senior vice president and chief
financial officer of the company.  Under the applicable indentures
relating to the senior notes, the use of the 30-day grace period
does not constitute a default that permits acceleration of the
senior notes or any other indebtedness, Mr. Simoncini said.

The Company entered on May 13, 2009, into an amendment and waiver
under its primary credit facility, wherein the waiver of covenant
defaults under the primary credit facility would terminate if the
Company were to make any payments with respect to the senior
notes.  A full-text copy of the second amendment and waiver is
available for free at http://ResearchArchives.com/t/s?3a6e

                      About Lear Corporation

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

                            *     *     *

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


LIBERTY MEDIA: Fitch Corrects Press Release; Affirms 'BB' Rating
----------------------------------------------------------------
Fitch Ratings has corrected its release issued earlier, and has
taken these rating actions on Liberty Media LLC and its
subsidiary, QVC, Inc.:

Liberty Media LLC:

  -- Issuer Default Rating downgraded to 'BB-' from 'BB';
  -- Senior unsecured debt downgraded to 'BB-' from 'BB'.

QVC, Inc.:

  -- IDR affirmed at 'BB';
  -- Bank Facility affirmed at 'BBB-'.

All ratings are removed from Rating Watch Negative where they were
placed on Sept. 3, 2008.

In addition, Fitch assigns a 'BBB-' rating to QVC's Term Loan B
offering. The Rating Outlook is Negative.

While there is now a difference in IDRs between LLC and QVC, the
difference is currently limited to one notch as Fitch believes
default risk will remain relatively correlated as cash can still
travel throughout all entities relatively easily.  Historically,
Fitch equalized the IDRs of the two issuing entities based on the
belief that resources at QVC would be used to support LLC if ever
needed and vice versa.  Fitch believed that the strength and
resources of QVC and LLC (excluding QVC) were generally similar,
and the residual value at each entity would justify using the
other entities' resources if ever needed as equity holders would
be unlikely to risk losing specific assets to lenders if it could
be avoided by using other group member resources.

Fitch still believes this to be the case, albeit to a lesser
degree relative to historical periods.  The reduction in asset
value at LLC via the expected split-off of Liberty Entertainment,
Inc. and reduction in non-core equity values, in addition to new
features with the QVC bank facility (mandatory amortization,
stricter Restricted Payments basket, etc), result in a weaker IDR
at LLC relative to QVC.  While LLC bondholders currently
subordinate LLC management and equity holders from QVC, the
indenture only restricts asset spins to 'all or substantially all'
of the assets making future asset spins a continued risk for LLC
bondholders.

QVC's 'BB' IDR reflects its individual business profile and credit
metrics that would likely warrant an IDR greater than 'BB' on a
stand-alone basis; however, it also takes into account the
reliance on QVC to service a large portion of the debt at LLC.  In
addition to general event risk, the Negative Outlook reflects the
weak global economic environment and its impact on QVC's results.
QVC registered positive growth in the previous two economic
downturns (early 90's and post 9/11) and until the 3rd quarter of
2008 never had a quarterly revenue decline. However, worldwide
revenue for the last three quarters has decreased by 3%, 8% and
10%, respectively.  The U.S. has been the weakest environment
while Japan and Germany have actually registered strong positive
growth in local currency.  The U.K. is also weak but outpacing the
U.S. Japan's economy has lagged the U.S. and U.K., so Fitch would
expect to see some weakness in that region over the next few
quarters.  Fitch believes the weakness is predominantly due to the
general cyclicality expected in such a weak economic environment
and not due to secular changes of the business.  In order to
manage through the downturn, the company has reduced its employee
base by 900 and continues to manage down its inventory levels.
The 'BBB-' rating on the QVC bank facility and Term Loan B take
into account placement in the capital structure.

The downgrade of Liberty Media LLC's IDR to 'BB-' and Negative
Outlook assignment take into account the weakened metrics after
the expected split-off of Liberty Entertainment, Inc., mandatory
amortization at QVC (which could result in greater pressure on LLC
assets should QVC free cash not be sufficient to organically meet
amortization payments) and overall event risk related to ultimate
asset composition and capital structure.  While LLC's unsecured
debt has qualitative attributes that could be reflective of a 'B'
category rating (namely, event risk of further asset spins and/or
subordination), Fitch believes QVC's liquidity, asset coverage,
and existing seniority to Liberty shareholders (of QVC) provide
financial flexibility and incentive to support the servicing of
financial commitments consistent with the current rating.  'B'
category ratings exhibit more vulnerability to economic weakness,
whereas Fitch believes Liberty management possesses the resources
and incentive to meet its obligations while enduring a downturn.

Pro forma for the Entertainment split-off, net leverage through
the senior unsecured debt at LLC (including equity stakes and
LCAPA tax liabilities) should remain inside of 4.0 times (x),
which is consistent with the current rating.  Clearly further
asset spins could change Fitch's view of the LLC securities.  The
new restricted payments basket at QVC has no restrictions on
dividends specifically for principal and interest of debt
allocated to Liberty Interactive (LINTA).  Otherwise, dividends
are restricted if QVC leverage is greater than 3.5x with step-
downs to 3.0x over the next few years. Fitch does not believe this
is material enough to differentiate bonds allocated to LCAPA with
a notch versus bonds allocated to LINTA as the LCAPA bonds still
have various other resources to service their issuances (which are
generally low coupon and long-dated).  Liberty's ratings continue
to be supported by operating cash flows (predominantly through
QVC) that cover total cash interest over 2.5x, with further
bondholder protection through asset coverage (excluding operating
businesses) of net debt and deferred tax liabilities of over 0.5x.

The consolidated entity's liquidity is strong and supported by
approximately $3.7 billion in cash pro forma March 31, 2009 for
the $750 million pay down of QVC bank debt and the early
retirement on certain exchangeable notes.  Additionally, liquidity
is supported by net investment and financial securities of
approximately $5.5 billion.  While the QVC bank amendment extends
the company's near-term maturity schedule, Liberty still has some
significant maturities over the next five years. Including the
mandatory amortization at QVC, approximate maturities will be
$500 million in 2010, $700 million in 2011 (including non-
consenting lenders), $400 million in 2012, $2.5 billion in 2013
(including $800 million of LLC's 5.7% senior notes and
$1.3 billion of puttable Time Warner Exchangeable notes), and
$2.5 billion in 2014 (before factoring in the $500 million Term
Loan B offering that would mature in 2015 and be used to reduce
the 2014 bullet).  Given QVC's operational issues, Liberty's
portfolio of cash and marketable securities could become ever more
important over the intermediate term to handle these maturities
and offset loan reductions, tight credit markets, and higher
interest expense.  The mandatory amortization schedule forces
management to focus on debt reduction.  Between QVC cash flows and
remaining assets at LLC, Fitch believes the company has the
ability to meet this maturity schedule organically.

The rating actions take into account Fitch's expectations for the
split-off of Liberty Entertainment, Inc.  Depending on the
specific circumstances, should the split-off not occur, it is
likely the ratings would remain the same.


LUCKY CHASE: US Trustee Asks Court to Appoint Chapter 11 Trustee
----------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, asks
the U.S. Bankruptcy Court for the Southern District of Florida for
appointment of a Chapter 11 trustee in Lucky Chase II, LLC's
bankruptcy case.

In support of his motion, the U.S. Trustee says that the Debtor,
through its existing management, failed to maintain security
deposits and depleted those funds, transferred well over
$1 million to Insiders and has not sought to recover those
receivables.

The U.S. Trustee cited that under section 83.9 of the Florida
Statutes, landlords or their agents are required to hold money
deposited by a tenant as security for performance of a rental
agreement in a segregated account which moneys must not be
commingled with any other funds of the landlord or hypothecated,
pledged, or in any way used unless said moneys are actually due
the landlord.

                    About Lucky Chase II, LLC

Headquartered in Pittsburgh, Pennsylvania, Lucky Chase II, LLC,
operates a single-asset, real estate company.  The Company filed
for Chapter 11 on April 29, 2009 (Bankr. S.D. Fla. Case No.
09-18087).  Arthur J. Spector, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed assets and debts between
$10 million and $50 million each.


LYONDELL CHEMICAL: Unsec. Creditors Seek to Sue Over Basell Deal
----------------------------------------------------------------
Reuters reports that Lyondell Chemical Co.'s unsecured creditors
are seeking the permission of the U.S. Bankruptcy Court for the
Southern District of New York to file a lawsuit against
billionaire Len Blavatnik and the group of banks and advisors that
led Basell AF S.C.A.'s $12.7 billion leveraged buyout of the
Company in 2007.

Court documents say that the unsecured creditors committee sought
to pursue various legal claims, including fraudulent conveyance
charges and breach of fiduciary duty, against the lenders and
Lyondell Company's leaders responsible for the deal.  According to
Reuters, the creditors claimed that the deal left Lyondell
Chemical with too little capital to fund operations.  Reuters
relates that the creditors are seeking the return of billions of
dollars of assets which they claim were fraudulently transferred.
The potential recoveries to the company's bankruptcy estate would
be "enormous," Reuters says, citing the creditors.

According to Reuters, the creditors said that they were seeking to
file the lawsuit on Lyondell Chemical's behalf, because the
Company won't pursue these claims as it has lined up financing
during its bankruptcy from the same lenders that funded the
merger.

Reuters states that a hearing on the creditors' request is set for
July 2.  Reuters says that the creditors are represented by the
Brown Rudnick law firm.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a $3.25
billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MBIA INSURANCE: S&P Downgrades Rating on Surplus Notes to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on MBIA Insurance Corp.'s variable-rate surplus notes due Jan. 15,
2033, to 'BB' from 'BB+'.

Because of the low-investment-grade counterparty credit and
financial strength ratings on MBIA (BBB/Negative/--) and S&P's
concerns relating to continued adverse loss development within its
insured portfolio, S&P believes there is a heightened risk of
nonpayment of interest on the surplus notes.  S&P generally widen
the gap between a surplus note rating and a financial strength
rating to three or more notches when S&P believes that the
potential for payment deferral has increased.

MBIA may make each payment of interest or principal of the notes
only with the prior approval of the Superintendent of the New York
Department of Insurance, only if its financial condition warrants,
and only from surplus funds.  In addition, the surplus notes do
not restrict MBIA from declaring or paying stockholder dividends
to MBIA Inc., so it could do so while not paying interest or
principle on the surplus notes.

"In our view, neither the surplus notes nor the 'BB' rated
preferred stock of MBIA has any material features that would make
it more likely that one would receive payment than the other,"
noted Standard & Poor's credit analyst David Veno.  "MBIA
currently lacks dividend-paying ability under insurance law and
must get regulatory approval to pay dividends on the preferred."


MCCLATCHY CO: Extends Private Exchange Offer to June 25
-------------------------------------------------------
The McClatchy Company is amending the terms of its previously
announced private exchange offer for its:

   * 7.125% Notes due 2011;
   * 4.625% Notes due 2014;
   * 5.750% Notes due 2017
   * 7.150% Debentures due 2027; and
   * 6.875% Debentures due 2029

As of June 18, 2009, according to Global Bondholder Services
Corporation, the depositary for the Exchange Offer, the Company
received valid tenders from holders of roughly $3.3 million
aggregate principal amount of 2011 Notes, roughly $11.1 million
aggregate principal amount of 2014 Notes, roughly $53.4 million
aggregate principal amount of 2017 Notes, roughly $10.8 million
aggregate principal amount of 2027 Debentures and roughly
$23.8 million aggregate principal amount of 2029 Debentures.

The Company has amended the Exchange Offer's minimum note amount
condition to permit the Company to assert or waive the Minimum
Note Amount Condition in full or in part in the Company's sole
discretion.  The Minimum Note Amount Condition requires that the
Company issue at least an aggregate principal amount of
$50 million of its 15.75% Senior Notes due 2014 in exchange for
the Old Notes pursuant to the Exchange Offer.

The Company also said the expiration date in respect of the
Exchange Offer has been extended until 5:00 p.m., New York City
time, on June 25, 2009.  Old Notes tendered prior to the
Expiration Date -- including any Old Notes tendered prior to the
Early Tender Date of June 8, 2009, as set forth in the Offering
Memorandum -- may be withdrawn prior to 5:00 p.m., New York City
time, on June 25, 2009 unless extended.  Holders may not withdraw
their tendered Old Notes on or after the Withdrawal Deadline.

                          About McClatchy

Based in Sacramento, California, The McClatchy Company (NYSE: MNI)
is the third largest newspaper company in the United States, with
30 daily newspapers, roughly 50 non-dailies, and direct marketing
and direct mail operations.  McClatchy also operates leading local
Web sites in each of its markets which extend its audience reach.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2009,
Moody's Investors Service downgraded The McClatchy Company's
Probability of Default rating to Caa3 from Caa1 following the
company's announcement that it has commenced a private offer to
exchange up to $1.15 billion of outstanding senior unsecured and
unguaranteed notes and debentures for up to $60 million in cash
and up to $175 million of new 15.75% senior unsecured guaranteed
notes due 2014.  Moody's also downgraded the existing senior
unsecured note ratings to Ca (2011 notes) and C (2014, 2017, 2027
and 2029 notes), reflecting the expected loss from the exchange
offer and the high near term probability of default.


METROMEDIA INTERNATIONAL: Case Summary & 30 Unsecured Creditors
---------------------------------------------------------------
MIG, Inc., formerly known as Metromedia International Group, has
filed for Chapter 11 before the U.S. Bankruptcy Court for the
District of Delaware.

MIG said in its bankruptcy petition that its assets and debts are
both between $100 million and $500 million.  Its largest unsecured
creditors are Zazove Associates, owed about $50 million; Private
Management Group Inc, owed $40.9 million; Gracie Capital, owed
$14.1 million, and Farallon Capital Offshore Investors Inc., owed
$10.9 million.

According to Reuters, a call to the number listed on the Company's
Web site was taken by an answering service that said it was hired
because Metromedia International was out of business.

MIG, Inc. is an owner of interests in communications and media
businesses that operate in the country of Georgia.  Interests in
business ventures are managed and operated in the following
business segments: Mobile Telephony, Fixed Telephony and Cable TV.


METROMEDIA INTERNATIONAL: Case Summary & 30 Unsecured Creditors
---------------------------------------------------------------
Debtor: MIG, Inc.
        fka Metromedia International Group, Inc.
        5960 Fairview Road, Suite 400
        Charlotte, NC 28210

Bankruptcy Case No.: 09-12118

Type of Business: The Debtor provides telecommunication services.

                  See http://www.metromedia-group.com/

Chapter 11 Petition Date: June 18, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Scott D. Cousins, Esq.
                  bankruptcydel@gtlaw.com
                  Greenberg Traurig LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Special Corporate Counsel: Debevoise & Plimpton LLP
                           919 Third Avenue
                           New York, NY 10022
                           Tel: (212) 909 6000
                           Fax: (212) 909 6836
                           http://www.debevoise.com/

Special Litigation Counsel: Potter Anderson & Corroon LLP
                            Hercules Plaza
                            1313 North Market St.
                            Wilmington, DE 19801
                            Tel: (302) 984-6000
                            http://www.potteranderson.com/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Zazove Associates, LLC         Appraisal         $49,982,704
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
1201 N. Market Street
Wilmington, DE 19801

Private Management Group       Appraisal         $40,942,807
Inc.                           Action
c/o Grant & Eisenhofer P.A.    Judgment
Attn: Stuart M. Grant
120I N. Market Street
Wilmington, DE 19801

Gracie Capital                 Appraisal         $14,074,347
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
1201 N. Market Street
Wilmington, DE 19801

Farallon Capital Offshore      Appraisal         $10,930,416
Investors, Inc.                Action
c/o Ashby & Geddes             Judgment
Attn: Lawrence C. Ashby
P.O. Box 1150
Wilmington, DE 19899-1150

JP Morgan Chase, Stuart        Appraisal         $10, 842,000
Subotnick & John Kluge         Action
as amended M/BIF John W. as    Judgment
Kluge Trust UlAID 5/30/84
15004 Sunflower Court
Rockville, MD 20853-1748

Jane Flood c/o VBS Financial
Services, Inc.
1000 Harbor Blvd., Proxy Dept.
Weehawken, NJ 07086-6761

Black Horse Capital LP         Appraisal         $8,961,509
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
120IN. Market Street
Wilmington, DE 19801

Cohanzick Management LLC       Appraisal         $8,563,987
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
1201 N. Market Street
Wilmington, DE 19801

Lanphier Capital               Appraisal         $6,316,440
Management Inc.                Action
c/o Grant & Eisenhofer P.A.    Judgment
Attn: Stuart M. Grant
1201 North Market Street
Wilmington, DE 19801-1131

Farallon Capital Partners LP   Appraisal         $5,898,048
L.P .                          Action
c/o Ashby & Geddes             Judgment
Attn: Lawrence C. Ashby
P.O. Box 1150
Wilmington, DE 19899-1150

Farallon Capital               Appraisal         $4,564,482
Institutional Partners, L.P.   Action
c/o Ashby & Geddes             Judgment
Attn: Lawrence C. Ashby
P.O. Box 1150
Wilmington, DE 19899-1150

Farallon Capital Offshore      Appraisal         $4,555,212
Investors II, L.P.             Action
c/o Ashby & Geddes             Judgment
Attn : Lawrence C. Ashby
P.O. Box 1150
Wilmington, DE 19899-1150

Milestone Vimba Fund LP        Appraisal         $4,428,198
c/o Grant & Eisenhofer P.A.    Action
Attn : Stuart M. Grant         Judgment
1201 North Market Street
Wilmington, DE 19801-1131

Black Horse Capital QP LP      Appraisal         $3,208,798
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
1201 N. Market Street
Wilmington, DE 19801

Black Horse Capital            Appraisal         $1,953,403
Offshore Ltd.                  Action
c/o Grant & Eisenhofer P.A.    Judgment
Attn: Stuart M. Grant
1201 N. Market Street
Wilmington, DE 19801

Noonday Offshore, Inc.         Appraisal         $1,273,935
c/o Ashby & Geddes             Action
Attn: Lawrence C. Ashby        Judgment
P.O. Box 1150
Wilmington, DE 19899-1150

Ingalls & Synder LLC           Appraisal         $1,168,225
c/o Grant & Eisenhofer P.A.    Action
Attn: Stuart M. Grant          Judgment
1201 North Market Street
Wilmington, DE 19801-1131

Farallon Capital               Appraisal         $1,051,674
Institutional Partners III LP  Action
c/o Ashby & Geddes             Judgment
Attn: Lawrence C. Ashby
P.O. Box 1150
Wilmington, DE 19899-1150

Mark Hauf                      Pension           $991,389

APG Capital LP                 Appraisal         $932,845
                               Action
                               Judgment

Delaware Charter G&T           Appraisal         $851,097
Company Trust FBO              Action
                               Judgment

Maxim Group                    Appraisal         $845,676
                               Action
                               Judgment

PTR Fund LP                    Appraisal         $840,255
                               Action
                               Judgment

Noonday Capital                Appraisal         $634,257
Partners LLC                   Action
                               Judgment

MSF93 LP                       Appraisal         $542,100
                               Action
                               Judgment

Hedgehog Capital LLC           Appraisal         $497,593
                               Action
                               Judgment

Farallon Capital Farallon      Appraisal         $357,786
Institutional Partners II LP   Action
                               Judgment

Patrick Conlin                 Appraisal         $184,314
                               Action
                               Judgment

Dorothy C. Fuqua               Pension           $147,034

Tinicum Partners, L.P.         Appraisal         $146,367
                               Action
                               Judgment

Compass Lexecon                Trade/Payable     $56,665

The petition was signed by Peter Nagle, chief financial officer.


MF GLOBAL: Fitch Downgrades Rating on Preferred Stock to 'BB+'
--------------------------------------------------------------
Fitch Ratings has downgraded MF Global's long-term Issuer Default
Rating and senior unsecured debt rating to 'BBB' and affirmed the
'F2' short-term IDR.  Fitch also downgraded MF Global's preferred
stock to 'BB+'.  The Outlook on all ratings remains Stable.

The downgrade of MF Global reflects the firm's weak earnings
performance for the fiscal year 2009, which ended March 31, 2009,
and the many near-term challenges the company continues to
confront.  Despite its recently announced revenue diversification
efforts, which include a greater emphasis on its retail product
line and introduction of alternative investment products, Fitch
believes MF Global's profitability remains highly dependent on
exchange-traded volumes.  Fitch also believes that the company's
strategic initiatives are subject to execution risks and will take
time to be fully realized.

While the firm has made meaningful improvements in corporate
governance and in its capital structure, Fitch believes the
current infrastructure improvements and capital structure are
consistent with the firm's current rating level.  The firm's
recent repayment of its $240 million two-year term facility
alleviated MF Global's near-term liquidity risk, but funding for
these capital structure improvements largely came from excess
capital of its regulated subsidiaries, which may not be a long-
term permanent source of liquidity.  The affirmation of the short-
term IDR reflects MF Global's reduced liquidity risk, the lack of
long-term debt maturities until 2012 and manageable short-term
borrowings.  MF Global expects to be approved as a primary dealer
with the Federal Reserve and if approved Fitch expects MF Global
to expand trading in these highly liquid fixed income securities.

Longer term, Fitch believes upward ratings momentum could result
from a demonstration of strong, sustainable earnings performance
through successful diversification of the company's revenue base.
Material weakening of the company's performance and inability to
successfully execute its strategic initiatives and revenue
diversification plans would put downward pressure on the ratings.
Operational or other risk management failures resulting from these
recent growth initiatives would also result in a downgrade, though
Fitch notes that the firm's significant investment in its risk
management infrastructure positions MF Global well against these
risks.

Fitch downgrades MF Global's ratings:

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Senior debt to 'BBB' from 'BBB+';
  -- Preferred stock to 'BB+' from 'BBB-'.

Fitch affirms MF Global's rating:

  -- Short-term IDR at 'F2'.

The Outlook on all ratings remains Stable.

MF Global is a leading futures and options broker with
subsidiaries in major financial hubs.  Main subsidiaries are
registered futures commissions merchants and broker/dealers.  MF
Global is heavily regulated as a member of commodities, futures,
and securities exchanges in the U.S., Europe and the Asia-Pacific
region.  MF Global had U.S. GAAP total assets of $38.9 billion,
shareholders' equity of $1.2 billion and net income of
($69.2) million at its fiscal year ending March 31, 2009.


MILACRON INC: PBGC Asks Court to Terminate Retirement Plan
----------------------------------------------------------
Milacron Inc. disclosed in a filing with the Securities and
Exchange Commission that the Pension Benefit Guaranty Corporation
filed a complaint in the U.S. District Court for the Southern
District of Ohio, Western Division, seeking an order:

   a) terminating the Milacron Retirement Plan as of June 10,
      2009;

   b) appointing the PBGC as the statutory trustee of the Plan;
      and

   c) directing that the Plan's administrator turn over all
      records and assets of the Plan to the PBGC.

Milacron Inc., the contributing sponsor of the Plan, filed a
petition for relief under chapter 11 of the U.S. Bankruptcy Code
on March 10, 2009, and entered into a Purchase Agreement on May 3,
2009, for the sale of substantially all of its assets under
section 363 of the Bankruptcy Code.  Under the Purchase Agreement,
which is subject to higher and better offers and to Bankruptcy
Court approval, the purchaser of the Company's assets will not
assume the Company's liabilities for pension benefits under the
Plan.

The Complaint states that the PBGC is a United States government
corporation established to administer the pension plan termination
insurance program created by the Employee Retirement Income
Security Act of 1974 and that when an underfunded pension plan
terminates, the PBGC ensures the timely and uninterrupted payment
of statutorily guaranteed pension benefits to plan participants
and their beneficiaries.

According to the Complaint, the PBGC has determined that the Plan
will be unable to pay benefits when due, and that the possible
long-run loss of the PBGC with respect to the Plan may reasonably
be expected to increase unreasonably if the Plan is not
terminated.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


NANCY A NORTH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nancy A. North
        2217 235th Pl. SE
        Bothell, WA 98021

Bankruptcy Case No.: 09-15947

Chapter 11 Petition Date: June 17, 2009

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

Judge: Thomas T. Glover

Debtor's Counsel: James E. Dickmeyer, Esq.
                  903 5th Ave Ste 106
                  Kirkland, WA 98033
                  Tel: (425) 889-2324
                  Email: jim@jdlaw.net

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

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

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

The petition was signed by Armando Delgadillo, manager and member
of the Company.


NEW CENTURY: District Court Reverses Plan Confirmation Order
------------------------------------------------------------
Judge Sue Robinson of the U.S. District Court for the District of
Delaware has reversed the bankruptcy court's order confirming New
Century Financial Corp. and its affiliates' Chapter 11 plan.

Dow Jones states that a group of ex-New Century managers and
employees had filed an appeal, complaining that New Century was
paying its creditors with retirement money they had taken away
from a special fund.  Dow Jones reports that lawyers for the ex-
employees tried to block confirmation at hearings in 2008, arguing
that New Century couldn't use more than $40 million deducted from
employee paychecks to pay its bills.

New Century argued that that the funds being tapped were special
tax shelters for highly paid executives who knew the risk they
were taking, but former workers insisted that their retirement
funds deserved special handling under the Plan, instead of being
mingled with other assets to be handed out due to broad-ranging
settlements, Dow Jones relates.  New Century said its Chapter 11
plan was the only way to unwind the complex financial affairs of
the Company.

Judge Robinson, according to Dow Jones, found that New Century's
Chapter 11 plan improperly treated New Century as three companies
with three set of creditors instead of as many separate companies,
each with its own set of creditors.  The plan failed to deliver
even-handed treatment to similarly situated creditors of the
defunct lender, the report states, citing Judge Robinson.

Dow Jones says that a federal appeals court in Philadelphia had
warned that a Chapter 11 tactic dubbed "substantive consolidation"
-- the ability to lump assets and liabilities into convenient
piles -- should be used only sparingly as it can result in unfair
treatment to some creditors.  According to the report, New Century
tried to get around the strictures by arguing its three-company
distribution scheme preserved even-handed treatment for creditors.

Judge Robinson said, "The many-into-three framework still presents
the same potential for inequities for creditors as would be
presented into the many-into-one framework.  Namely, that
creditors face increased competition for a consolidated pool of
assets."

Dow Jones notes that reversing the Plan's confirmation won't cause
undue upset, as little money has been dished out under the plan
that took effect in August 2008.  Dow Jones relates that the trust
has paid out $21 million in professional fees.  According to Dow
Jones, no creditors have been paid yet.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-
10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.


NIELSEN FINANCE: S&P Assigns 'B+' Rating on $1.25 Bil. Senior Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Nielsen Finance LLC and Nielsen Finance Co.'s
proposed $1.25 billion senior secured term loan due 2016.  The
senior secured term loan was assigned an issue-level rating of
'B+' (one notch higher than the 'B' corporate credit rating on
parent company The Nielsen Co. B.V.) with a recovery rating of
'2', indicating S&P's expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default.

The proposed term loan will extend the maturity of a portion of
the existing term loans from August 9, 2013 to May 1, 2016.  In
addition, the company entered into a $500 million senior secured
term loan (not rated by Standard & Poor's) that will be used to
prepay a portion of existing term loan borrowings at par.

The corporate credit rating on New York City-based Nielsen is 'B'
and the rating outlook is stable.  The rating reflects the
company's highly leveraged capital structure, its track record of
frequent acquisitions that have deferred deleveraging, the
continuing investment required to remain competitive in the
evolving marketing information industry, and ongoing customer
pressure on prices and service levels that underpin the need for
an efficient cost base.  Nielsen's strong market positions in
media measurement and retail marketing information, and
significant recurring revenues partially offset these factors.

                          Ratings List

                         Nielsen Co. B.V.

          Corporate Credit Rating             B/Stable/--

                           New Ratings

                       Nielsen Finance LLC
                       Nielsen Finance Co.

             $1.25B sr secd term loan due 2016    B+
               Recovery Rating                    2


NOVA HOLDING: Wants to Borrow up to $2,030,000 from WestLB
----------------------------------------------------------
Nova Holding Clinton County, LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for authority to obtain post-
petition financing in the maximum aggregate amount of $2,030,000
from WestLB AG (New York Branch).  WestLB has liens on the
Debtors' most valuable asset, its bio-diesel refinery in Seneca,
Illinois and related assets and cash.

The Debtors state that the DIP Lender's proposal offers the most
attractive combination of pricing, fees, covenant flexibility, and
structure.

In addition, the Debtors state that the DIP Financing is necessary
to pay the Debtors' current and ongoing operating expenses,
including postpetition wages and salaries and utility and vendor
costs.  Further, unless these expenditures are made, the Debtors
would be forced to accelerate their sales and plan processes,
which would result in irreparable harm to their assets and value
and would jeopardize the Debtors' ability to formulate a plan.

As of the Petition Date, the Debtors' obligations consist of:

  -- $55,000,000 of principal owing under the Parent Convertible
     Notes issued by Biosource Fuels.  This obligation, which
     matures on September 30, 2012, is secured by the unlimited
     guarantee of Holding Clinton and Clinton, a pledge by
     Biosource Fuels of all of its equity in Holding Clinton and
     Clinton, security intests in all of Holding and Clinton's
     personal property, and a mortgage on Clinton's biodiesel
     refinery located in Clinton County, Iowa.

  -- $41,000,000 owed to WestLB consisting of a $36,000,000
     construction loan to finance the construction of the Seneca
     Plant, and a $5,000,000 working capital loan for the payment
     of certain of the Seneca Plant Project Costs.

The material provisions of the DIP Facility are:

  Borrowers        : Nova Seneca, LLC ("Seneca")
                     Nova Biosource Fuels ("Biosource Fuels")
                     Biosource America, Inc.
                     Nova Biosource Technologies ("Technologies")
                     Nova Biofuels Clinton County ("Clinton")
                     Nova Biofuels Trade Group ("Biofuels Trade")

  Guarantors       : Nova Holding Seneca, LLC ("Holding Seneca")
                     NBF Operations, LLC ("NBF")
                     Nova Holding Trade Group ("Holding Trade")
                     Nova Holding Clinton ("Holding Clinton")

  DIP Lender       : WestLB.

  DIP Facility     : The DIP Facility will consist of loan to
                     Borrowers in the aggregate maximum amount of
                     $2,030,000.  The loan advances under the DIP
                     Facility will be available to Borrowers
                     after exhaustion of all available Cash
                     Collateral.

  DIP Agent        : WestLB, in such capacity as DIP Agent.

  Seneca Budget and
  Non-Seneca Budget: The DIP Facility will be subject to a
                     Seneca Budget and a Non-Seneca Budget on a
                     rolling 13-week cash flow basis.

  Interest Rate    : Interest shall be payable monthly in arrears
                     in cash on the outstanding amount of the DIP
                     Facility on the first business day of each
                     month at a rate equal to LIBOR + 10% per
                     annum.

  Default Rate     : Upon the occurrence and during the
                     continuance of any event of default under
                     the DIP Facility and at the election of the
                     DIP Lender, interest to be payable on all
                     outstanding DIP Facility at 2% above the
                     then applicable interest.

  Maturity         : The Borrowers shall repay any outstanding
                     portion of the DIP Facility in full, to the
                     DIP Agent in immediately available funds on
                     the earliest to occur of: (i) September 18,
                     2009, if the Sale Order relating to the
                     Seneca Collateral is entered by the Court on
                     August 31, 2009. or August 31, 2009, if no
                     Sale Order has been entered by that date;
                     (ii) the date of the acceleration of all or
                     any portion of the obligations under the DIP
                     Facility; (iii) the first business day
                     on which the Final DIP Order expires by its
                     terms or is terminated; (iv) conversion of
                     any of the Debtors' Chapter 11 Cases to a
                     case under Chapter 7 of the Bankruptcy Code
                     unless otherwise consented to in writing by
                     the DIP Agent and the DIP Lender; (v)
                     dismissal of any of the Chapter 11 Cases
                     unless otherwise consented to in writing by
                     the DIP Agent and the DIP Lender; and (vi)
                     the effective date of any Borrower/Guarantor
                     plan of reorganization.

  DIP Collateral   : To secure all obligations of the Borrowers
                     under and with respect to the DIP Facility,
                     DIP Agent, for the benefit of the DIP
                     Lender, will receive valid, enforceable, and
                     fully perfected security interests in and
                     liens upon all prepetition and postpetition
                     assets of the Borrowers and Guarantors,
                     whether now existing or hereafter acquired
                     or arising, including a pledge of all equity
                     interests in each Borrower (other than
                     Biosource Fuels) and Guarantor, all inter-
                     company notes or inter-company receivables
                     due to each Borrower or Guarantor and all
                     other instruments of each Borrower or
                     Guarantor.  Subject to the entry of the
                     Final DIP Order, DIP Collateral will
                     include all proceeds of the rights, claims
                     and other causes of action of each
                     Borrower's and each Guarantor's estate and
                     any other avoidance actions under Chapter 5
                     of the Bankruptcy Code.

  Events of Default: The DIP Facility includes Events of Default
                     customary for DIP loan transactions and
                     investments of a similar size and nature.

  DIP Facility
  Fees; Expenses   : The Borrowers will pay a commitment fee of
                     $160,000 on account of the DIP Facility on
                     the Closing Date.  Further, all reasonable
                     out-of-pocket fees, costs and expenses of
                     the DIP Agent will be payable by the
                     Borrowers and Guarantors under the DIP
                     Facility.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, represents the Debtors as Delaware counsel.  The
Debtors listed assets and debts of $10 million to $50 million
each.


NOVA HOLDING: Can Use WestLB Cash Collateral Until June 24
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until June 24, 2009, Nova Biofuels Seneca, LLC, Nova
Biosource Fuels, Inc., Biosource America, Inc., Nova Biosource
Technologies, LLC, and Nova Biofuels Trade Group, LLC's interim
authority to use cash securing their obligations to WestLB, AG
(New York Branch).

The Debtors are authorized to use cash collateral from the
Petition Date through the week ending June 24, 2009, in accordance
with the terms of this Fourth Interim Cash Collateral Order, to
fund general corporate and working capital requirements and
capital expenditures, in accordance with a revised 13-week interim
budget for Seneca and a revised 13-week interim budget for the
non-Seneca Debtors.

The Debtors' authorization to use cash collateral will terminate
on the earliest to occur of:

   i) June 24, 2009;

  ii) the dismissal of the Debtors' Chapter 11 cases or the
      conversion of any of their Chapter 11 cases to a case under
      Chapter 7 of the Bankruptcy Code;

iii) the appointment of a trustee or examiner with expanded
      powers in the Debtors' Chapter 11 cases;

  iv) the entry of an order reversing, staying, vacating or
      otherwise modifying in any material respect the first
      interim cash collateral order, the second interim cash
      collateral order, the third interim cash collateral order,
      or this fourth interim cash collateral order;

   v) failure by the Debtors to comply with an material provision
      of the first interim cash collateral order, the second
      interim cash collateral order, the third interim cash
      collateral order, or this fourth interim cash collateral
      order;

  vi) the sale after the petition date of any material portion of
      the Debtors' assets outside the ordinary course of
      business; without the prior written consent of WestLB; and

vii) the failure of any of the Debtors to comply with sections
      of the Credit Agreement specified in Paragraph 12 of the
      first interim cash collateral order.

The final hearing on the motion is continued to June 24, 2009, at
4:00 p.m. (prevailing Eastern Time).

A full-text copy of the third revised Seneca Budget is
available for free at:

    http://bankrupt.com/misc/Nova.3rdrevisedsenecabudget.pdf

A full-text copy of the third revised Non-Seneca Budget is
available for free at:

  http://bankrupt.com/misc/Nova.3rdrevisednon-senecabudget.pdf

As reported in the Troubled Company Reporter on April 8, 2009,
the Bankruptcy Court authorized, on an interim basis, the Debtors
to access the cash collateral securing repayment of loan from
West LB, AG, until May 1, 2009.

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

       http://bankrupt.com/misc/Nova.1stInterimCCOrder.pdf

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, represents the Debtors as Delaware counsel.  The
Debtors listed assets and debts of $10 million to $50 million
each.


NOVA HOLDING: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Nova Holding Clinton County, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware, their schedules of
assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Nova Holding Clinton County         $1,000     $55,000,000
  Nova Biofuels Seneca, LLC      $70,339,586     $47,695,823
  Nova Holding Seneca, LLC       $35,467,002     $35,460,000
  Nova Biofuels Clinton County    $9,758,081     $58,935,998
  Nova BioSource Fuels, Inc.      $5,717,107     $55,489,031
  Biosource America, Inc.           $410,411        $136,156
  Nova Biofuels Trade Group           $7,210        $101,200
  Nova Holding Trade Group            $1,000              $0
  Nova Biosource Technologies             $0         $20,261
  NBF Operations, LLC                     $0              $0

Copies of et al.'s SALs are available at:

  http://bankrupt.com/misc/HoldingClinton.SAL.pdf
  http://bankrupt.com/misc/Seneca.SAL.pdf
  http://bankrupt.com/misc/HoldingSeneca.SAL.pdf
  http://bankrupt.com/misc/Clinton.SAL.pdf
  http://bankrupt.com/misc/BioSourceFuels.SAL.pdf
  http://bankrupt.com/misc/BiosourceAmerica.SAL.pdf
  http://bankrupt.com/misc/BiofuelsTrade.SAL.pdf
  http://bankrupt.com/misc/HoldingTrade.SAL.pdf
  http://bankrupt.com/misc/Technologies.SAL.pdf
  http://bankrupt.com/misc/NBF.SAL.pdf

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, represents the Debtors as Delaware counsel.


O.E.M./ERIE: Trustee Pursues Breach-of-Fiduciary-Duty Claims
------------------------------------------------------------
WestLaw reports that state law breach-of-fiduciary-duty claims a
Chapter 11 plan administrator sought to pursue against a corporate
debtor's president and 51% shareholder were not attempts by the
plan administrator to recover on a fraud theory, and were not
subject to the heightened federal pleading standard for
allegations of fraud.  Moreover, even if this heightened standard
applied, allegations in the plan administrator's complaint, which
identified the years in which president engaged in fiduciary
breaches by causing corporate assets to be transferred to or for
the benefit of a named beneficiary and set forth the aggregate
dollar amount of such transactions on a year-by-year basis, were
sufficient, given the plan administrator's status as a third party
outsider to the challenged transactions, who had to plead fraud
based on second-hand knowledge.  In re O.E.M./Erie, Inc., --- B.R.
----, 2009 WL 1537976, http://is.gd/15mxC(Bankr. W.D. Pa.).

A group of creditors filed an involuntary chapter 11 petition
against O.E.M./Erie, Inc. (Bankr. W.D. Pa. Case No. 07-11344) on
August 22, 2007, and an order for relief was entered on
September 25, 2007.  The Bankruptcy Court confirmed a Second
Amended Chapter 11 Plan dated February 1, 2008, on March 18, 2008.
That confirmed plan provides that the Debtor, through a Plan
Administrator, will retain and enforce, inter alia, "[a]ny
potential claim or cause of action which the Debtor may have
against John O'Neill and/or E. Donald Cunningham and other
Insiders (as that term is defined in Section 101(31) of the
Bankruptcy Code) of the Debtor including, but not limited to . . .
breach of fiduciary duty. . . ."  Pursuant to the confirmed plan,
James A. Schaffner, who serves as the Plan Administrator, filed a
complaint (Bankr. W.D. Pa. Adv. Pro. No. 08-1122) on December 29,
2008, to recover alleged fraudulent transfers.  Mr. Schaffner is
represented by Lawrence C. Bolla, Esq., and Nicholas R. Pagliari,
Esq., at Quinn, Buseck, Leemhuis, Toohey & Kroto, Inc., in Erie,
Pa.


PETCETERA: Files for Bankruptcy; Court Names PwC as Receiver
------------------------------------------------------------
The Canadian Press reports that Petcetera has filed for bankruptcy
protection.  PricewaterhouseCoopers has been appointed by the
court as receiver for Petcetera.

According to The Canadian Press, a PwC spokesperson said that a
liquidation sale is likely to be held later this month.  Until
then, Petcetera's stores will continue operating, the report says,
citing the spokesperson.

The Canadian Press states that Petcetera filed in March 2009 a
notice proposing to obtain creditor protection under the
Bankruptcy and Insolvency Act, citing the recession's impact on
the retail industry across Canada.  The Company, according to the
report, closed four of its 49 locations -- two in Alberta and two
Ontario -- and laid off about 100 of its 1,600 workers in May
2009.  The Company also cut prices on products by up to 75%, the
report says.

Petcetera is a privately held national chain of pet supply stores
based in British Columbia.  It has been operating for almost 12
years.  Petcetera President and CEO Dan Urbani founded the Company
in 1997.


POLAROID CORP: Inks Exclusive 5-Year Licese Pact With Summit
------------------------------------------------------------
PLR IP Holdings, LLC -- http://www.polaroid.com/-- completed an
exclusive 5-year license agreement with the Summit Global Group to
produce and distribute Polaroid-branded digital still cameras,
digital video cameras, digital photo frames and Polaroid PoGo(TM)
mobile products world-wide.  The partnership is expected to
generate over $1.3 billion in retail sales beginning in 2009.

Summit Global has been a partner to the Polaroid brand for over
eight years and, recently, added several former Polaroid
Corporation employees to its staff, bringing continuity to the
venture.

"We are pleased to continue our relationship with Summit Global as
we move into a new era for the Polaroid brand," said Scott W.
Hardy, President of PLR IP Holdings, the entity that owns the
Polaroid Brand. "Summit Global's leadership in digital imaging is
sure to uphold and exceed customer expectations as we re-launch
our iconic brand into relevant new product categories."

"Our exclusive partnership provides an immense opportunity to
reconnect consumers with the Polaroid experience they have enjoyed
for years through the introduction of relevant digital products,"
said Giovanni Tomaselli, Managing Director of Summit Global.

The agreement further develops and validates the strength of the
Polaroid brand, and supports PLR IP Holdings' strategic objective
to diversify product category growth in established and emerging
markets.

The Summit Global Group is a world-wide consortium of leading
design, development and distribution firms for imaging products.
Headquartered in Salt Lake City, and with offices in New Jersey,
Minnesota, Boston, Hong Kong and China, Summit Global manages the
licensing, production and distribution needs for a global
clientele.
                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001.  In June 2002, the U.S. Bankruptcy Court for the
District of Delaware approved the purchase of substantially all of
Polaroid's business by One Equity Partners for cash consideration
of $255 million plus a 35% interest in the new company for
unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

Habbo G. Fokkena, the United States Trustee Region 12, has asked
the Minnesota court to convert the Chapter 11 cases to Chapter 7
liquidation proceedings.


QIMONDA NA: Creditors Committee Sues German Parent
--------------------------------------------------
The official committee of unsecured creditors formed in Qimonda
North America Corp.'s Chapter 11 case is suing the Debtor's German
parent, Qimonda AG, relating to ownership of certain intellectual
property.

The Creditors Committee asks the U.S. Bankruptcy Court for the
District of Delaware to hold pursuant to the Declaratory Judgment
Act, 28 U.S.C. Sections 2201 and 2202, that certain intellectual
property rights are solely owned or co-owned by the Debtors and
one or more other entities.

Qimonda NA and Qimonda Richmond in 2006 entered into agreements
with QAG pursuant to which the Debtors developed technology and
created inventions in the semiconductor area.  QAG asserts that it
has sole ownership of the results of the development work
performed by the Debtors.  The Debtors' counsel, William P.
Bowden, Esq., at Ashby & Geddes P.A., , however, points out that
the Agreements do not provide for the assignment or conveyance of
the inventions to QAG.

On May 29, 2009, QAG requested QNA to execute a document entitled
"Quitclaim Assignment of Rights" that would pursport to assign and
transfer to QAG any right in certain intellectual property.  QNA,
however, did not execute the document.

The Debtors also assert ownership to some intellectual property
associated with Infineon Technologies AG's memory products
business.  Qimonda AG and its subsidiaries were formed on May 1,
2006, when Infineon Technologies sold its memory products segment
to various entities to form QAG and its subsidiaries.

The Debtors have signed a stipulation granting the Creditors
Committee authority to sue QAG.

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 before the Delaware
bankruptcy court on February 20 (Bankr. D. Del. Lead Case No. 09-
10589).  Mark D. Collins, Esq., at Richards Layton & Finger PA,
has been tapped as counsel.  Roberta A. DeAngelis, the United
States Trustee for Region 3, appointed seven creditors to serve on
an official committee of unsecured creditors.  Jones Day and Ashby
& Geddes represent the Committee.  In its bankruptcy petition,
Qimonda estimated assets and debts of more than $1 billion.

On June 15, 2009, QAG filed a petition for relief under chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


QUEBECOR WORLD: Moves Vote Deadline, Creditor Meeting to June 22
----------------------------------------------------------------
Quebecor World Inc. and its affiliated debtors and debtors-in-
possession said that, as permitted by the Order of the U.S.
Bankruptcy Court for the District of Delaware dated May 18, 2009,
approving the disclosure statement and balloting procedures
incident to the Third Amended Joint Plan of Reorganization of the
US Debtors, the balloting deadline to receive votes on the US Plan
has been extended from June 18, 2009, to 5:00 p.m. (Eastern Time)
on June 22, 2009.

Quebecor World also said that pursuant to its request, the Chair
appointed by the Monitor in the Canadian creditor protection
proceedings of Quebecor World has decided, in accordance with the
provisions of the Creditors' Meeting Order rendered by the Quebec
Superior Court on May 14, 2009, to postpone the date of the
meeting of affected creditors under the Canadian proceedings from
10:00 a.m. (Eastern Time) on June 18, 2009, to Monday, June 22,
2009.

The time and place of the meeting will be posted on the Monitor's
Web site at http://www.ey.com/ca/quebecorworldno later than
June 19, 2009, at 10:00 a.m.  Creditors who have already voted on
the US Plan or provided the Monitor with a proxy and voting form
regarding the Canadian Plan do not have to submit new ballots or
new forms, as applicable, unless their voting intention has
changed or, in respect of the Canadian Plan, the designated proxy
needs to be replaced.

The joint hearing on the confirmation and approval of both the US
Plan and the Canadian Plan remains scheduled for June 30, 2009, as
Quebecor World continues on the timetable contemplated under its
proposed reorganization plans so as to successfully emerge from
both the US and Canadian Insolvency Proceedings by mid-July 2009.
In that connection, the exit financing in support of the Company's
emergence is well advanced, and anticipated to be in place to fund
the Company's exit from creditor protection.

                       About Quebecor World

Based in Montreal, Canada, Quebecor World Inc. --
http://www.quebecorworld.com/-- provides marketing and
advertising solutions to retailers, catalogers, branded-goods
companies and other businesses with marketing and advertising
activities, as well as print solutions for publishers.  Quebecor
World has roughly 20,000 employees working in roughly 90 printing
and related facilities in the United States, Canada, Argentina,
Brazil, Chile, Colombia, Mexico, and Peru.

Quebecor World Inc., and certain of its subsidiaries commenced
reorganization proceedings under the Canadian Companies' Creditors
Arrangement Act before the Quebec Superior Court (Commercial
Division) on January 20, 2008.  The following day, Quebecor World
(USA) Inc., along with 52 other U.S. affiliates, filed for Chapter
11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP, represents the US
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

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., the monitor of QWI and its affiliates, filed
a petition under Chapter 15 of the Bankruptcy Code before the
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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- the U.K. subsidiary of
Quebecor World Inc., was placed into administration.  Ian Best and
David Duggins at Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.  Quebecor PLC
specializes in web offset magazines, catalogues and specialty
print products for marketing and advertising campaigns.  It
employs around 290 people.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

The US Debtors disclosed $5,554,900,000 in total assets and
$4,140,700,000 in total debts when the petitions were filed.

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)


QUICKSILVER RESOURCES: Moody's Puts 'B2' Rating on $245 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2, LGD4 (67%) rating to
Quicksilver Resources Inc.'s proposed offering of $425 million of
senior unsecured notes.  Moody's also affirmed the B1 Corporate
Family Rating and Probability of Default Rating and the B2, LGD4
(67% changed from 62%) ratings on the company's existing senior
secured second lien term loan and senior unsecured notes ratings,
and the B3, LGD6 (90% changed from 91%) senior subordinated notes
rating.  The Speculative Grade Liquidity Rating is SGL-3 and the
outlook remains negative.

"The announced leasehold sale to Eni and the amendment of the term
loan covenants are significant milestones in Quicksilver's plans
to reduce leverage and manage its covenant compliance risks,"
commented Pete Speer, Moody's Vice-President.  "However, the
company needs to further reduce debt and strengthen its liquidity
in order to stabilize the rating outlook."

The proceeds from the senior unsecured notes offering will be used
to retire a portion of the $600 million senior secured second lien
term loan.  In addition, the company plans to use the proceeds
from the $280 million sale of leasehold interests to Eni to
further pay down the term loan.  The Eni transaction is expected
to close on or about June 19, 2009.  Consistent with the existing
$475 million senior unsecured notes due 2015, the notes being
offered will be pari passu with the term loan.  Once the term loan
has been retired, this second lien will lapse and the senior
unsecured notes will revert to a senior unsecured claim.

In conjunction with obtaining the necessary waiver from the
holders of the term loan and the senior secured credit facility to
issue the new notes, Quicksilver has also obtained an amendment of
the asset coverage covenants in the term loan.  This amendment
will lower these covenants for the next four quarters commencing
June 30, 2009, providing Quicksilver with more compliance headroom
if a portion of the term loan remains outstanding.

The outlook could return to stable if Quicksilver further executes
its debt reduction plans and strengthens its liquidity.  The
ratings could be downgraded if liquidity were to tighten
significantly due to a reduction in the company's revolving credit
facility in future borrowing base redeterminations or if the
company does not achieve its cash flow forecasts.

The last rating action was on March 26, 2009, when Moody's
downgraded Quicksilver's CFR and PDR to B1 from Ba3 and lowered
its debt instrument ratings by one notch.

Quicksilver Resources, Inc., is an independent exploration and
production company headquartered in Fort Worth, Texas.


QVC INC: Fitch Corrects Press Release; Affirms 'BB' Rating
----------------------------------------------------------
Fitch Ratings has corrected its release issued earlier, and has
taken these rating actions on Liberty Media LLC and its
subsidiary, QVC, Inc.:

Liberty Media LLC:

  -- Issuer Default Rating downgraded to 'BB-' from 'BB';
  -- Senior unsecured debt downgraded to 'BB-' from 'BB'.

QVC, Inc.:

  -- IDR affirmed at 'BB';
  -- Bank Facility affirmed at 'BBB-'.

All ratings are removed from Rating Watch Negative where they were
placed on Sept. 3, 2008.

In addition, Fitch assigns a 'BBB-' rating to QVC's Term Loan B
offering. The Rating Outlook is Negative.

While there is now a difference in IDRs between LLC and QVC, the
difference is currently limited to one notch as Fitch believes
default risk will remain relatively correlated as cash can still
travel throughout all entities relatively easily.  Historically,
Fitch equalized the IDRs of the two issuing entities based on the
belief that resources at QVC would be used to support LLC if ever
needed and vice versa.  Fitch believed that the strength and
resources of QVC and LLC (excluding QVC) were generally similar,
and the residual value at each entity would justify using the
other entities' resources if ever needed as equity holders would
be unlikely to risk losing specific assets to lenders if it could
be avoided by using other group member resources.

Fitch still believes this to be the case, albeit to a lesser
degree relative to historical periods.  The reduction in asset
value at LLC via the expected split-off of Liberty Entertainment,
Inc. and reduction in non-core equity values, in addition to new
features with the QVC bank facility (mandatory amortization,
stricter Restricted Payments basket, etc), result in a weaker IDR
at LLC relative to QVC.  While LLC bondholders currently
subordinate LLC management and equity holders from QVC, the
indenture only restricts asset spins to 'all or substantially all'
of the assets making future asset spins a continued risk for LLC
bondholders.

QVC's 'BB' IDR reflects its individual business profile and credit
metrics that would likely warrant an IDR greater than 'BB' on a
stand-alone basis; however, it also takes into account the
reliance on QVC to service a large portion of the debt at LLC.  In
addition to general event risk, the Negative Outlook reflects the
weak global economic environment and its impact on QVC's results.
QVC registered positive growth in the previous two economic
downturns (early 90's and post 9/11) and until the 3rd quarter of
2008 never had a quarterly revenue decline. However, worldwide
revenue for the last three quarters has decreased by 3%, 8% and
10%, respectively.  The U.S. has been the weakest environment
while Japan and Germany have actually registered strong positive
growth in local currency.  The U.K. is also weak but outpacing the
U.S. Japan's economy has lagged the U.S. and U.K., so Fitch would
expect to see some weakness in that region over the next few
quarters.  Fitch believes the weakness is predominantly due to the
general cyclicality expected in such a weak economic environment
and not due to secular changes of the business.  In order to
manage through the downturn, the company has reduced its employee
base by 900 and continues to manage down its inventory levels.
The 'BBB-' rating on the QVC bank facility and Term Loan B take
into account placement in the capital structure.

The downgrade of Liberty Media LLC's IDR to 'BB-' and Negative
Outlook assignment take into account the weakened metrics after
the expected split-off of Liberty Entertainment, Inc., mandatory
amortization at QVC (which could result in greater pressure on LLC
assets should QVC free cash not be sufficient to organically meet
amortization payments) and overall event risk related to ultimate
asset composition and capital structure.  While LLC's unsecured
debt has qualitative attributes that could be reflective of a 'B'
category rating (namely, event risk of further asset spins and/or
subordination), Fitch believes QVC's liquidity, asset coverage,
and existing seniority to Liberty shareholders (of QVC) provide
financial flexibility and incentive to support the servicing of
financial commitments consistent with the current rating.  'B'
category ratings exhibit more vulnerability to economic weakness,
whereas Fitch believes Liberty management possesses the resources
and incentive to meet its obligations while enduring a downturn.

Pro forma for the Entertainment split-off, net leverage through
the senior unsecured debt at LLC (including equity stakes and
LCAPA tax liabilities) should remain inside of 4.0 times (x),
which is consistent with the current rating.  Clearly further
asset spins could change Fitch's view of the LLC securities.  The
new restricted payments basket at QVC has no restrictions on
dividends specifically for principal and interest of debt
allocated to Liberty Interactive (LINTA).  Otherwise, dividends
are restricted if QVC leverage is greater than 3.5x with step-
downs to 3.0x over the next few years. Fitch does not believe this
is material enough to differentiate bonds allocated to LCAPA with
a notch versus bonds allocated to LINTA as the LCAPA bonds still
have various other resources to service their issuances (which are
generally low coupon and long-dated).  Liberty's ratings continue
to be supported by operating cash flows (predominantly through
QVC) that cover total cash interest over 2.5x, with further
bondholder protection through asset coverage (excluding operating
businesses) of net debt and deferred tax liabilities of over 0.5x.

The consolidated entity's liquidity is strong and supported by
approximately $3.7 billion in cash pro forma March 31, 2009 for
the $750 million pay down of QVC bank debt and the early
retirement on certain exchangeable notes.  Additionally, liquidity
is supported by net investment and financial securities of
approximately $5.5 billion.  While the QVC bank amendment extends
the company's near-term maturity schedule, Liberty still has some
significant maturities over the next five years. Including the
mandatory amortization at QVC, approximate maturities will be
$500 million in 2010, $700 million in 2011 (including non-
consenting lenders), $400 million in 2012, $2.5 billion in 2013
(including $800 million of LLC's 5.7% senior notes and
$1.3 billion of puttable Time Warner Exchangeable notes), and
$2.5 billion in 2014 (before factoring in the $500 million Term
Loan B offering that would mature in 2015 and be used to reduce
the 2014 bullet).  Given QVC's operational issues, Liberty's
portfolio of cash and marketable securities could become ever more
important over the intermediate term to handle these maturities
and offset loan reductions, tight credit markets, and higher
interest expense.  The mandatory amortization schedule forces
management to focus on debt reduction.  Between QVC cash flows and
remaining assets at LLC, Fitch believes the company has the
ability to meet this maturity schedule organically.

The rating actions take into account Fitch's expectations for the
split-off of Liberty Entertainment, Inc.  Depending on the
specific circumstances, should the split-off not occur, it is
likely the ratings would remain the same.


QVC INC: S&P Assigns Corporate Credit Rating at 'BB+'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
corporate credit rating to QVC Inc. and placed the rating on
CreditWatch with negative implications.

S&P also assigned its 'BBB' bank loan rating (two notches higher
than the corporate credit rating) and '1' recovery rating to the
proposed $500 million term loan B due 2015.  The '1' recovery
rating indicates S&P's expectation of very high recovery (90%-
100%) in the event of payment default.  Proceeds from the proposed
term loan will be used to repay debt under QVC's existing credit
facilities.  The bank loan rating also was placed on CreditWatch
with negative implications.

"The corporate credit rating on QVC incorporates S&P's analysis of
the consolidated enterprise, including QVC as a wholly owned
subsidiary of Liberty Media Corp.," said Standard & Poor's credit
analyst Andy Liu.  "Although QVC's amended credit facilities have
limitations on dividends to Liberty Media from QVC, S&P believes
that the strategic relationship between the entities warrants this
consolidated approach."

The CreditWatch listing on Liberty Media (BB+/Watch Neg/--) and
now QVC are based on Liberty Media's plan to distribute a majority
of its Liberty Entertainment tracking stock assets to existing
Liberty Entertainment tracking stockholders through the split-off
of a newly formed subsidiary, Liberty Entertainment Inc.  LMEI
will comprise Liberty Media's entire 52% interest in the DIRECTV
Group Inc., its 50% interest in GSN LLC, 100% of FUN Technologies,
and 100% of Liberty Sports Holdings Inc.  LMEI will also be the
obligor on about $2 billion of derivative borrowings.  If the
transaction proceeds as planned, it would remove significant asset
value from Liberty Media, while leaving most of Liberty Media's
consolidated debt in place.  Upon completion of the split-off
(expected in the fourth quarter of 2009), S&P expects to lower its
corporate credit rating on Liberty Media and QVC to 'BB-' with a
negative outlook. The various issue level ratings will be lowered
accordingly as well.

The rating on QVC, consolidated with Liberty Media, reflects its
participation in the highly competitive retail industry and
current pressure on consumer spending.  In addition, the rating
reflects Liberty Media's high debt leverage and historically
aggressive financial policy.  S&P anticipate that the QVC is
likely to de-lever over the intermediate term.  Longer term, the
consolidated entity's financial policy will likely be fluid,
especially if the capital markets return to normal.  QVC's strong
record of performance and expansion into new markets, scale and
cost advantages, and good discretionary cash flow are some
positives.

West Chester, P.A.-based QVC is the leading television shopping
retailer with operations in the U.S., U.K., Germany, and Japan.
Liberty Media consists mainly of two large wholly owned
subsidiaries, QVC and Starz Entertainment LLC, and a large equity
portfolio including investments in Time Warner Inc. (BBB/Stable/A-
2), Sprint Nextel Corp. (BB/Negative/--), and Motorola Inc.
(BB+/Stable/--).  QVC is Liberty Media's key operating unit,
accounting for about 80% of Liberty Media's consolidated revenues
and an even greater proportion of EBITDA.

Upon completion of the split-off, S&P will review the final terms
before resolving the CreditWatch listing.  If the split-off is
completed according to the current plan, S&P will implement the
outlined rating action.  If there are substantial changes to the
split-off, S&P will review the new structure in determining the
new rating outcome.


SCOTT CANDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Scott Thomas Canda
                  mem M S Forest, LLC
                  mem Mountain Shadow Falls Ranch, LLC
                  mem Bear Lake Colorado
                  mem Candaland R.V. Park, LLC
                  dba Walking Stick Under the Bluffs
               Mary Rochelle Canda
                  mem M S Forest, LLC
                  mem Bear Lake Colorado
                  dba Walking Stick Under the Bluffs
                  mem Candaland R.V. Park, LLC
                  mem Mountain Shadow Falls Ranch, LLC
               PO Box 521
               Aguilar, CO 81020

Bankruptcy Case No.: 09-21916

Chapter 11 Petition Date: June 17, 2009

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

Judge: Elizabeth E. Brown

Debtors' Counsel: Edward Levy, Esq.
                  Dominion Towers, South Tower
                  600 Seventeen St., Ste. 610-S
                  Denver, CO 80202
                  Tel: (303) 623-5700
                  Fax: (303) 295-0896
                  Email: bknotices@edwardlevylaw.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/cob09-21916.pdf

The petition was signed by the Joint Debtors.


SEALED AIR: Closes 2017 Note Sale at 97.837% of Principal Amount
----------------------------------------------------------------
Sealed Air Corporation has completed its offering of $400 million
of senior unsecured notes due 2017 pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended.  The
Notes, with a coupon of 7.875%, were sold to investors at 97.837%
of the aggregate principal amount.

The Company intends to use the net proceeds from the Notes for
general corporate purposes, which may include the repurchase,
retirement or redemption of a portion of the Company's 3%
Convertible Senior Notes due 2033.

The Notes have not been registered under the Securities Act, and
may not be offered or sold in the United States without an
applicable exemption from the registration requirements of the
Securities Act.

As reported by the Troubled Company Reporter on June 16, 2009,
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Sealed Air's $250 million senior
unsecured notes due 2017.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  S&P also affirmed all other ratings, including
the 'BB+' corporate credit rating on the company.  The outlook is
stable.

According to S&P, the ratings on Sealed Air reflect its strong
business risk profile and its fairly consistent free cash flow,
offset by a significant financial risk profile.  S&P said the
stable outlook is supported by the company's strong business risk
profile, consistent cash flow generation, and recent financing
efforts to address near-term debt maturities.  Following the
February 2009 issuance of privately placed $300 million 12% senior
notes due 2014 and the $250 million notes issuance, Sealed Air is
adequately positioned to meet its near-term debt maturities and to
make the payment in connection with the asbestos settlement
payment, if W.R. Grace & Co. exits from bankruptcy in late 2009 or
2010.  Adequate liquidity is supported by its sizable cash
balance, ample availability under its committed credit facilities,
and consistent free cash generated from operations, S&P said.

With the asbestos matter apparently close to resolution, according
to S&P, the most likely trigger for a downgrade would be a large,
debt-financed acquisition or significant shareholder rewards.  S&P
could also take a negative rating action if market conditions
deteriorate and covenant compliance becomes a concern.  Ratings
upside is limited primarily by financial policy considerations,
given S&P's expectations that operating results will gradually
improve with economic recovery and that the company will address
its obligations related to the Grace bankruptcy proceedings.

Elmwood Park, New Jersey-based Sealed Air Corp. manufactures a
wide range of packaging and performance-based materials and
equipment systems that serve an array of food, industrial,
medical, and consumer applications.


SIMPLON BALLPARK: Bankruptcy Case Dismissed
-------------------------------------------
Judge James Meyers of the United States Bankruptcy Court for the
Southern District of California dismissed the Chapter 11
bankruptcy case of Simplon Ballpark, LLC.

As reported by the Troubled Company Reporter on April 29, 2009,
Tiffany L. Carroll, the United States Trustee for Region 15, asked
the Court to dismiss the Chapter 11 case or convert its case to a
Chapter 7 liquidation proceeding.  The U.S. Trustee argued that
the Debtor has failed to (i) file monthly operating reports since
May 2008; (ii) pay fees due and owing since the second quarter of
2008; and (iii) confirm a plan of reorganization.  Although the
Debtor filed a plan of reorganization on July 25, 2008, it failed
to obtain confirmation after more than 13 months under Chapter 11,
the U.S. Trustee pointed out.

The U.S. Trustee also argued that no further progress has been
made in the Debtor's case since the loss of its primary real
estate asset.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC was
created to develop a high-rise building adjacent to Petco Park in
San Diego, the home stadium of the San Diego Padres MLB franchise.
The Company filed for Chapter 11 protection on March 4, 2008
(Bankr. S.D. Calif. Case No. 08-01803).  Hanno T. Powell, Esq., at
Powell & Pool represents the Debtor.  The U.S. Trustee for Region
16 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors.  When it filed for protection from its
creditors, the company listed assets and debts of both between
$100 million and $500 million.


SIX FLAGS: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on New York City-based amusement park chain Six Flags Inc. and
related entities (that are not already rated 'D') to 'D'.  S&P
lowered the corporate credit rating on the company to 'D' on
April 16, 2009, following the company's missed interest payment on
its 9.75% senior notes.

In addition, S&P revised its recovery rating on Six Flags
Operations Inc.'s senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) post-default recovery for
debtholders, from '5'.

The issue-level ratings action follows Six Flags' Chapter 11
filing and related negotiated restructuring plan.  The plan of
reorganization would reduce debt by roughly $1.8 billion and
eliminate the company's preferred stock.  The revised recovery
rating on Six Flags Operations' senior unsecured debt reflects
management's intention to give only 7% of the new common stock of
the reorganized entity to unsecured debtholders in consideration
of their claims.

Six Flags had total debt of $2.3 billion and $308 million of
preferred stock as of March 31, 2009.

                           Ratings List

                          Six Flags Inc.

            Corporate Credit Rating          D/--/--

                            Downgraded

                          Six Flags Inc.

                                            To       From
                                            --       ----
           9.75% sr unsecd nts due 2013     D        C
             Recovery Rating                6        6
           8.875% sr unsecd nts due 2010    D        C
             Recovery Rating                6        6
           Preferred Stock                  D        C

                    Six Flags Theme Parks Inc.

                                            To       From
                                            --       ----
           Secured Loans                    D        CCC+
             Recovery Rating                2        2

                     Six Flags Operations Inc.

                                            To       From
                                            --       ----
           Senior Unsecured                 D        CCC-
             Recovery Rating                6        5


SOPHIE CAHEN VORBURGER: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Sophie Cahen Vorburger
           aka Sophie Cahen
        329 West 108th Street, Apt. 1B
        New York, NY 10022

Bankruptcy Case No.: 09-13871

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Kenneth F. McCallion, Esq.
                  McCallion & Associates LLP
                  100 Park Avenue, 16th Floor
                  New York, NY 10017
                  Tel: (646) 366-0800

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
17 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nysb09-13871.pdf

The petition was signed by William R. O'Meara, member of the
Company.


SOTHEBY: Moody's Reviews 'Ba2' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service placed Sotheby's long term ratings on
review for possible downgrade; including its Corporate Family
Rating of Ba2.

The review for possible downgrade reflects Moody's concern that
the duration and depth of the current cyclical downturn in the
international auction market may be more severe that originally
expected.  This could cause the company's debt protection measures
to remain very weak for its current rating for a longer-than
acceptable level.  The review also reflects Moody's belief that
Sotheby's is at risk for a potential covenant violation under its
existing bank credit facilities and faces the need to refinance
its $250 million revolving credit given its expiration in
September 2010.  Moody's believes that Sotheby's needs to address
both the covenant and revolver expiration in order to have
sufficient liquidity to weather the current significant downturn
in the auction market.

The review will focus on Sotheby's strategies to address the
potential covenant violation and its relatively near term
revolving credit expiration.  In addition, the review will
consider the international auction market cyclicality and will
evaluate whether the current worldwide economic recession will
change both the depth and duration of the cyclical trough versus
Moody's original expectations.  The review will also focus on
Sotheby's strategies for weathering the current cyclical downturn.

These ratings are placed on review for possible downgrade and LGD
point estimates are subject to change:

  -- Corporate Family Rating at Ba2;
  -- Probability of Default Rating at Ba2;
  -- Senior unsecured notes at Ba3 (LGD5, 82%);

Moody's last rating action for Sotheby's occurred on June 18, 2008
when its Corporate Family Rating was affirmed at Ba2 and its
senior unsecured notes rating was affirmed at Ba3 with a stable
outlook.

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

Sotheby's, headquartered in New York New York, is one of the two
largest auction houses in the world.  Total revenues are nearly
$600 million.


SOUTHWEST WATER: Lenders Extend Deadline for Financial Reports
--------------------------------------------------------------
SouthWest Water Company has completed an amendment to its credit
facility with its banking syndicate.  The amendment cures existing
events of default and grants the company until:

   -- July 1, 2009, to file its annual report on Form 10-K for the
      year ended December 31, 2008, and

   -- August 3, 2009, to file its quarterly reports on Form 10-Q
      for quarters ended September 30, 2008 and March 31, 2009.

On May 28, 2009, the Company entered into an amendment to its
Credit Agreement dated as of February 15, 2008, with several
lender parties, including Bank of America, as Administrative
Agent.  The May 2009 Amendment cured existing events of default in
the covenants and granted the Company until June 10 to file its
Form 10-K report for the year ended December 31, 2008, and until
July 13 to file Form 10-Q reports for quarters ended September 30,
2008 and March 31, 2009.  The May 2009 Amendment also clarified
the definition of certain other terms and covenant calculations in
the original agreement as well as reduced the total available
capacity on the line to $110 million from $150 million.

The new interest rate would be LIBOR plus 400 basis points with
the opportunity to reduce the rate to LIBOR plus 300 basis points
when debt to total capitalization ratio is less than 50%.  The
Company had been paying LIBOR plus 350. There was no change to the
term of the loan.

Based in Los Angeles, California, SouthWest Water Company --
http://www.swwc.com/-- provides a broad range of operations,
maintenance and management services, including water production,
treatment and distribution; wastewater collection and treatment;
customer service; and utility infrastructure construction
management.  The company owns regulated public utilities and also
serves cities, utility districts and private companies under
contract.  More than a million people in nine states depend on
SouthWest Water for high-quality, reliable service.


SPANSION INC: Seeks Sept. 28 Extension of Exclusive Plan Period
---------------------------------------------------------------
In the approximately three months since their bankruptcy filing
Spansion Inc., and its debtor-affiliates and their professionals
have devoted considerable time and resources to critical legal
and operational matters, including, among other things, the
preparation of the schedules of assets and liabilities, statement
of financial affairs, 10-Q and 10-k reports, budgets and monthly
operating reports, says Sommer L. Ross, Esq., at Duane Morris,
LLP, in Wilmington, Delaware.

According to Ms. Ross, the Debtors and their counsel have also
devoted time and expense to filing and supporting a large number
of motions with the Court which are equally essential to the
Chapter 11 cases and the Debtors' restructuring efforts,
including a host of complex "first day" and administrative
motions.

"These substantial efforts have brought the Debtors significantly
closer to their ultimate goal of emerging from chapter 11," Ms.
Ross maintains.  "Within the last few months, the Debtors have
expended significant time and effort evaluating both their
'embedded' products business and their 'wireless' products
business to assess the value of the separate businesses to the
reorganized companies.  As restructuring process progresses, the
Debtors will be in a better position to submit a meaningful and
feasible reorganization plan to the Court."

Pursuant to Section 1121(b) of the Bankruptcy Code, a debtor has
the exclusive right to file a plan of reorganization for a period
of 120 days after the Petition Date.  If a debtor files a plan
within that 120-day exclusivity period, Section 1121(c)(3)
provides 60 additional days during which the debtor has exclusive
right to solicit votes with respect to that Plan.

The period during which only the Debtors may file a Plan will
expire on June 29, 2009, and the period during which only the
Debtors' Plan may be considered for acceptance or rejection, will
expire on August 28, 2009.

By this motion, the Debtors ask the Court to extend the period
within which they may exclusively:

  (a) file a Plan through September 28, 2009, and

  (b) the period within which they may solicit acceptances of
      that Plan through November 25, 2009.

"An extension of the Exclusive Periods as requested will afford
the Debtors and all other parties-in-interest an opportunity to
continue serious negotiations toward a Plan and to more fully
develop the grounds upon which those negotiations are based," Ms.
Ross says.  "Affording the Debtors a first extension of the
Exclusive Periods, and with it the opportunity to continue the
ongoing review and analysis of their businesses so as to develop
a comprehensive and effective business plan, poses little harm to
creditors," she adds.

The Debtors relate that in addition to their ongoing efforts to
prepare a detailed business plan to forecast future operations
over a multi-year period, they are also working diligently with
their financial advisors, counsel and other parties to make a
detailed analysis of the issues which are pertinent to
negotiation and preparation of the Plan, including the valuation
of the Floating Rate Notes collateral, to enable the Debtors to
make a detailed new presentation to their creditor
constituencies.  According to the Debtors, they have continued to
engage in discussions with the Committee and the Ad Hoc
Consortium of holders of Senior Secured Floating Rate Notes Due
2013 in an effort to resolve the issues that have been raised.

Moreover, the Debtors inform the Court that they face a host of
complex legal issues, many of which remain unresolved.  The
Debtors relate they have invested approximately $2 billion in
research and development, and currently hold approximately 4,000
patents and patent applications.  The Debtors add that they are
currently parties to several infringement actions opposite well-
financed and sophisticated entities including Samsung Electronics
Co., Ltd., and Fast Memory Erase, LLC involving a multitude of
claims.

The Debtors inform the Court that they have been paying their
bills as they come due and have operated their business within a
court-approved budget and in accordance with the provisions of
the First Interim, Second Interim and Final Orders authorizing
the Debtors to use cash collateral.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Wants Lease Decision Deadline Moved to Sept. 28
-------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides that a debtor's
unexpired lease of nonresidential real property will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
order for the relief, or (ii) the date of entry of an order
confirming a plan.  Section 365(d)(4) provides, however, that the
court may extend the period prior to the expiration of the 120-
day period for 90 days on the debtor's motion for cause.

By this motion, Spansion Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
deadline to assume or reject unexpired leases through the earlier
to occur of:

  -- the effective date of a plan of reorganization, and

  -- September 28, 2009.

The Debtors relate they have been diligently reviewing their real
property leases, a majority of which are in international
locations.

According to the Debtors, they are currently paying for the use
of the properties subject to the Unexpired Leases at the
applicable rates and are continuing to perform their other
obligations under the Unexpired Leases in a timely fashion, to
the extent required by Section 365 of the Bankruptcy Code.

"The proposed extension will not damage the counterparties to the
Unexpired Leases or affect their ability to recover rejection
damages available to them under the Bankruptcy Code," Sommer L.
Ross, Esq., at Duane Morris, LLP, in Wilmington, Delaware,
maintains.

Ms. Ross avers that certain of the Unexpired Leases represent
important assets of the Debtors' estates, and that the Debtors
will assume many, if not most, of their Unexpired Leases.
However, Ms. Ross notes, there is still a possibility that some
of the Unexpired Leases may ultimately be rejected.

Ms. Ross asserts that even if certain Unexpired Leases will not
be assumed, the Debtors should not be forced to prematurely incur
potentially significant administrative claims or settle on a
business plan before having an opportunity to explore fully their
options with respect to their operations.

In addition to analyzing numerous Unexpired Leases, Ms. Ross
says, the Debtors have been required to commit significant time,
effort, and resources to address a multitude of matters which
require immediate and substantial attention, including:

  (a) the preparation of the Debtors' schedules of assets and
      liabilities and statement of financial affairs;

  (b) securities filings;

  (c) Rule 2015.3 of the Federal Rules of Bankruptcy Procedure
      reports and monthly operating reports;

  (d) the review and analysis of a substantial number of
      contracts and leases;

  (e) the preparation of responses to various request from
      vendors, customers, employees and secured and unsecured
      creditors; and

  (f)the stabilization of a worldwide business operations.

The Debtors tell the Court that they continue to adjust in
response to significant changes in workforce, including the
departure of the Debtors' Chief Executive Officer, Chief
Financial Officer, General Counsel, Treasurer, and Corporate
Controller, and a significant reduction in the overall number of
employees.

Ms. Ross asserts that the sought extension would afford the
Debtors their ability to determine if there are any cost-saving
opportunities that would enable them to increase overall
operational efficiency, thereby increasing their overall
profitability.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Wants Schedules Deadline Extended to June 26
----------------------------------------------------------
Pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure, Spansion Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District Delaware to extend the deadline
by which they must file their schedules of assets and liabilities
and statements of financial affairs for an additional 11 days
through June 26, 2009.

The Debtors assert that although they have mobilized numerous
employees to gather, review, and analyze the information
necessary to complete the Schedules and Statements, the process
requires the expenditure of substantial time and effort.  The
Debtors relate that they continue to adjust to significant
changes in their workforce, including the recent arrival of
interim Chief Financial Officer Nathan Sarkisian and a
significant reduction in the overall number of employees.  The
Debtors assert that the short extension will give Mr. Sarkisian
and his team the needed time to undertake a thorough review of
the draft Schedules and Statements and to incorporate changes
prior to filing to eliminate the likely necessity of filing
amended Schedules and Statements.

Moreover, the Debtors relate that they have been required to
commit significant time, effort and resources to address
additional matters which require immediate substantial attention,
including the preparation of 10-Q and 10-K reports, Rule 2015.3
of the Federal Rules of Bankruptcy Procedure reports, the review
and analysis of a substantial number of contracts and leases, the
preparation of responses to various requests from employees,
vendors and other secured and unsecured creditors, and the
stabilization of worldwide business operations.

Nevertheless, despite the time constraints, the Debtors aver that
they have made substantial progress in compiling their Schedules
and Statements.

"In view of the amount of information that must be assembled and
compiled and the fact that, since the Petition Date, the Debtors'
employees have been consumed with critical administrative and
business matters arising in conjunction with the Chapter 11
Cases, ample cause exists for the requested extension," says
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware.

The Court will convene a hearing on June 23, 2009, to consider
the Debtors' request.  Pursuant to Del.Bankr.LR 9006-2, the
Debtors' Schedules Filing Deadline is automatically extended
until the conclusion of that hearing.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Seeks to Employ Nathan Sarkisian as Interim CFO
-------------------------------------------------------------
Spansion Inc. and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Nathan Sarkisian
as their interim chief financial officer, nunc pro tunc to
May 20, 2009.

"Mr. Sarkisian will bring to the Debtors 23 years experience in
senior finance positions," says Sommer L. Ross, Esq., at Duane
Morris, LLP, in Wilmington, Delaware.

Prior to his retirement in 2006, Mr. Sarkisian spent 11 years as
CFO at Altera Corporation, a worldwide leader in the programmable
logic segment of the semiconductor  industry.  Before that, Mr.
Sarkisian was a corporate controller at Altera, and has held
various management and finance positions at high technology
companies including Schlumberger and Fairchild Semiconductor.
Mr. Sarkisian holds a bachelor's degree in Economics from
Stanford University and a master's degree in Business
Administration from Harvard University.

The Debtors expect to employ Mr. Sarkisian as interim CFO for a
period of up to six months while they search for a permanent CFO.
During the term of his engagement, Mr. Sarkisian will perform all
of the duties and obligations usually associated with the
position of CFO of a Delaware corporation.

Under the terms of the Employment Agreement, Mr. Sarkisian's
monthly fee will be $40,000, plus reimbursement of out-of-pocket
expenses for required travel and other necessary business
expenses in accordance with the Debtors' reimbursement policies.
He will not participate in the Debtors' benefit programs or be
entitled to any incentive-based compensation that might be
approved for the Debtors' management and employees.

The Debtors and Mr. Sarkisian executed an indemnification
agreement in the standard form provided to the Debtors' executive
officers, pursuant to which the Debtors will provide Mr.
Sarkisian with customary indemnification rights.

A full-text copy of Mr. Sarkisian's Employment Agreement and
Indemnification Agreement are available for free at:

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

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Seeks Approval of Employee Incentive Plans
--------------------------------------------------------
Pre-bankruptcy, Spansion Inc. and its affiliates' compensation
package included a number of bonus programs, including the
Centurion Plan, Sales Incentive Plan, Perfect Attendance Bonus,
Pay for Performance Award, Profit Sharing Award, Spotlight Award,
Executive Management Board Award, and Retention Bonuses.  The
Debtors also offered to certain of their employees an employee
stock plan as part of an overall compensation package.   Given
the current value of Spansion Inc.'s stock as well as the
commencement of the Chapter 11 cases, the Debtors' current
employees believe that this plan offers them little, if any,
value.

In the few months leading up to the Petition Date and thereafter,
the Debtors' cost-cutting efforts included a number of reductions
to employee compensation and benefits.  The Debtors relate that
many of their employees were placed on a mandatory furlough or a
reduced work week program pursuant to which they were required to
take one day a week off without pay.  As a result, the Debtors
note, the salaries of most of their non-executive employees were
reduced by approximately 20%.  The salaries of non-executive
exempt employees working full schedules were reduced by 5% and
the salaries of the Debtors' vice presidents were reduced by
approximately 10%.  The Debtors tell the Court that no employees
received merit salary increases in 2009.  Also, the Debtors point
out, each of the prepetition bonus programs, with the exception
of the Sales Incentive Plan, have been either terminated or
suspended.

           Recent Turnover and Reductions-in-Workforce

In addition to recent changes to employee compensation and
benefits, the Debtors have reduced their workforce significantly
in the past few months.  On February 23, 2009, the Debtors
terminated 793 domestic employees, including 617 in California
and 162 in Texas.  On May 27, 2009, the Debtors terminated an
additional 66 employees in California and Texas.  The Debtors
also have experienced significant turnover in their senior
management.  In recent months, both pre-petition and post-
petition, a Corporate Communications Executive, a Product
Development Engineering Executive, an Operations Executive, a
Worldwide Manufacturing Executive, an International Sales
Executive and the Debtors' Chief Executive Officer, Chief
Financial Officer, General Counsel, Treasurer, and Corporate
Controller have all left the Debtors and have either been
replaced on a permanent or temporary basis or their work has been
absorbed by other employees.  Additionally, the Debtors have lost
22 other executive level employees.

                Changes to the Debtors' Business

The Debtors are undergoing a significant business restructuring
in addition to their financial restructuring, Michael R.
Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware,
relates.  Since the Petition Date, the Debtors relate have worked
diligently and made substantial strides in transitioning their
finances and business operations towards a more effective and
efficient model which will allow them to capitalize on the
strengths of their existing resources and target opportunities
for growth and improvement.  In particular, he says, after
substantial analysis, the Debtors have decided to focus on their
core "embedded" products business.  The Debtors tell the Court
that their current employees and management are critical
components of a successful restructuring of their business
operations.

     Overall Impact on the Debtors' Employees and Management

The Debtors note that the changes to their workforce, business
and compensation package cumulatively have placed a significant
amount of stress on their current employees and management alike.
Many employees have been forced to assume new and more
significant responsibilities due to the Debtors' ongoing
attrition and business restructuring efforts.  This increase in
responsibility often has been coupled with reduced workweeks in
which to accomplish these added responsibilities and a
significant drop in compensation resulting in total compensation
opportunities in most instances that are below-market.  Based on
analyses performed by the Debtors' Human Resources staff, in the
absence of approval and implementation of certain incentive
plans, the Debtors believe that the average cash compensation for
the their non-sales employees in the U.S. are considerably below
market -- ranging from approximately 30% below market for vice
presidents, 15% below market for other management, and 7% below
market for all other U.S. employees.

Numerous recent and dramatic changes negatively have impacted
employee morale and have contributed to widespread concern among
the Debtors' employees, Mr. Lastowski further notes.

"Preserving and enhancing the value of the Debtors' estates
depends on motivating the Debtors' remaining employees who have
developed significant institutional knowledge and experience in
segments of the Debtors' business and processes that are critical
to the successful operations and restructuring efforts of the
Debtors," Mr. Lastowski asserts.  "The Debtors require the
support and commitment of these employees to stabilize their
operations, initiate their business plan to return to
profitability, and put themselves in a position to grow for the
future," he adds.

               Development of the Incentive Plans

To maintain a highly motivated and efficient work force, thus
maximizing the prospects for a successful conclusion to the
Chapter 11 cases, the Debtors believe that there is a critical
need to implement certain postpetition incentive plans.  The
Debtors, with the assistance of Watson Wyatt Worldwide, a leading
global human resources consulting firm, developed a Key Employee
Incentive Plan and has modified each of the other Incentive Plans
to ensure that executives and employees properly are motivated
and incentivized to undertake the substantial efforts that will
be required of them during the Chapter 11 cases.  In addition,
the Debtors have endeavored to make sure that significant
contributions do not go unrecognized in light of the increased
workload on many employees as a consequence of the Chapter 11
Cases, and that the Debtors' overall compensation package is
competitive within the industry.

Watson Wyatt specializes in the design of employee and executive
compensation and incentive programs, Mr. Lastowski explains.
Watson Wyatt has access to a wealth of market compensation data,
including data specific to companies in chapter 11 proceedings,
and has substantial expertise in designing those programs for
companies in the midst of restructuring or bankruptcy.  Together,
the Debtors and Watson Wyatt analyzed the need for and merits of
the KEIP and the postpetition Centurion Plan and structured the
plans to meet or exceed the Debtors' business needs and goals, to
incentivize employees to maximize the value of the Debtors'
estates, and to be reasonable, affordable and cost-effective.

According to the Debtors, the Incentive Plans have undergone
several rounds of substantial revisions to ensure that they are
narrowly tailored to address the needs of the Debtors and to
incorporate input from the Debtors' officers, consultants, and
Board of Directors, as well as the Official Committee of
Unsecured Creditors and the Ad Hoc Consortium of holders of the
Senior Secured Floating Rate Notes Due 2013.

                The Key Executive Incentive Plan

To help ensure that the Debtors' senior executives properly are
motivated and incentivized to undertake the substantial efforts
that will be required of them during the Chapter 11 cases and to
compensate them in part for the loss of prepetition incentives
and other non-salary based compensation, the Debtors have created
KEIP.  The Debtors relate the KEIP is designed to provide certain
of their  senior executives with appropriate incentives to
motivate them to meet and exceed corporate needs and goals,
maximize the value of the Debtors' estates, perform key
restructuring functions, and work toward an expeditious
reorganization.

"Given the substantial experience and institutional knowledge of
the KEIP Participants, these individuals can help ensure that the
value of the Debtors' assets are maximized and that all
reorganization efforts go smoothly," Mr. Lastowski tells the
Court.

The KEIP is limited to eight of the Debtors' Executive Vice
Presidents and key officers who are critical to the success of
the Debtors' reorganization efforts.  KEIP Participants are not
eligible to participate in, or receive benefits from, any of the
Debtors' other incentive compensation programs.

These are the KEIP Participants:

   * Executive Vice President, MirrorBit NAND Program

   * Executive Vice President, Worldwide Sales & Marketing

   * Top Research & Development Executive

   * Executive Vice President, Embedded Solutions Group

   * Executive Vice President, Worldwide Operations

   * Corporate Vice President, Strategic Planning & Human
     Resources

   * Vice President, Legal

   * Chief Financial Officer.

Pursuant to the KEIP, the KEIP Participants are entitled to
incentive bonus payments upon the occurrence of specific
milestones.  The amount of each individual KEIP Payment depends
on the specific Milestone, the KEIP Participant's annual salary,
and whether a specified financial objective is achieved.  In the
event the objective for a particular Milestone has not been
achieved, the KEIP Participants will not receive a KEIP Payment
for that Milestone.

Milestone 1: Achievement of the first Milestone included in the
             KEIP is based upon whether the Debtors are able to
             meet (i) a specific cash balance Objective or (ii) a
             specific combined EBITDA Objective as of October 1,
             2009.  If both Objectives are achieved, each KEIP
             Participant is entitled to receive a payment equal
             to 35% of his or her annual salary.  If only one of
             the Objectives is achieved, each KEIP Participant is
             entitled to receive a payment equal to 17.5% of his
             or her annual salary.

Milestone 2: The second Milestone included in the KEIP is based
             upon whether the Debtors are able to meet a specific
             combined EBITDA Objective as of April 1, 2010.  If
             the Base Objective is achieved, each KEIP
             Participant is entitled to receive a payment equal
             to 35% of his or her annual salary on the later of
             April 1, 2010, and the date that is 30 days after
             confirmation of a plan of reorganization.  As an
             extra incentive, if the Debtors are able to meet a
             heightened EBITDA Objective as of April 1, 2010,
             each KEIP Participant is entitled to receive an
             additional payment equal to 30% of his or her annual
             salary.  In the event that the Base Objective is
             exceeded, but the Bonus Objective is not achieved,
             each KEIP Participant will be entitled to receive a
             commensurate percentage of the Upside Bonus.

The Debtors anticipate that in the event that each of the
Objectives is met, excluding the Bonus Objective, the costs to
the Debtors of the KEIP Payments is approximately $2,000,000.
Moreover, the Debtors note, if the Bonus Objective also is met,
the cost would be approximately an additional $800,000.  In
total, the projected cost of the KEIP, assuming all Objectives
are achieved, is approximately 0.94% of projected EBITDA (1.3% at
maximum bonus opportunity) and 0.69% of total payroll (0.99% at
maximum).

Participation under the KEIP will terminate upon retirement,
voluntary resignation, death or termination "for cause," and no
KEIP Payment will be made to a KEIP Participant following a
Termination Event.  If a KEIP Participant is terminated as a
result of a sale, job elimination or restructuring prior to the
occurrence of a Milestone, that KEIP Participant will be entitled
to receive a pro rata KEIP Payment if the associated Objective is
achieved.

                  Other Bonus Plans and Awards

(I) Centurion Plan

The Centurion Plan is a pre-existing bonus plan and is designed
to provide certain non-insider employees of the Debtors with
appropriate incentives to ensure their continued commitment to
the Debtors.  The Centurion Plan historically has been awarded to
approximately 100 non-insider employees each year.  As of June 5,
2009, only approximately 55 employees remain from the group of
employees that was selected for the Centurion Plan in 2008.  For
2009, 101 non-insider employees have been selected for
participation in the Centurion Plan.  Each Prepetition Centurion
Plan Participant is a current employee of the Debtors and is
entitled to a bonus equal to 2% to 21% of his or her annual
salary during the relevant prepetition period .  The Prepetition
Centurion Payments that the Debtors are seeking the authority to
make total approximately $1,000,000 -- $2,000 to $65,000 per
Prepetition Centurion Plan Participant.  The Prepetition
Centurion Payments, under the Centurion Plan, are to be paid upon
entry of a final Order of the Court approving the Centurion Plan.

Pursuant to the Centurion Plan, each Postpetition Centurion Plan
Participant is entitled to a bonus equal to 5% to 30% of his or
her annual salary for the relevant postpetition period.  The
maximum amount of Postpetition Centurion Payments that the
Debtors seek to pay to employees is approximately $2,500,000 --
$2,000 to $105,000 per Postpetition Centurion Plan Participant.
The Postpetition Centurion Payments, under the Centurion Plan,
are to be paid 33% on October 1, 2009, and 66% on April 1, 2010.
The Debtors will determine, in their discretion, which
Postpetition Centurion Plan Participants are eligible to receive
a Postpetition Centurion Payment.

Participation under the Centurion Plan for Postpetition Centurion
Plan Participants will terminate upon a Termination Event and no
Postpetition Centurion Payments will be made to a Postpetition
Centurion Plan Participant following a Termination Event.  If a
Postpetition Centurion Plan Participant is terminated as a result
of a sale, job elimination or restructuring prior to one of the
Postpetition Centurion Payment pay dates, that Postpetition
Centurion Plan Participant will be entitled to receive a pro rata
Postpetition Centurion Payment.

(II) Retention Bonuses

In addition to the Centurion Plan, the Debtors are also seeking
authority to continue to pay one-time discretionary Retention
Bonuses on an individualized basis to encourage current non-
insider employees who are not KEIP Participants or Centurion Plan
Participants and are critical to the Debtors' business to
continue their employment with the Debtors.  The maximum amount
of Retention Bonuses that the Debtors seek the authority, in
their discretion, to pay to non-insider employees during the
pendency of the Chapter 11 Cases is $200,000.

(III) The Sales Incentive Plan

To help motivate and retain employees and ensure that employees
receive competitive compensation levels, the Debtors adopted the
prepetition Sales Incentive Plan.  The Sales Incentive Plan is
designed to provide the non-insider sales team directly
responsible for the sale of the Debtors' products with
appropriate incentives in order to encourage continued sales and
to ensure that the Debtors' employees' total compensation package
is competitive in the Flash Memory industry.  The proposed
postpetition Sales Incentive Plan is merely a continuation of the
prepetition Sales Incentive Plan and is limited to approximately
122 select employees who are critical to ongoing sales of the
Debtors' products during the pendency of the Chapter 11 Cases.
Pursuant to the Sales Incentive Plan, the Sales Incentive Plan
Participants are generally entitled to quarterly payments equal
to 15% to 50% of their base salary depending on the particular
role of each employee.  The Debtors estimate the annual cost
associated with the Sales Incentive Plan to be approximately
$4,000,000.  In the event of termination, a Sales Incentive Plan
Participant will be eligible for awards earned through the
effective date of termination, as determined by the Debtors in
their sole discretion, based on performance against the revenue
quota, design win opportunities or key sales objectives.

(IV) The Executive Management Board Award Program

The EMB Award Program is designed to provide the Debtors' non-
insider employees with awards for significant contributions.
Pursuant to the EMB Award Program, the EMB Award Participants are
entitled to a spot award, at the discretion of executive
management, of up to 20% of the employees' annual salary,
although the typical award is approximately $5,000.  During the
pendency of the Chapter 11 Cases, the Debtors expect that
approximately 80 EMB Award Participants will be entitled to
receive an EMB Award Payment.  The Debtors estimate the annual
cost associated with the EMB Award Program to be approximately
$400,000.  EMB Award Payments will be made to current employees
of the Debtors only.

(V) The Spotlight Award Program

Pursuant to the Spotlight Award Program, the Spotlight Award
Participants are entitled to a spot award, at management's
discretion, of up to $500.  The Debtors expect that approximately
325 Spotlight Award Participants will be entitled to receive a
Spotlight Award Payment.  The Debtors estimate the annual cost
associated with the Spotlight Award Program to be approximately
$100,000.  Spotlight Award Payments will be made to current
employees of the Debtors only.

The Debtors ask the Court to approve the Incentive Plans, and
authorize them to make the various Incentive Payments as provided
for under the Incentive Plans.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPECIAL DEVICES: Court Sets July 24 Plan Confirmation Hearing
-------------------------------------------------------------
On June 12, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved the disclosure statement with respect to Special
Devices, Incorporated's 2ng Amended plan of Reorganization, dated
June 11, 2009, as containing "adequate information", as required
under section 1125(a) of the Bankruptcy Code.  With the approval
of the Court, solicitation of acceptances of the Plan may now
commence.

The Court has set a hearing to commence on July 24, 2009, at
9:30 a.m. (Eastern Daylight Time) to confirm the Plan.  Objections
to plan confirmation must be filed and served so as to be received
no later than July 17, 2009, at 4:00 p.m. (Eastern Daylight Time).

The Plan contemplates, among other things:

  -- full payment of DIP Facility Claims in full in Cash on the
     Plan's Effective Date;

  -- full payment of Secured Claims in Cash or the return of
     the Collateral securing said Claim;

  -- payment in Cash in an amount equal to 7.5% of Subordinated
     Note Claims, provided, however, in lieu of Cash, each holder
     of a Subordinate Note Claim may affirmatively elect on its
     Ballot the Equity Option and receive its Pro Rata share of
     the New Common Stock, provided, further, however, that the
     Majority Noteholder will be deemed under the Plan to have
     affirmatively elected the Equity Option on its Ballot;

  -- payment in Cash in an amount equal to 7.5% of Allowed
     General Unsecured Claims; provided, however, in lieu of
     receiving Cash, each holder of an Allowed General Unsecured
     Claim may affirmatively elect on its Ballot the Equity
     Option and receive its Pro Rata share of the New Common
     Stock; and

  -- cancellation of Old Preferred Stock and Old Common Stock.

On the Plan's Effective Date, the Reorganized Debtor will obtain
Exit Financing of $31.5 million in the aggregate.  This will
consist of (i) $10 to $15 million of New Secured Notes and (ii)
$16.5 to $21.5 million in face amount of New Preferred Stock.  The
Reorganized Debtor will use the Exit Financing to fund the
obligations under the Plan and to satisfy ongoing working capital
needs.  Wayzata Opportunities Fund, LLC has commited to backstop
the Exit Facilities under certain conditions.

              Classification of Claims and Interests

The Plan segregates the various claims and interests against the
Debtor into nine classes:

Class     Description             Status       Voting Rights
-----   ---------------------   ----------   -----------------

   1     Secured Claims          Unimpaired   Not Entitled to
                                              Vote (Deemed to
                                              Accept)

   2     Senior Subordinated     Impaired     Entitled to Vote
         Note Claims

   3     General Unsecured       Impaired     Entitled to Vote
         Claims

   4     Unsecured Convenience   Impaired     Entitled to Vote
         Class Claims

   5     Intercompany Claims     Unimpaired   Not Entitled to
                                              Vote (Deemed to
                                              Accept)

   6     Old Preferred Stock     Impaired     Not Entitled to
                                              Vote (Deemed to
                                              Reject)

   7     Old Common Stock        Impaired     Not Entitled to
                                              Vote (Deemed to
                                              Reject)

   8     Section 510(b) Claims   Impaired     Not Entitled to
                                              Vote (Deemed to
                                              Reject)

   9     Other Priority Claims   Unimpaired   Not Entitled to
                                              Vote (Deemed to
                                              Accept)

A full-text copy of the disclosure statement with respect to SDI's
2nd Amended Plan of Reorganization, dated as of June 12, 2009, is
available at:

       http://bankrupt.com/misc/SDI.ds2ndamendedplan.pdf

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- designs and manufactures
precision engineered pyrothechnic devices.  SDI is currently
organized into three business units: Automotive, Defense &
Aerospace, and Mining & Blasting.

SDI's Automotive business unit supplies initiators to leading
domestic and foreign airbag system manufacturers.  The D&A
business unit's products include initiators, gas generators,
detonators and devices that incorporate pyrotechnic products such
as explosive bolts, cutters, actuators, valves, pin pullers and
safe-an-arm and arm-fire devices.  The M&B business unit produces
Electronic Ignition Modules primarily used in surface and
underground blasting operations.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance
$73.6 million in debt.  The Hon. Mary F. Walrath oversees the
case.  Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtor's counsel.  Gibson, Dunn & Crutcher LLP acts as special
corporate counsel, and Kurztman Carson Consultants LLC acts as
claims agent.  Roberta A. DeAngelis, the U.S. Trustee for Region
3, appointed four creditors to serve on an Official Committee of
Unsecured Creditors.  Mark R. Somerstein, Esq., Shuba Satyaprasad,
Esq., and Patricia I. Chen, Esq., at Ropes & Gray LLP, represents
the Committee.  When it filed for bankruptcy, the Debtor estimated
both assets and debts to be between $50 million and $100 million.


SUDZ LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Sudz, LLC
        5615 Winsome Lane, Unit F
        Houston, TX 77057

Bankruptcy Case No.: 09-06735

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,250,000

Total Debts: $775,000

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

          http://bankrupt.com/misc/tnmb09-06735.pdf

The petition was signed by U. Raman Hajari, chief manager of the
Company.


SUNSTATE EQUIPMENT: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on Sunstate Equipment Co. LLC to 'B-' from
'B+'.  S&P also lowered the rating on the secured notes to 'CCC+'
from 'B'.  The outlook is negative.

The ratings on privately owned Sunstate reflect its position as a
relatively small operator in the highly fragmented and competitive
construction equipment rental industry.  This profile reflects the
company's limited diversity, expensive capital-equipment
purchases, high leverage, limited financial flexibility, and
potential covenant issues in the near term.  Sunstate's good
regional presence in the southwestern U.S., focus on customer
service, and good EBITDA margin somewhat offset these factors.

S&P feels that Sunstate's performance is likely to weaken as
conditions in the equipment rental sector remain difficult.  S&P
expects the company to reduce its capital expenditures
accordingly.

"We could lower the ratings further if Sunstate's operating
performance weakens significantly more than the 20% decline that
S&P expects for the industry and Sunstate in 2009, and the company
fails to reduce capital spending to generate free cash flow and
reduce debt," said Standard & Poor's credit analyst John R. Sico.
"Further deterioration in liquidity that triggers a covenant
violation that Sunstate cannot alleviate could prompt a ratings
downgrade," he continued.  S&P considers ratings upside to be
limited at this point in the cycle, given expected weaker industry
conditions.


TUCSON WEST: Can Hire McEvoy Daniels as Gen. Restructuring Counsel
------------------------------------------------------------------
Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized Tucson West Hotel Associates,
L.L.C. to employ McEvoy, Daniels & Darcy, P.C. as general
reorganization and restructuring counsel.

McEvoy Daniels is expected to:

   -- provide legal services that will enable the Debtor to
      propose and confirm a Plan of Reorganization;

   -- negotiate with creditors, deal with claims, dispute claims;
      and

   -- prepare and negotiate Debtor's Plan of Reorganization.

Sally M. Darcy, a lawyer at McEvoy, Daniels, told the Court that
the firm received $5,000 for prepetition consultation.  The firm
also received $16,039 which included the filing fee for the
Chapter 11.

Ms. Darcy assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms Darcy can be reached at:

     McEvoy Daniels & Darcy PC
     Camp Lowell Corporate Center
     4560 East Camp Lowell Drive
     Tucson, AZ 85712
     Tel: (520) 326-0133
     Fax: (520) 326-5938

                About Tucson West Hotel Associates

Tucson, Arizona-based Tucson West Hotel Associates, L.L.C., filed
for Chapter 11 on May 27, 2009 (Bankr. D. Ariz. Case No. 09-
11440).  Sally M. Darcy, Esq., at McEvoy Daniels & Darcy PC
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


TUCSON WEST: U.S. Trustee Sets Meeting of Creditors for July 9
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Tucson West Hotel Associates, L.L.C.'s Chapter 11 case on
July 9, 2009, at 12:30 p.m.  The meeting will be held at James A.
Walsh Courthouse, 38 S. Scott Avenue, Suite 140, Tucson, Arizona.

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

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

Tucson, Arizona-based Tucson West Hotel Associates, L.L.C., filed
for Chapter 11 on May 27, 2009 (Bankr. D. Ariz. Case No. 09-
11440).  Sally M. Darcy, Esq., at McEvoy Daniels & Darcy PC
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


USI HOLDINGS: S&P Assigns 'B-' Rating on $117 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
(the same as the 'B-' counterparty credit rating) senior secured
debt rating to USI Holdings Corp.'s planned $117 million
incremental senior secured term loan.  The recovery rating is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery for
lenders in the event of a payment default.  (These ratings are
based on preliminary terms and conditions.)

Standard & Poor's also said that it revised its recovery rating on
USI's existing senior secured credit facilities, which consist of
a $550 million senior secured term loan B and a $100 million
revolving credit facility, to '3' from '2'.  As a result, Standard
& Poor's lowered its ratings on these loans to 'B-' (the same
level as the 'B-' counterparty credit rating on the company) from
'B', in accordance with S&P's notching criteria for a recovery
rating of '3'.

The revised recovery rating reflects the higher amount of first-
lien debt outstanding in S&P's simulated default scenario than
that used in S&P's previous analysis because of the new
incremental senior secured term loan.  This has resulted in less
expected recovery to USI's secured lenders given a similar assumed
net emergence enterprise value.

S&P also affirmed the 'CCC' (two notches lower than the
counterparty credit rating) issue-level rating on USI's unsecured
credit facilities, which consist of senior floating-rate notes and
senior subordinated notes.  The recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery for lenders in the event of a payment default.

The counterparty credit rating on USI reflects its highly
leveraged balance sheet and limited financial flexibility,
industry-trailing operating performance, and pressure on organic
growth and profitability stemming from a continued challenging
pricing environment and economic climate.  Somewhat offsetting
these weaknesses is USI's earnings diversification, encompassing
product placement through its property/casualty, employee
benefits, and specialized benefits divisions.  Moreover, USI
benefits from a strategy emphasizing organic growth and improving
operating efficiencies, as well as an enhanced competitive
position through expansion of the company's national footprint,
primarily from acquisitions.

The negative outlook reflects continued uncertainty in 2009
regarding USI's ability to manage through the trough of the
premium-rate cycle and otherwise challenging market conditions at
profitability levels consistent with the current rating.  Although
S&P believes that USI's new management team has been taking
appropriate strategic initiatives to improve its operations,
execution risk remains because the success of management's various
initiatives have yet to translate into material improvements in
USI's financial results.

S&P's expectations for 2009 incorporated into the current rating
level are that the company will have positive cash flow and will
be able to meet its restrictive covenants in the near to medium
term.  By year end, S&P expects organic revenue to be flat to
positive (in the low single digits) as the company's strategic
initiatives, such as a focus on sales initiatives and efforts to
negotiate increased carrier commissions, will help mitigate the
negative market pressures.  S&P expects USI's acquisitions to
total $25 million-$50 million in 2009, including the recently
acquired Liberty book of business, as the company focuses on
smaller strategic acquisitions.  S&P expects that EBITDA margins
will remain at more than 20% and that the company will demonstrate
margin improvement as it continues to focus on synergies and
expense savings.  Lastly, EBITDA coverage should be at least 1.6x,
with debt to adjusted last-12-months EBITDA remaining at less than
7x.

"If the company is able to meet these financial profile targets,
Standard & Poor's likely will affirm the ratings and revise the
outlook to stable within the next 12 months," said Standard &
Poor's credit analyst Julie Herman.  "These expectations stem from
new management's successful execution of its stated strategic
goals of improved organic revenue, expense control, and growth
through selective strategic acquisitions.  However, if the company
is unable to meet S&P's outlined expectations, S&P could lower the
ratings."


VALUE CITY: Court Extends Plan Filing Period Until October 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended the deadline in which only Value City Holdings, Inc.,
et al., may propose a plan until October 21, 2009.  The Court also
extended the Debtors' exclusive solicitation period through and
including December 22, 2009.

This is only the second extension of the Debtors' exclusive
periods.

In their motion, the Debtors told the Court that they have begun
discussing the potential terms and structure, and have shared a
draft, of their Chapter 11 plan with the official committee of
unsecured creditors.  A suitable extension of the exclusive
period, the Debtors related, would give them the flexibility and
time necessary to make progress in these discussions.

                          About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors' in their restructuring efforts.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent for the
Debtors.  Glenn R. Rice, Esq., at Otterbourg Steindler Houston &
Rosen, PC, represents the official committee of unsecured
creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.


VISANT HOLDING: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Visant Holding Corp.'s B1
corporate family and probability of default ratings and changed
the company's rating outlook to positive given its solid operating
performance despite the challenging economic environment as well
as the execution of its amended credit agreement which extends the
maturity of the revolving credit facility.

Moody's also affirmed all ratings for Visant and its operating
subsidiary Visant Corporation, as shown below:

Visant Holding Corp:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Senior Discount Notes, B3, LGD 5, 84.4% (adjusted)
  -- Senior Unsecured Bonds, B3, LGD 5, 84.4% (adjusted)

Visant Corporation:

  -- Senior Subordinated Regular Bond/Debenture, B1, LGD3, 45.1%
     (adjusted)

  -- Senior Secured Bank Credit Facility, Ba1, LGD1, 9.5%
     (adjusted)

Visant's B1 corporate family and probability of default ratings
reflect the company's high leverage, concerns over increasing
competition in the direct marketing space and a history of a
shareholder-oriented financial policy (dividends and debt-financed
acquisitions).  Visant's good EBITDA margins, market leading
position and high customer retention rate in the relatively more
stable Jostens segment support the rating.

Visant's credit metrics and business profile position the company
well within the B1 rating.  The extension of the termination date
on the company's revolving credit facility to September 2011
mitigates Moody's previous concerns regarding liquidity.  In
addition, the size of the facility was reduced from $250 million
to $100 million, most likely constraining future acquisition
activity.  Visant has a stable business model in mature industry
sectors and as a consequence growth was mostly acquisition driven.

Moody's remains cognizant of the likelihood of some return of
capital over the intermediate term although current debt
agreements limit the potential for a sizable dividend.  Given its
free cash flow generating ability and sponsor ownership, the
company's balance between debt reduction, acquisitions, and equity
distributions will continue to influence the ratings.

Moody's last rating action was on October 27, 2007, when Moody's
affirmed Visant's B1 CFR and changed the outlook from developing
to stable.

Visant Holding Corp. a leading marketing and publishing services
enterprise, services school affinity, direct marketing, fragrance
and cosmetics sampling and educational publishing markets.  The
company maintains headquarters in Armonk, New York.  The company
reported net sales of approximately $1.4 billion for the last
twelve months ended April 4, 2009.


VISTEON CORPORATION: Section 341(a) Meeting Scheduled for July 1
----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Visteon Corporation and its debtor-affiliates' Chapter 11 cases
on July 1, 2009, at 2:00 p.m.  The meeting will be held at J.
Caleb Boggs Federal Building, Room 2112, 844 King Street,
Wilmington, Delaware.

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

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

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.


WATSON PHARMACEUTICALS: Moody's Holds 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
and Ba1 Probability of Default Rating of Watson Pharmaceuticals,
Inc.  This rating action follows the announcement that Watson will
acquire Arrow Pharmaceuticals Group for approximately
$1.75 billion with a combination of cash and stock.  Following
this rating action, the outlook on Watson's ratings remains
positive.

At the same time, Moody's placed the Baa3 (LGD2, 28%) rating on
Watson's senior unsecured credit facility under review with
direction uncertain.  This action reflects the application of
Moody's Loss Given Default methodology and the potential for
either an upward or downward adjustment to this rating once the
final terms of the acquisition financing are known.

The affirmation of Watson's Ba1 ratings reflects Moody's
expectation that Watson will maintain solid credit metrics
following the Arrow acquisition, with pro forma debt/EBITDA below
2.5 times.  The rating affirmation also reflects the expected
benefits of the acquisition, including enhanced scale and
international diversification, pipeline opportunities, and
potential expansion of Watson's cash flow.  Risks of the Arrow
acquisition include integration risks and a high transaction
multiple based on Arrow's current EBITDA and cash flow levels.

The positive outlook continues to reflect the potential for an
upgrade of Watson's ratings over the next 12 to 18 months based on
good performance in its generics business and two recent approvals
(Rapaflo and Gelnique) in its specialty branded business.  While
the Arrow acquisition will increase Watson's leverage, the
transaction reduces the event risk of significantly larger
acquisitions that would have required even higher leverage.

Moody's is affirming Watson's Speculative Grade Liquidity Rating
at SGL-1, indicating very good liquidity currently.  Once the
final financing terms are known, the SGL rating will be
reevaluated and could be lowered based on a combination of lower
availability under Watson's revolving credit agreement and reduced
cushion under financial covenants.  However, Moody's anticipates
that Watson will still maintain at least good liquidity.

Ratings affirmed:

  -- Ba1 Corporate Family Rating
  -- Ba1 Probability of Default Rating
  -- SGL-1 speculative-grade liquidity rating
  -- Ba2 (LGD5, 80%) $575 million convertible debentures (CODES)

Ratings placed under review with direction uncertain:

  -- Baa3 (LGD2, 28%) senior unsecured revolving credit facility
     due 2011

  -- Baa3 (LGD2, 28%) first senior unsecured term loan due 2011

Moody's last rating action on Watson took place on May 26, 2009
when Moody's revised Watson's rating outlook to positive from
stable.

Headquartered in Corona, California, United States, Watson
Pharmaceuticals, Inc., is a specialty pharmaceutical company
focused on branded and generic products.  Revenues in 2008 totaled
approximately $2.5 billion.


WCI COMMUNITIES: Creditors May Sue to Challenge Lenders' Liens
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the official committee of unsecured creditors of WCI Communities
Inc. authority to sue secured lenders and settle suits if there
are grounds to invalidate the lenders' security interests, Bill
Rochelle at Bloomberg News reports.

Bank of America N.A. serves as agent for the secured lenders,
which are owed a total of $771 million for revolving credit and
term loans.

                       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.


WENDY'S INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Wendy's International
Holdings, LLC, to B2 from B1.  Moody's also assigned a B2 rating
to WIH's proposed $550 million guaranteed senior unsecured notes
due 2016.  In addition, the senior unsecured note ratings of
Wendy's International Inc. were downgraded to Caa1 from B2, while
the senior secured ratings of Arby's Restaurant Group were
confirmed at Ba2.  The ratings outlook is stable.  This concludes
Moody's review which was initiated on June 2, 2009.

"The rating actions reflect the material increase in debt as a
result of the proposed new note offering, which will result in
debt protection metrics that are considerably weaker than
previously expected and more representative of the revised
ratings" stated Bill Fahy VP, Senior Analyst.

The B2 CFR of WIH reflects the company's high leverage and weak
coverage, adequate liquidity, and meaningful scale.  The ratings
also reflect Wendy's reasonable level of brand strength versus its
peers, but also considers its more modest scale, limited day-part,
and less robust offering of new products than either McDonald's or
Burger King.  The ratings also consider the persistently weak
traffic patterns at Arby's as well as its smaller scale versus
Wendy's and other quick service restaurants.  Moody's also believe
continued weakness in consumer spending and intense competition
will pressure the operating margins of both restaurant concepts --
particularly Arby's.

The stable outlook reflects Moody's expectation that despite
higher debt levels and persistently weak operating environment
debt protection metrics and liquidity should remain adequate for
the revised ratings.

Ratings assigned are:

Wendy's International Holdings, LLC

  -- $550 million guaranteed senior unsecured notes due 2016 rated
     B2 (LGD 3, 46%)

Ratings downgraded and LGD point estimates updated are:

Wendy's International Holdings, LLC

  -- Corporate Family Rating downgraded to B2 from B1
  -- Probability of Default Rating downgraded to B2 from B1

Wendy International Inc. (Wendy's)

  -- $100 million 7% senior unsecured notes due 12/15/2025
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

  -- $225 million 6.2% senior unsecured notes due 6/14/2014
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

  -- $200 million 6.25% senior unsecured notes due 11/15/2011
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

Ratings confirmed and LGD point estimates updated are:

Arby's Restaurant Group Inc. (Arby's)

  -- Senior secured revolving credit facility expiring 2011 at Ba2
     (LGD 1, 9% from LGD 2, 22%)

  -- Senior secured term loan B due 2012 at Ba2 (LGD 1, 9% from
     LGD 2, 22%)

The most recent rating action on WIH and its subsidiaries, WII and
ARG, occurred on June 2, 2009, when the ratings were placed on
review for possible downgraded.

Upon consumation of the proposed new note offering Wendy's
International Holdings, LLC, will change its name to Wendy's /
Arby's Restaurants, LLC.

Wendy' International Holdings, a wholly owned subsidiary of
Wendy's / Arby's Group, is the parent company of Arby's Restaurant
Group Inc. and Wendy's International Inc.  The company generates
consolidated annual revenues of approximately $3.6 billion.


WENDY'S INT'L INC: Moody's Junks Senior Unsecured Note Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Wendy's International
Holdings, LLC, to B2 from B1.  Moody's also assigned a B2 rating
to WIH's proposed $550 million guaranteed senior unsecured notes
due 2016.  In addition, the senior unsecured note ratings of
Wendy's International Inc. were downgraded to Caa1 from B2, while
the senior secured ratings of Arby's Restaurant Group were
confirmed at Ba2.  The ratings outlook is stable.  This concludes
Moody's review which was initiated on June 2, 2009.

"The rating actions reflect the material increase in debt as a
result of the proposed new note offering, which will result in
debt protection metrics that are considerably weaker than
previously expected and more representative of the revised
ratings" stated Bill Fahy VP, Senior Analyst.

The B2 CFR of WIH reflects the company's high leverage and weak
coverage, adequate liquidity, and meaningful scale.  The ratings
also reflect Wendy's reasonable level of brand strength versus its
peers, but also considers its more modest scale, limited day-part,
and less robust offering of new products than either McDonald's or
Burger King.  The ratings also consider the persistently weak
traffic patterns at Arby's as well as its smaller scale versus
Wendy's and other quick service restaurants.  Moody's also believe
continued weakness in consumer spending and intense competition
will pressure the operating margins of both restaurant concepts --
particularly Arby's.

The stable outlook reflects Moody's expectation that despite
higher debt levels and persistently weak operating environment
debt protection metrics and liquidity should remain adequate for
the revised ratings.

Ratings assigned are:

Wendy's International Holdings, LLC

  -- $550 million guaranteed senior unsecured notes due 2016 rated
     B2 (LGD 3, 46%)

Ratings downgraded and LGD point estimates updated are:

Wendy's International Holdings, LLC

  -- Corporate Family Rating downgraded to B2 from B1
  -- Probability of Default Rating downgraded to B2 from B1

Wendy International Inc. (Wendy's)

  -- $100 million 7% senior unsecured notes due 12/15/2025
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

  -- $225 million 6.2% senior unsecured notes due 6/14/2014
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

  -- $200 million 6.25% senior unsecured notes due 11/15/2011
     downgraded to Caa1 (LGD 5, 86%) from B2 (LGD 5, 74%)

Ratings confirmed and LGD point estimates updated are:

Arby's Restaurant Group Inc. (Arby's)

  -- Senior secured revolving credit facility expiring 2011 at Ba2
     (LGD 1, 9% from LGD 2, 22%)

  -- Senior secured term loan B due 2012 at Ba2 (LGD 1, 9% from
     LGD 2, 22%)

The most recent rating action on WIH and its subsidiaries, WII and
ARG, occurred on June 2, 2009, when the ratings were placed on
review for possible downgraded.

Upon consumation of the proposed new note offering Wendy's
International Holdings, LLC, will change its name to Wendy's /
Arby's Restaurants, LLC.

Wendy' International Holdings, a wholly owned subsidiary of
Wendy's / Arby's Group, is the parent company of Arby's Restaurant
Group Inc. and Wendy's International Inc.  The company generates
consolidated annual revenues of approximately $3.6 billion.


WHISPERING WOODS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Whispering Woods Farm, Inc.
        9565 Music Street
        Novelty, OH 44072

Bankruptcy Case No.: 09-15566

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Stephen D. Hobt, Esq.
                  1370 Ontario St., Suite 450
                  Cleveland, OH 44113-1744
                  Tel: (216) 771-4949
                  Fax: (216) 771-5353
                  Email: shobt@aol.com

Total Assets: $1,152,400

Total Debts: $912,786

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

          http://bankrupt.com/misc/ohnb09-15566.pdf

The petition was signed by Robert E. Alick, vice president of the
Company.


WHITING PETROLEUM: S&P Assigns 'B-' Rating on $300 Mil. Stock
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating (three
notches below the corporate credit rating) to oil and gas
exploration and production company Whiting Petroleum Corp.'s
proposed offering of $300 million in convertible preferred stock.
The company intends to use proceeds for repayment of debt
outstanding under its revolver and for general corporate purposes.

As of March 31, 2009, Denver-based Whiting had approximately
$1.2 billion in balance sheet debt.  The long-term corporate
credit rating on Whiting is 'BB-' and the outlook is stable.  The
ratings reflect the company's aggressive financial leverage and
Standard & Poor's expectations that the company's cash flow and
credit metrics will be weak in the near term.  The ratings also
reflect the company's successful Bakken drilling program and
relatively large and well-diversified proved reserve base.  (For
the complete corporate credit rating rationale on Whiting, see
S&P's research update published on April 30, 2009.)

                           Ratings List

                     Whiting Petroleum Corp.

      Corporate Credit Rating                 BB-/Stable/--

                         Ratings Assigned

                      Whiting Petroleum Corp.

            $300 Mil. Preferred Stock (Proposed)    B-


* Dura CEO Expects Supplier Bankruptcy Filings in 60 Days
---------------------------------------------------------
Jeff Bennett at Dow Jones Newswires reports that Dura Automotive
Systems Inc. CEO Tim Leuliette expects supplier bankruptcies over
the next 60 days.

As reported by the Troubled Company Reporter on June 18, 2009, the
government denied auto-part suppliers for up to $10 billion in new
aid, saying that it shouldn't further interfere in the industry's
contraction.  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.
Trade groups said 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.

Dow Jones quoted Mr. Leuliette as saying, "There is no more money
out there and that is the reality.  You will see bankruptcies but
I also believe that the summer will be the bottom."

According to Dow Jones, Lear Corp. is one of the biggest
bankruptcy candidates.  Dow Jones says that Lear, which chose to
use a 30-day grace period to skip and interest payment of about
$38 million, is trying to negotiate new terms with its lenders by
the June 30 deadline.


* PwC Says Commercial Property Values Expected to Decline Further
-----------------------------------------------------------------
Real estate owners and investors are expecting further declines in
commercial property values over the next 12 months as tenant
demand weakens, rental rates decline and overall cap rates rise,
according to the quarterly findings of PricewaterhouseCoopers'
Korpacz Real Estate Investor Survey(tm), released Thursday.  And
some of these declines could be steep.  In addition, with buyers
and sellers in a stalemate, loan default rates and distressed
sales are expected to rise, which some investors fear will lead to
a market overcorrection, erroneously driving down values and
undervaluing many commercial properties.

Overall, surveyed investors anticipate a further 10% average loss
in value across all commercial property sectors and geographies.
Among the four largest sectors, surveyed investors expect a 7.0%
average decline in apartment values, an 8.5% average decline in
regional malls, an 8.2% decline in warehouse, and an 11.4% average
decline in national central business district office values (close
to a 12.0% average decline in suburban office assets).

Though Survey responses indicate that the office sector is
expected to see the steepest decline in value over the next 12
months, there are regional differences. Investors expect the
biggest office market declines in Dallas (17%), San Diego (16%),
Atlanta (13.5%), and Houston (12.5%). In contrast, they expect the
office markets of San Francisco, Boston and Washington, DC to see
below-average declines.

The majority of the commercial real estate industry is expected to
remain in recession through 2011, according to the
PricewaterhouseCoopers survey. While a recovery is expected to
start to materialize in the office and retail sectors in 2011, it
will not dominate these sectors until 2012. In the warehouse and
multifamily sectors, a more pronounced recovery is expected to
materialize in 2011.

                 Buyers and Sellers in a Stalemate

Limited debt options remain a major problem for investors looking
to acquire assets or to refinance existing properties, according
to investors surveyed.  Buyers with capital or access to debt said
they are ready to take advantage of distressed deals, but they are
not willing to pay for empty space and speculation.  In addition,
they believe that sellers have not yet fully adjusted their asking
prices to reflect significant changes in market conditions and
lending restrictions.

"The sales market is simply stalled and remains in a state of flux
because neither buyers nor sellers know exactly where pricing is
right now," said Susan Smith, director, real estate advisory
practice, PricewaterhouseCoopers.  "Investors are concerned that
the industry is basing values on distressed sales which will
ultimately reset the market too low. This makes for great buying
opportunities, but there are limited debt options and a bid/ask
pricing gap.  It is a very difficult cycle for investors to be in
and one of the most challenging cycles for them to get out of."

Surveyed investors believe that fundamentals in commercial real
estate will continue to deteriorate, and they are concerned about
the drop-off in tenant demand and growing levels of sublease space
and shadow space in the office sector.  Corporate America is
conserving cash by returning space to the market, and the pendulum
has swung in favor of tenants.

Investor anxiety is noted by the use of much lower market rent
growth rate assumptions in their valuation analyses.  The
PricewaterhouseCoopers survey finds that this quarter, the
initial-year market rent change rate is much lower on a quarter-
over-quarter basis, as well as an annual basis, for all but two of
the 28 surveyed markets.  While the average growth rate was still
positive in 18 of the surveyed markets, it was negative in ten of
the surveyed office markets, which demonstrates that most
investors anticipate rental rates to decline over the next year in
the office sector.

The survey also indicates that overall capitalization rates are
trending upward and over the next six months investors expect more
of the same across all property sectors and geographic locations.
The average expected increase in overall capitalization rates for
the office sector is 60 basis points; however survey participants
are expecting to see overall cap rates increase as much as 125
basis points in this sector.

          Troubled Assets Growing on Bank Balance Sheets

As loan default rates accelerate, the amount of troubled loans on
commercial real estate properties is expected to rise rapidly for
the nation's banks, with small and midsized banks particularly
vulnerable if they have large commercial real estate portfolios.

According to PricewaterhouseCoopers, banks should be carefully
evaluating their loan portfolios and loan-loss provisions and
conducting their own stress tests.  It is possible that lenders
will be more willing to agree to short-term extensions on loans
rather than taking back assets given the lack of movement in the
market.

"Troubled assets continue to accumulate on bank balance sheets,
and the markets will not begin to recover until those assets are
dealt with," said John Garvey, U.S. leader, Financial Services
Advisory and U.S. Banking and Capital Markets,
PricewaterhouseCoopers in a report issued last month entitled
Stabilizing and reviving the financial system: Employing guarantee
structures, "bad banks," and other mechanisms to combat the
financial crisis.  "Government can lead the efforts to remove
assets from bank balance sheets, but history shows that private
investors must ultimately purchase most of those assets to avoid a
long 'run-off' period," he stated.

According to many investors surveyed for the Korpacz quarterly
report, private equity investors are being slow in writing down
losses and are dragging behind in terms of recognizing value loss.
In contrast, the public markets have been more accepting of write-
downs and will likely lead in the recovery.

Information about subscribing to PricewaterhouseCoopers'
Korpacz Real Estate Investor Survey(tm) can be found at
http://www.pwc.com/ Members of the media can obtain an electronic
copy of the full report by contacting Steve Maguire at (781) 878-
8882 or smaguire@hubbellgroup.com.

An executive summary of PricewaterhouseCoopers' Viewpoint
"Stabilizing and Reviving the Financial System," is available at
http://www.pwc.com/us/badbanks

        About PwC's Korpacz Real Estate Investor Survey(tm)

PricewaterhouseCoopers' Korpacz Real Estate Investor Survey(tm),
now in its 22nd year of publication, is one of the industry's
longest continuously produced quarterly surveys. The current
report provides overviews of 28 separate markets, including ten
national markets -- regional mall, power center, strip shopping
center, CBD office, suburban office, flex/R&D, warehouse,
apartment, net lease, and medical office buildings. It also
includes a review of 18 major U.S. office markets including,
Atlanta, Boston, Charlotte, Chicago, Dallas, Denver, Houston, Los
Angeles, Manhattan, Northern Virginia, Pacific Northwest,
Philadelphia, Phoenix, San Diego, San Francisco, Southeast
Florida, Suburban Maryland, and Washington, DC.

The second quarter 2009 report also features up-to-date
commentaries concerning Technology News and Trends, Investment
Sales, Economic News, Domestic Self Storage, and the National
Development Land Market.

               About PwC's Financial Services Group

PricewaterhouseCoopers' financial services group is a leading
global provider of audit and assurance, business advisory and tax
services to organizations in all financial services industry
sectors, including banking and capital markets, insurance,
investment management and real estate. PwC has a worldwide network
of 34,000 professionals -- 4,500 located in the United States --
who are dedicated to the financial services industry.

                   About PricewaterhouseCoopers

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


* BOOK REVIEW: Ten Cents on the Dollar, Or the Bankruptcy Game
--------------------------------------------------------------
Author: Sidney Rutberg
Publisher: Beard Books
Softcover: 189 pages
List Price: $34.95

Reporting on bankruptcy courts for more than 30 years for
Fairchild Publications and also as a business columnist and editor
for Women's Wear Daily and Daily News Record, Rutberg came away
with a jaundiced view of bankruptcies.  Perhaps because he was a
journalist covering events in a fast-paced, urban environment,
Rutberg writes in an informal, breezy style.  Ten Cents on the
Dollar reads like a gossip column with its witty and colorful
observations.  Rutberg recounts situations and incidents in rapid-
fire succession, offering tidbits of information with no logical,
chronological, or narrative connection.

Rutberg's stories are, however, grouped into general headings
relating to various aspects of bankruptcy.  Among these are
liquidation auctions; creditors; legal procedures; Chapter 7, 11,
and 13 bankruptcies; and key players in bankruptcies, such as
accountants and lawyers.  Rutberg's irrepressibly casual, often
inventive, style extends to the names of the chapters. The first
chapter on auctions is titled "A Kipper Is Not a Herring."
Another chapter is entitled "Ten Cents on the Dollar, Or Reading
Between the Lies."

"Even Millionaires Go Broke" is the title of a third.  Rutberg's
casual style belies the fact that he has an unerring, seasoned eye
for what bankruptcy, the bankruptcy system, and the individuals --
from debtors to judges -- are like.  Ten Cents on the Dollar,
first published in 1973, offers a balanced perspective based on
firsthand knowledge.  The informal style does not undermine the
basic points Rutberg makes about bankruptcy; for example:
"Professionals who play the bankruptcy game [like professionals in
other fields] . . . lie a little, they cheat a little, they steal
a little, but mostly they work hard."  Elsewhere, Rutberg writes
that, while "[a]ttorneys in the bankruptcy field are looked upon
by some . . . [as being] rungs below the ambulance-chasing
negligence lawyer . . . the bankruptcy lawyer is a specialist in a
rough-and-tumble business, and, by and large, he'll perform as
well as the attorneys in any other specialized field."

While Rutberg does not pull punches, he avoids passing judgment on
the bankruptcy field and its participants.  If this book had been
no more than a screed, it would have been of little use to readers
who wanted to learn something about bankruptcy.  Rutberg, for
instance, is not calling for reform.  There are enough other books
doing this.

Individuals on both sides of the bankruptcy issue will be amused
by Rutberg's informal writing style, stream of vignettes, and
jaundiced point of view.  For those foreseeing or initiating
bankruptcy, it is an informative guide not only to various options
and requirements, but also to the players.  Readers who are not
involved in the bankruptcy business can learn how they might
profit from bankruptcy proceedings, such as purchasing property at
an auction or providing services to those in bankruptcy.

Rutberg's book is intended for lay readers, and not bankruptcy
professionals such as attorneys and accountants.  But for everyone
else, from business owners and decisionmakers to investors and
individuals looking for depressed-priced items, Ten Cents on the
Dollar is a wide-ranging, incisive picture of the bankruptcy game.
Besides being a columnist and journalist concentrating on
financial affairs, Sidney Rutberg is a contributing editor to the
magazine The Secured Lender, published by the Commercial Finance
Association.



                           *********

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.

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