TCR_Public/090622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 22, 2009, Vol. 13, No. 171

                            Headlines

ABITIBIBOWATER INC: Bank Debt Trades at 20% Discount
ACCREDITED HOME: U.S. Trustee Appoints 3-Member Creditors Panel
ACCREDITED HOME: JPMorgan, Kodiak Seek Chapter 7 Conversion
ACCREDITED HOME: Former Employees File Class Suit for Termination
ADVANTA CORP: 10% of TruPS Holders Participate in Tender Offer

AMDL INC: Raises $468,500 in Second Closing of Private Placement
AMERCABLE INCORPORATED: Moody's Cuts Corp. Family Rating to 'B3'
AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes to July 2
AMERICAN AIRLINES: Fitch to Monitor Flight Cuts Impact on Lambert
AMERICAN INT'L: Government Aid Reaches $180BB as of March 2009

AMERICAN TECHNOLOGIES: Fails to File Quarterly Report on Time
ARCH COAL: S&P Retains Negative CreditWatch on 'BB' Corp. Rating
ARIZANT INC: S&P Raises Corporate Credit Rating to 'BB-'
ARNOLDO GIL-OSORIO: Case Summary & 12 Largest Unsecured Creditors
ASSOCIATED MATERIALS: To Issue $20MM of Sr. Sub Notes Due 2012

ATP OIL & GAS: Bank Debt Trades at 23% Off in Secondary Market
AVIS BUDGET: Shareholders Approve Amendment to Incentive Plan
BANK OF AMERICA: Joseph Prueher & Tommy Franks Leave Board
SOUTHERN COMMUNITY: FDIC Appointed as Receiver; Biz Shuttered
BCA AND CHILD: Voluntary Chapter 11 Case Summary

BERNARD MADOFF: Fraud Case Helped Erode Market Confidence
BROWN STEEL: Case Summary & 20 Largest Unsecured Creditors
BSC DEV'T: Morris Horwitz Obtains Paperwork Concerning Sale
CARBIZ INC: April 30 Balance Upside-Down By $5,108,779
CASE ENGINEERED: Case Summary & 20 Largest Unsecured Creditors

CATHERINE MACADAM: Case Summary & 20 Largest Unsec. Creditors
CATHOLIC CHURCH: Fairbanks Files Amended Plan & Disc. Statement
CATHOLIC CHURCH: Fairbanks Seeks Plan Exclusivity Until August 31
CATHOLIC CHURCH: M. Murphy Accepts Nomination as FCR in Fairbanks
CATHOLIC CHURCH: M. Murphy Seeks to Retain AlixPartners

CELL THERAPEUTICS: Holders of 46.1% of Notes Join Exchange Offers
CHEMTURA CORP: Sec. 341 Meeting of Creditors Adjourned to July 8
CHEMTURA CORP: Seeks Extension of Period to Remove Civil Actions
CHEMTURA CORP: To Seal Portions of Schedules and Statements
CHEMTURA CORP: Files Schedules of Assets & Liabilities

CHEMTURA CORP: Files Statement of Financial Affairs
CHRYSLER LLC: Canadian Dealers Left Without Vehicles
CHRYSLER LLC: Fiat Unveils Plan For Larger Share In India
CHRYSLER LLC: Deadline for Filing Schedules Moved to August 13
CHRYSLER LLC: More Pacts to Be Assigned to Fiat-Owned Company

CHRYSLER LLC: Faces Objection to New Governance Structure
CHRYSLER LLC: To Seal Some Documents on Dealership Rejections
CLAIRE'S STORES: Bank Debt Trades at 40% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 38% Off in Secondary Market
CONTINENTAL ALLOYS: S&P Junks Corporate Credit Rating From 'B-'

COOPERATIVE BANK: Closed on June 19; First Bank Assumes Deposits
COTT CORP: To Raise $300,000,000 By Issuing New Securities
COYOTES HOCKEY: Jim Balsillie Extends Offer Deadline by 3 Months
CR-RSC TOWER: Case Summary & Eight Largest Unsecured Creditors
DANA CORP: Bank Debt Trades Near 40% Off in Secondary Market
DBSD NORTH: Court Sets June 30 General Claims Bar Date

DBSI E-470: Voluntary Chapter 11 Case Summary
DBSI INC: Used Money From New Investors to Pay Older Obligations
DODART PROPERTIES: Voluntary Chapter 11 Case Summary
DRUG FAIR: Wants to Sell Inventory at 4 New Jersey Stores
EAST HAVEN: Case Summary & 3 Largest Unsecured Creditors

EMMIS COMMUNICATIONS: Moody's Changes Senior Loan Rating to 'Caa2'
EMPIRE RESORTS: Unit Taps Sportsystems as Consultant
ENERGAS RESOURCES: Posts $2.46MM Net Loss for Fiscal Year 2008
ENTRAVISION COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B'
ESTATE FINANCIAL: Inks Stipulation with FGI on Clamdigger Motel

FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 30% Discount
FINLAY FINE: Interest Nonpayment Won't Move Moody's 'Caa3' Rating
FIRST NATIONAL ANTHONY: Bank of Kansas Assumes All Deposits
FORD MOTOR: Bank Debt Trades 28% Off in Secondary Market
FORTUNOFF HOLDINGS: Intellectual Property Auction Moved to June 23

FRAMINGHAM ACQUISITION: Case Summary & 7 Largest Unsec. Creditors
FRGR MANAGING: Citigroup to Hold June 23 Auction of Collateral
GENMAR HOLDINGS: Irwin Jacobs Calls for Access to Bailout Funds
GEORGIA GULF: Bank Debt Trades Near 20% Off in Secondary Market
GEORGIA-PACIFIC LLC: S&P Assigns 'BB+' Issue-Level Rating

GMAC LLC: Irwin Jacobs Calls for Access to Bailout Funds
HAROLD HELLEGAARD: Case Summary & 20 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Bank Debt Trades at 30% Off in Secondary Market
HOLLYWOOD MOTION: Files for Ch 11 Bankruptcy to Stop Lawsuit
HUMAN TOUCH: Reports Successful Restructuring of Balance Sheet

IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market
IMPLANT SCIENCES: March 31 Balance Sheet Upside-Down by $7.81MM
INNOVATIVESPINAL: Chapter 7 Trustee to Sell Patent Portfolio
INTERLINE BRANDS: Moody's Affirms Corporate Family Rating at 'B1'
ISOLAGEN INC: Obtains Interim OK to Access $2,750,000 DIP Facility

JACUZZI BRANDS: S&P Downgrades Corporate Credit Rating to 'CCC'
JOHNS MANVILLE: High Court Blocks Suits Against Insurers
KIL CHA LEE: Case Summary & 11 Largest Unsecured Creditors
KIWA BIO-TECH: March 31 Balance Sheet Upside Down by $5,099,352
LAZY DAYS: Moody's Withdraws 'Ca' Corporate Family Rating

LEAR CORP: Bank Debt Trades Near 35% Off in Secondary Market
LEHMAN BROTHERS: PBGC Assumes Pension Plan for 22,000 Workers
LITHIUM TECHNOLOGY: Amper Politziner Raises Going Concern Doubt
MARIA LANDAVERDE: Case Summary & 3 Largest Unsecured Creditors
MARIETTA AREA: Moody's Downgrades Underlying Bond Rating to 'Ba1'

MAGUIRE PROPERTIES: Extends Debt Maturity, Settles Swap Obligation
METRO ONE: Fails to File April 30 Quarterly Report on Time
METROMEDIA INT'L: Shareholders That Sued Among Creditors
MITCHELL SCOTT ZUCKER: Case Summary & 20 Largest Unsec. Creditors
MONACO COACH: Can't Access Cash Collateral; Seeks Ch. 7 Conversion

MORRIS PUBLISHING: Forbearance on $9.7MM Interest Payment Moved
MRV COMMUNICATIONS: Suspended from Trading on Nasdaq
NASHVILLE SENIOR: Committee Can't Appeal Unstayed Sec. 363 Order
NEIMAN MARCUS: Bank Debt Trades at 24% Off in Secondary Market
NORTEL NETWORKS: To Liquidate; Sells CDMA, LTE Assets to Nokia

NOVEMBER 2005: Wants Santoro Driggs as General Bankruptcy Counsel
OBERLIN PLAZA: Summit Mall Remains Open Through End July
PAETEC HOLDING: To Raise $350MM; Issues 8.875% Sr. Secured Notes
PEOPLE AGAINST DRUGS: Court Oks Adequacy of Disclosure Statement
PLANT INSULATION: Court to Reconsider SMRH as Committee's Counsel

PLANT INSULATION: Can Hire Jones Day as General Bankruptcy Counsel
PLANT INSULATION: Has Until June 23 to File Schedules & Statements
PLANT INSULATION: U.S. Trustee Appoints 5-Member Creditors Panel
PLASTICS FOR MANKIND: Voluntary Chapter 11 Case Summary
PRAIRIE WILD: Case Summary & 10 Largest Unsecured Creditors

PRIVATE LABEL: Case Summary & 20 Largest Unsecured Creditors
QUICKSILVER RESOURCES: S&P Puts 'B' Rating on CreditWatch Positive
RATHGIBSON INC: Taps Advisors, Issues Bankruptcy Warning
RITE AID: Amends Citigroup Facility to Refinance Debt
RITE AID: Completes Offering of $410MM Sr. Secured Notes Due 2016

RITZ CAMERA: Seeks Aug. 21 Extension to File Chapter 11 Plan
SCHMOOK RANCH: Case Summary & 4 Largest Unsecured Creditors
SEVERINO DEPASQUALE: Has $103,000 Offer for O'Hara Twp. Property
SHERIDAN GROUP: Credit Facility Won't Affect Moody's 'B2' Rating
SHOPPES AT SILVER: Case Summary & 3 Largest Unsecured Creditors

SIMMONS CO: Going Concern Doubt Raised; Bankruptcy Warning Issued
SIMTROL INC: CEO and CFO Elect to Reduce Cash Compensation By 10%
SIX FLAGS: Bank Debt Trades at 7% Discount in Secondary Market
SIX FLAGS: Gets Interim Approval to Use Cash Collateral
SIX FLAGS: Gets Interim OK to Limit Trading of Stock

SIX FLAGS: Sets PACA & PASA Claims Resolution Protocol
SIX FLAGS: Bankr. Triggers Defaults in Indentures
SIX FLAGS: Gets Court Approval to Pay Prepetition Wages
SL GREEN: Fitch Takes Rating Actions on Portfolio Performance
SPORTSMAN'S WAREHOUSE: Files Amended Disclosure Statement & Plan

ST GEORGE HOTEL: Voluntary Chapter 11 Case Summary
STANDARD MOTOR: S&P Raises Corporate Credit Rating to 'CC'
SPANKEY'S AUTO: Unusual Fee Application Notice in Local Newspaper
STRAUMUR-BURDARAS: Files Chapter 15 in Manhattan Bankruptcy Court
SUPERIOR OFFSHORE: Asserts Fixing Prices for Flights to Oil Rigs

SYNOVICS PHARMA: Delays Quarterly Report; Sees Drop in Revenues
TELETOUCH COMMUNICATIONS: Posts $395,000 Net Loss in Nov. Quarter
TENET HEALTHCARE: Moody's Cuts Ratings on Senior Notes to 'B1'
TENET HEALTHCARE: Sells Sr. Secured Notes Due 2109; Raises $925MM
TENNESSEE ENERGY: Wells Fargo Rating Cut Won't Affect Ratings

THORNBURG MORTGAGE: Creditors Committee May Probe Dealings
TROPICANA LANDCO: Bank Debt Trades at 82% Off in Secondary Market
TRUMP ENTERTAINMENT: Seeks to Hire Deloitte for Ch. 11 Plan Advice
TRUMP ENTERTAINMENT: Hires McElroy as Workers Compensation Counsel
TRUMP ENTERTAINMENT: Taps Richards Layton on Delaware Corp. Issues

TRUMP ENTERTAINMENT: Donald Trump to Bid for Bankrupt Casinos
TRUMP ENTERTAINMENT: Plan Filing Period Extended August 3
TUCSON WEST: Gets Initial OK to Tap Cash Securing East West Loan
VALENCE TECHNOLOGY: Berg & Berg Buys $2.5 Million of Shares
VINTAGE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors

VIROSA INC.: Case Summary & 20 Largest Unsecured Creditors
VS 1 LLC: Case Summary & 4 Largest Unsecured Creditors
WAVE SYSTEMS: Regains Compliance of NASDAQ Listing Rule
WOODSIDE GROUP: Alameda Panel Objects Amended Disclosure Statement
YUVAL RAN: Israeli Proceeding Not Recognized Under Chapter 15

ZX AUTOMOBILE: Proofs of Claim & Interest Due August 21

* Three Banks Shuttered; No. of Failed Banks Rise to 40 in 2009

* BOND PRICING -- For the Week From June 15 to 19, 2009


                            *********

ABITIBIBOWATER INC: Bank Debt Trades at 20% Discount
----------------------------------------------------
Participations in a syndicated loan under which AbitibiBowater
Inc., is a borrower traded in the secondary market at 80.00 cents-
on-the-dollar during the week ended June 19, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.50 percentage
points from the previous week, the Journal relates.   The loan
matures March 30, 2009.  The Company pays 800 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
either Moody's or S&P.

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).


ACCREDITED HOME: U.S. Trustee Appoints 3-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
has appointed three members to the official committee of unsecured
creditors in Accredited Home Lenders Holding Co. and its
affiliates' Chapter 11 cases:

   1. Citigroup Global Markets Realty Corp.,
      Attn: James Goddard,
      388 Greenwich St.,
      New York, NY 10013,
      Phone: 212-816-0062,
      Fax: 646-791-1438

   2. Transcontinental Valuations, Inc.,
      Attn: Gregg Baier,
      6150 Lusk Blvd., Suite B200,
      San Diego, CA 92121,
      Phone: 888-800-1564,
      Fax: 619-923-2780

   3. Carrie Luft,
      139 Sinclair St. SE,
      Port Clarlotte, FL,
      Phone: 941-255-1775

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 Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors selected
Hunton & Williams LLP as the Company's Chapter 11 counsel.
Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the
Debtors.  Kurtzman Carson is the Debtors' claims agent.
The Debtors' assets range from $10 million to $50 million and its
debts from $100 million to $500 million.


ACCREDITED HOME: JPMorgan, Kodiak Seek Chapter 7 Conversion
-----------------------------------------------------------
Kodiak CDO I, Ltd., Kodiak CDO II, Ltd., and JPMorgan Chase Bank
N.A., ask the U.S. Bankruptcy Court for the District of Delaware
to enter an order converting Accredited Home Lenders Holding Co.
and its affiliates' Chapter 11 cases to cases under Chapter 7.

According to Stuart M. Brown, Esq., at Edwards Angell Palmer &
Dodge LLP, in Wilmington, Delaware, at present, the Debtors'
reorganization efforts appear to exist solely at the behest and
for the benefit of the Debtors' insiders, Vericrest Financial Inc.
and their ultimate parent Lone Star and Lone Star's affiliates.

On June 11, the Debtors filed a proposal to sell its servicing
platform and workforce to Vericrest for a mere $250,000.  The
Debtors earlier sought a proposal to enter into a servicing
agreement under which Vericrest was going to pay Accredited
$10,500 per day for use of Accredited's servicing platform,
pending the sale.

At the hearing on May 26, 2009, the Debtors' witness testified
that Accredited's burn rate was $10,000 per business day or
$300,000 or more per month.  As these monthly carrying costs do
not, and have not, supported any other meaningful operations of
the Debtors from which creditors may obtain a recovery, converting
the case at that time would have served to further preserve the
estates' limited assets, Mr. Stuart contends.

                    About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors selected
Hunton & Williams LLP as the Company's Chapter 11 counsel.
Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the
Debtors.  Kurtzman Carson is the Debtors' claims agent.
The Debtors' assets range from $10 million to $50 million and its
debts from $100 million to $500 million.


ACCREDITED HOME: Former Employees File Class Suit for Termination
-----------------------------------------------------------------
Patrick DeRosa and Chris Schaub have commenced a class action suit
before the U.S. Bankruptcy Court for the District of Delaware
against Accredited Home Lenders Holding Company and its former
executives.

The lawsuit is brought under Title 34:21-let seq. Of New Jersey
Statutes Annotated alleging a violation of the statutory
provisions under New Jersey law which provides that an employer
terminating its employee workforce of more than 50 employees must
give advance notification to said employees at least 60 days prior
to their separation.

According to the complaint, the defendants, who include James M.
Moran, chief executive of Accredited Home, have given neither 60
days advance notice to plaintiffs and their fellow employees, nor
have they provided one week of severance pay for each year of
service in lieu of said advance 60 days notice at its sole, New
Jersey location at 123 Tice Boulevard, Woodcliff Lake, New
1 Jersey, 07617.  Additionally, Defendants owe bonus and
investment fund monies to its employees which have not been paid.

The Plaintiffs are represented by:

   O'BRIEN, BELLAND & BUSHINSKY, LLC
   1526 Berlin Road
   Cherry Hill, NJ 08003
   (856) 795-2181

A copy of the Complaint is available for free at:

     http://bankrupt.com/misc/Accredited--OBrien_ClassSuit.pdf

                    About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors selected
Hunton & Williams LLP as the Company's Chapter 11 counsel.
Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the
Debtors.  Kurtzman Carson is the Debtors' claims agent.
The Debtors' assets range from $10 million to $50 million and its
debts from $100 million to $500 million.


ADVANTA CORP: 10% of TruPS Holders Participate in Tender Offer
--------------------------------------------------------------
Advanta Corp. unveiled the results for its cash tender offer, as
amended and supplemented, for any and all of the $100 million
outstanding 8.99% Capital Securities issued by Advanta Capital
Trust I.  The Tender Offer expired at 5:00 p.m., New York City
time, on June 15, 2009.

The Company has accepted for purchase all of the Capital
Securities validly tendered and not validly withdrawn in the
Tender Offer.  The aggregate principal amount of the Capital
Securities validly tendered and not validly withdrawn pursuant to
the Tender Offer was $10,803,000, representing roughly 10.8% of
outstanding Capital Securities.

The total consideration payable per $1,000 principal amount of
Capital Securities is $200.00.  The settlement date was expected
to be June 17, 2009.

Sandler, O'Neill + Partners, L.P., acted as dealer manager for the
Tender Offer and Global Bondholder Services Corporation was the
Information Agent.

                        About Advanta Corp.

Spring House, Pennsylvania-based Advanta Corp. (NASDAQ: ADVNB;
ADVNA) -- http://www.advanta.com/-- manages one of the nation's
largest credit card portfolios (through Advanta Bank Corp.) in the
small business market.  Founded in 1951, Advanta has long been an
innovator in developing and introducing many of the marketing
techniques that are common in the financial services industry.

At March 31, 2009, the Company had $3.39 billion in total assets,
$2.97 billion in total liabilities and $427.7 million in
stockholders' equity.  The Company had $75.9 million in net loss
for the three months ended March 31, 2009, compared to net income
of $18.3 million for the same period in 2008.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Fitch Ratings downgraded the long-term Issuer Default Rating of
Advanta Corp. to 'Restricted Default' due to the initiation of a
tender offer for all $100 million of its 8.99% trust preferred
securities at 20% of face value.  Fitch considers the transaction
to be a coercive debt exchange according to its 'Coercive Debt
Exchange Criteria' (March 3, 2009).  In April 2009, Advanta
elected to defer its semi-annual interest payments on the trust
preferred securities and Fitch believes that investors who do not
participate in the tender offer could face even worse recovery
prospects in the event of liquidation.

The TCR said on May 14, 2009, that Standard & Poor's Ratings
Services lowered its ratings on Advanta, including lowering the
long-term counterparty credit rating to 'CC' from 'CCC'.  At the
same time, S&P lowered the counterparty credit rating on Advanta's
primary operating subsidiary, Advanta Bank Corp., to 'CC' from
'B-'.  The rating on the preferred stock of Advanta Capital
Trust I remains at 'C'. The outlook is negative.  The rating
action, S&P said, followed Advanta's announcement that its
securitization trust, its primary funding vehicle, would go into
early amortization on June 10, 2009.  Also, the Company did not
plan to fund any activity for the accounts in the trust on its
balance sheet; therefore, it would shut these accounts down.

Earlier in May 2009, Moody's Investors Service downgraded the
long-term ratings of Advanta Corp. (senior unsecured rating to
Caa3 from Caa1).  The trust preferred securities rating of Advanta
Capital Trust I was lowered to C from Caa3.  The outlook for the
senior unsecured rating is negative; the outlook for the trust
preferred rating is stable.  The rating action reflected Moody's
view that Advanta's intrinsic credit quality has eroded as the
result of continued deterioration in asset quality, heightened
pressures on funding and liquidity, and the adverse effects of
these factors on the firm's core profitability.


AMDL INC: Raises $468,500 in Second Closing of Private Placement
----------------------------------------------------------------
AMDL, Inc., on June 12, 2009, conducted the second closing of a
private offering under Regulation D for the sale to accredited
investors of units consisting of $468,500 principal amount of 12%
Series 2 Senior Notes and five year warrants to purchase a total
of 749,600 shares of the Company's common stock at $1.11 per
share.

Under the terms of the offering, the exercise price of the Warrant
Shares was to be greater of 115% of the five day weighted average
closing prices of the common stock as reported by NYSE Alternext
US for the five trading days ended on June 11, 2009.

AMDL previously received $1,327,250 in gross proceeds (net
proceeds of $1,154,708) in the First Closing held on May 14, 2009.
An application for approval from the NYSE Alternext US for listing
of all of the Warrant Shares -- including the warrants to purchase
2,123,600 issued in the First Closing -- will be made as soon as
practicable.

AMDL may receive additional gross proceeds of roughly $2,079,000
from the exercise of the warrants issued in the First Closing and
roughly $832,000 from exercise of warrants issued in the Second
Closing, exclusive of any proceeds from the exercise of placement
agent warrants issued in the offering.  No assurances can be given
that any of the warrants will be exercised.

In connection with the offer and sale of securities to the
purchasers in the offering, AMDL's exclusive placement agent was
Cantone Research, Inc., a FINRA member broker-dealer.  Cantone
Research received sales commissions of $46,850 and $14,055 of non-
accountable expenses for services in connection with the Second
Closing.  In addition, in the Second Closing AMDL issued placement
agent warrants to purchase a total of 74,960 shares, of which
Cantone Research received placement agent warrants to purchase
58,360 shares, Galileo Asset Management, S. A. received warrants
to purchase 14,992 shares and JH Darbie received placement agent
warrants to purchase 1,600 shares.

AMDL relied on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder.  AMDL believes that all of the purchasers
are "accredited investors," as such term is defined in Rule 501(a)
promulgated under the Securities Act.

In connection with the Offering, AMDL agreed to file a
registration statement by July 31, 2009, with the Securities and
Exchange Commission on Form S-3 covering the resale of all of the
Warrant Shares sold in the Offering.

                            About AMDL

Headquartered in Tustin, California, with operations in Shenzhen,
Jiangxi, and Jilin, China, AMDL, Inc., along with its subsidiary
Jade Pharmaceutical Inc., is a vertically integrated bio-
pharmaceutical company devoted to the research, development,
manufacturing, and marketing of diagnostic, pharmaceutical,
nutritional supplement, and cosmetic products.  The Company
employs roughly 500 people in the U.S. and China.

                      Going Concern Doubt

In its Form 10-Q filing in May 2009, AMDL disclosed it is actively
seeking additional debt or equity financing.  AMDL incurred net
losses before discontinued operations of $1,938,117 and $1,678,537
for the three months ended March 31, 2009 and 2008, and had an
accumulated deficit of $37,287,070 at March 31, 2009.  Moreover,
despite generating cash from operating activities of continuing
operations of $739,535 for the three months ended March 31, 2009,
AMDL used cash in operating activities of continuing operations of
$1,926,938 during the three months ended March 31, 2008.

At May 10, 2009, AMDL had cash on hand in the U.S. and China of
roughly $5,000,000.  Its operations in China currently generate
positive cash from operations, but the availability of any cash
from operations in China and the timing thereof may be uncertain.
Its receivables in China have been outstanding for extended
periods, and AMDL has experienced increased delays in collection.

Its U.S. operations currently require roughly $425,000 per month
to fund the cost associated with its general U.S. corporate
functions, payment by corporate of the salaries of executives in
China, and the expenses related to the further development of the
DR-70 test kit.  In lieu of reinvesting all cash flow from Chinese
operations in China, currently the necessary funds to meet its
cash flow obligations in the U.S. are being transferred from JPI
or JJB to AMDL in the United States.

KMJ Corbin & Company LLP, in Costa Mesa, California -- in its
April 2009 audit report on the Company's financial statements for
the year ended December 31, 2008 -- raised substantial doubt about
the Company's ability to continue as a going concern.

At March 31, 2009, AMDL had $41,803,234 in total assets and
$7,729,303 in total liabilities.


AMERCABLE INCORPORATED: Moody's Cuts Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered AmerCable Incorporated's
corporate family rating to B3 from B2 and the ratings on the first
lien senior secured credit facilities to B2 from B1.  The
downgrade reflects a contraction in sales and operating profit for
the quarter ended March 31, 2009, that was driven by lower demand
in the oil & gas segment (particularly for products related to
land-based drilling) and Moody's expectation for continued
pressure on the oil & gas segment as capital spending by oil & gas
customers moderates.  In Moody's opinion, the company's small-
scale increases its vulnerability to the weak environment.  The
downgrade also reflects Moody's concern over the company's ability
to maintain compliance with the financial covenants governing its
credit facilities given the potential for lower profitability
levels and covenant step-downs.  Notwithstanding these concerns,
the rating is supported by leverage that is good for the ratings
category (adjusting for FIFO inventories) and the potential for
improved cash flow in 2009 relative to the prior year.  The
outlook is stable.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to B3 from B2;

  -- $15 million senior secured revolving credit facility due 2012
     to B2 from B1.  Point estimate revised to (LGD3, 38%) from
     (LGD3, 39%);

  -- $99 million senior secured term loan due 2014 to B2 from B1.
     Point estimate revised to (LGD3, 38%) from (LGD3, 39%).

The stable outlook reflects Moody's expectation that profitability
will not materially decline from current levels such that debt to
EBITDA (adjusting for FIFO inventories) remains below 6.0 times.
The outlook also reflects the potential for the sponsors to
contribute cure equity in the event of a covenant breach.

The last rating action for AmerCable was on July 26, 2007, when
Moody's assigned a B1 rating to the then proposed $15 million
senior secured revolver and $100 million senior secured first lien
term loan.  Additionally, Moody's affirmed the B2 corporate family
rating and upgraded the probability-of-default rating to B2 from
B3 on this date.

Headquartered in El Dorado, Arkansas, AmerCable develops,
manufactures and sells highly engineered, jacketed electrical
cable products, cable assemblies and customer-driven solutions for
power, control and instrumentation applications used in severe
operating environments.


AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes to July 2
------------------------------------------------------------------
American Achievement Group Holding Corp. is extending the early
tender deadline with respect to its tender offer for its
outstanding 12.75% Senior PIK Notes due 2012 (CUSIP No. 02369BAB2,
02369BAA4, 02369BAE6, 02369BAD8) from 5:00 p.m., New York City
time, on June 18, 2009, to 11:59 p.m., New York City time, on
July 2, 2009.  Except for the extension of the Early Tender Date,
all other terms and conditions of the Offer remain unchanged.  The
withdrawal deadline has not been extended and, accordingly, Notes
tendered in the Offer may no longer be withdrawn.  The expiration
date for the Offer remains 11:59 p.m., New York City time, on July
2, 2009, unless otherwise extended or earlier terminated.

As of 5:00 p.m., New York City time, on June 18, 2009, $36,672,118
aggregate principal amount of the Notes, representing
approximately 33.31% of the outstanding Notes, had been validly
tendered and not withdrawn.

Holders who validly tender on or prior to 11:59 p.m., New York
City time, on July 2, 2009 will be eligible to receive the "Total
Consideration" of $230.11 per $1,000 per principal amount of the
Notes, which includes an early tender premium of $20 per $1,000
per principal amount of the Notes.  No additional amounts will be
payable with respect to any accrued or unpaid interest on the
Notes since April 1, 2009.

On February 25, 2009, the Company repurchased $104,301,834
aggregate principal amount of the Notes for an aggregate purchase
price of $24,000,000.  For no additional consideration, the
sellers of the Notes, representing a majority in principal amount
of the Notes, consented to a second supplemental indenture, which
was entered into on February 25, 2009, by the Company and the
trustee under the Indenture.  The Second Supplemental Indenture
removed substantially all of the restrictive and reporting
covenants under the Indenture, as well as certain events of
default and related provisions.  Holders of Notes that receive the
Total Consideration pursuant to the Offer will receive
approximately the same consideration per $1,000 of principal
amount of Notes as was received by the February Sellers in the
Repurchase Transaction.

The Company intends to fund payment for the Notes that are
purchased in the Offer with a combination of one or more of (i)
cash borrowed by its subsidiary American Achievement Corporation
under its revolving line of credit and distributed to the Company,
(ii) proceeds of the sale of new preferred stock by a newly formed
subsidiary American Achievement Intermediate Holding Corp. and
(iii) cash on hand.  Any New Preferred issued by Newco will be
structurally senior to any remaining Notes.

Goldman, Sachs & Co. is acting as the dealer manager for the
Offer.  The depositary and information agent for the Offer is
Global Bondholder Services Corporation.  Questions regarding the
Offer may be directed to Goldman, Sachs & Co., at (800) 828-3182
(toll free) or (212) 357-4692 (collect).  Requests for copies of
the Offer to Purchase and related documents may be directed to
Global Bondholder Services Corporation at (866) 873-6300 (toll
free) or (212) 430-3774 (banks and brokerage firms).

Based in Austin, Texas, American Achievement Group Holding Corp.
is the indirect parent company of American Achievement
Corporation.  American Achievement Corporation is a provider of
products that forever mark the special moments of people's lives.
As the parent company of brands such as ArtCarved(R). Balfour(R),
Keepsake(R), and Taylor Publishing, American Achievement
Corporation's legacy is based upon the delivery of exceptional,
innovative products, including class rings, yearbooks, graduation
products and affinity jewelry through in-school and retail
distribution.


AMERICAN AIRLINES: Fitch to Monitor Flight Cuts Impact on Lambert
-----------------------------------------------------------------
Fitch Ratings will monitor the effect on enplanements from the
recent announcement by American Airlines (American, Fitch Issuer
Default Rating 'CCC'; Negative Outlook) to reduce flights at
Lambert-St. Louis International Airport.  However, it should be
noted that Fitch's June 11, 2009 downgrade of Lambert's general
revenue bond long-term rating to 'BBB' with a Negative Outlook
incorporated the potential for additional traffic losses at the
airport, with a particular emphasis on the connecting traffic
base.

Last week American Airlines (American, Fitch Issuer Default Rating
'CCC'; Negative Outlook) and its regional carrier, American Eagle,
announced the elimination of at least 18 daily flights out of
Lambert-St. Louis International Airport.  The flight reductions
will take place over the period between August and November 2009.
These cuts impact a total of 12 markets, of which seven cities
will be completely eliminated including San Diego, CA; Las Vegas,
NV; and Philadelphia, Pennsylvania.  The airport indicates the
affected cities are predominantly high load factor origination and
destination markets for American and sees the potential for other
carriers to back-fill the service at some future time.  However,
given the increasing levels of domestic capacity reductions taken
by most major U.S. carriers, the replacement of service is
uncertain in the near-term.

According to a revised airport consultant forecast reflecting
American's actions, the most severe stress case scenario indicates
additional traffic losses averaging 280,000 annually.  This would
lower enplanements each year by approximately 4% as compared to
the previously prepared forecast.

Airport management has indicated a three-pronged strategy to
reduce the impact to its financial margins.  These measures
include implementing a parking rate increase in fiscal 2010 (one
year earlier than planned), requiring all expenses including a
hiring freeze for all non-essential positions to be reviewed and
approved by the Chief Financial Officer, imposing a freeze on non-
essential purchases of at least 5% of all non-personal expenses,
and increasing marketing efforts to pursue new and existing
airlines to restore service at the airport.  Fitch believes at the
current rating level, Lambert's financial profile is dependent on
relatively optimistic passenger growth rates beginning in fiscal
2011 and successful implementation of cost containment measures to
stay aligned with forecasted coverage and cost levels.


AMERICAN INT'L: Government Aid Reaches $180BB as of March 2009
--------------------------------------------------------------
The Federal Reserve authorized on September 29, 2008, the Federal
Reserve Bank of New York to lend up to $85 billion to American
International Group. The amount of government assistance to AIG
would subsequently be increased, and the potential amount of
support stood at about $180 billion as of March 20, 2009, the
Federal Deposit Insurance Corporation said.

The Federal Deposit Insurance Corporation stated, in its Summer
2009 issue of Supervisory Insights, "The assistance to AIG is best
viewed as a form of support to the economy generally, and to the
financial services industry in particular. It has since emerged
that a number of large bank counterparties to credit default swaps
(CDS) guaranteed by AIG have been made whole as a result of the
AIG assistance."

According to the FDIC, the problems at AIG have been attributed to
its unsupportable volume of CDS activity.  Thus, ironically, the
use of CDS, a financial engineering tool that was supposed to
disperse risk and lessen the likelihood of a credit crisis, in
this instance appeared to add to policymakers' concerns about the
potential for financial instability and contagion should this
important CDS guarantor default.

The Supervisory Insights, which was released June 16, 2009,
documents some of the major financial events of a tumultuous 2008
and highlights areas of current and future supervisory emphasis,
including key regulatory developments and the ongoing
technological evolution of bank products.  A copy of the article
is available for free at:

         http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

The Supervisory Insights documents some of the major financial
events of a tumultuous 2008 and highlights areas of current and
future supervisory emphasis, including key regulatory developments
and the ongoing technological evolution of bank products.  A copy
of the article is available for free at:

         http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                            About AIG

Based in New York, American International Group, Inc., 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.


AMERICAN TECHNOLOGIES: Fails to File Quarterly Report on Time
-------------------------------------------------------------
American Technologies Group, Inc., failed to timely file its
quarterly report on Form 10-Q for period ended April 30, 2009.

American Technologies is in the process of preparing and reviewing
its financial information.  American Technologies said on June 15,
2009, the process of compiling and disseminating the information
required to be included in the Form 10-Q, as well as the
completion of the required review of its financial information,
could not be completed without incurring undue hardship and
expense.

American Technologies said it "undertakes the responsibility to
file the quarterly report no later than five business days after
its prescribed due date."

ATG was engaged in the development, commercialization and sale of
products and systems using its patented and proprietary
technologies.  The Company largely ceased operations during 2001
and had begun focusing efforts on restructuring and refinancing.
In fiscal year ended July 31, 2005, the Company continued efforts
to settle various pending lawsuits, reduce outstanding
liabilities, acquire an equity funding facility to finance
acquisition of new products, entities and technologies, and
otherwise strengthen the business.

On September 7, 2005, ATG, through a newly formed wholly owned
subsidiary, Omaha Holdings Corp., entered into a Share Purchase
Agreement with the stockholders of North Texas Steel Company,
Inc., a privately held company.  Effective with the Agreement, all
previously outstanding common stock owned by North Texas's
shareholders was exchanged for $11,000,000.

On April 25, 2006, ATG, through a newly formed wholly owned
subsidiary, Whitco Poles, Inc., acquired certain assets of Whitco
Company, LP.

On October 20, 2008, at a special meeting of shareholders, ATG
received shareholder approval to sell substantially all of the
assets of Omaha Holdings to a subsidiary of Laurus Master Fund.
As a result of the transaction, ATG is without operating assets.

For the quarter ended January 31, 2009, the Company had $1,031 in
total assets and $2,395,111 in total liabilities, from $17,353,036
in total assets and $23,266,061 in total liabilities at July 31,
2008.


ARCH COAL: S&P Retains Negative CreditWatch on 'BB' Corp. Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings on
the St. Louis-based Arch Coal Inc., including its 'BB' corporate
credit rating, remain on CreditWatch with negative implications,
where they were placed on March 9, 2009.

The decision to uphold the CreditWatch listing reflects the
advancement of the company's proposed $761 million acquisition of
Rio Tinto PLC's Jacobs Ranch mine in the Powder River Basin of
Wyoming, a transaction to be partially financed with borrowings
and debt securities.  Management also appears willing to pursue
further growth opportunities.

If the acquisition closes as currently proposed, Standard & Poor's
anticipates a downgrade in the corporate credit rating on Arch
Coal to 'BB-' from 'BB', with a stable outlook.

"The one-notch downgrade would reflect that S&P consider the
company's willingness to fund a large acquisition with debt to be
aggressive in light of the uncertain global operating
environment," said Standard & Poor's credit analyst Maurice
Austin.

The acquisition, currently being monitored by the Federal Trade
Commission for antitrust compliance, is likely to weaken the
company's credit measures to a level more consistent with a 'BB-'
rating.

Standard & Poor's will monitor the transaction's progress as well
as any proposals that might affect Arch Coal's operating
environment.


ARIZANT INC: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Eden Prairie, Minnesota-based Arizant
Inc. to 'BB-' from 'B+'.  At the same time S&P also withdrew its
'B+' issue level and '3' recovery ratings on the company's
$120 million senior secured term loan due Dec. 31, 2010 and the
$20 million revolving credit facility due July 31, 2009 since they
were refinanced into a new facility (unrated).  The outlook is
stable.

"The rating action reflects Arizant's refinancing of near-term
debt borrowing facilities, and a reduction in outstanding debt,
which reduced bank calculated leverage to about 1.1x," said
Standard & Poor's credit analyst Michael Berrian.  On June 11,
2009, Arizant refinanced its outstanding term loan and revolver
into a new, smaller credit facility with two banks.  In
conjunction with the refinance, it repaid an additional
$12 million of debt; the new credit facility is now a $65 million
term loan and an undrawn $10 million revolving credit facility
(both unrated).

The 'BB-' rating on Arizant Inc. overwhelmingly reflects Arizant's
narrow product offering, relatively small size, dependence on
group purchasing organizations, and increasingly price-sensitive
customer base.  The company's position as an established
manufacturer of perioperative temperature management products, its
substantial growth rates, and its conservative financial policy
partially mitigate these concerns.

Arizant is a small company in a niche market with a narrow
operating focus.  Its double-digit revenue growth over the past
four years has relied on disposable warming blankets, disposable
warming gowns, and blood and fluid warming products.  Two of the
company's leading products, based on similar technology, account
for the majority of revenues, resulting in a business risk profile
that remains vulnerable to currently unforeseen new product
development or changes in technology.  The company is also heavily
dependent on GPOs for the majority of its disposable products.
This is a concern since the GPOs can exert pricing pressure on
Arizant by contracting with its competitors for lower-priced
products.  S&P also believe that the company's hospital customers
could become increasingly price sensitive and opt for seemingly
lower-cost cotton blankets or gowns instead of Arizant's
disposable blankets and gowns.  The company's competitors are much
larger companies with greater financial resources that primarily
compete on price, which could ultimately pressure Arizant's
margins.

This growth is expected to continue in the near to medium term as
the government's ongoing efforts to reduce the incidence of
hospital acquired infections and improve patient outcomes could
lead to sustained demand for the company's products.


ARNOLDO GIL-OSORIO: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arnoldo Gil-Osorio
        662 Escalona Dr.
        Santa Cruz, CA 95060

Bankruptcy Case No.: 09-54777

Chapter 11 Petition Date: June 18, 2009

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Michael K. Mehr, Esq.
                  MMehr51@aol.com
                  Law Offices of Michael K. Mehr
                  100 Doyle St. #A
                  Santa Cruz, CA 95062-2130
                  Tel: (831) 425-5757

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Washington Mutual Fa           property          $2,111,105
Po Box 1093
Northridge, CA 91328

Chase                          credit card       $35,345
800 Brooksedge Blvd
Westerville, OH 43081

Unvl/Citi                      credit card       $32,438
Po Box 6241
Sioux Falls, SD 57117

Santa Cruz Community           credit card       $27,275

Santa Cruz Community           credit card       $24,994

Technology Credit Union        automobile        $20,563

Toyota Motor Credit            automobile        $11,049

Wells Fargo Bank               credit card       $10,779

Commercial Trade Bureau                          $6,256

Gemb/Chevron                   charge account    $2,057

Chase                          credit card       $1,201

Union Bank Na                  credit card       $996


ASSOCIATED MATERIALS: To Issue $20MM of Sr. Sub Notes Due 2012
--------------------------------------------------------------
Associated Materials, LLC, has entered into a purchase agreement
pursuant to which it will issue $20.0 million of its 15% Senior
Subordinated Notes due 2012 in a private placement.  Additionally,
AMH Holdings II, Inc., an indirect parent company of Associated,
has entered into an exchange agreement pursuant to which it will
pay $20.0 million in cash and issue $13.066 million original
principal amount of its 20% Senior Notes due 2014 in exchange for
all of its outstanding 13.625% Senior Notes due 2014.

Associated also has entered into a loan agreement with AMH II to
loan AMH II up to approximately $33.0 million.  In addition,
Associated entered into an amendment of its outstanding revolving
credit facility to permit the transactions.

The New Associated Notes will mature on July 15, 2012, and will be
unsecured senior subordinated obligations of Associated. The New
Associated Notes will rank pari passu with Associated's existing
9-3/4% Senior Subordinated Notes due 2012 and will be subordinated
in right of payment to all unsubordinated indebtedness of
Associated.  Certain of Associated's subsidiaries will guarantee
Associated's obligations under the New Associated Notes.  Net
proceeds from the offering of the New Associated Notes, expected
to be approximately $18.5 million, will be used to repay
indebtedness under Associated's revolving credit facility.  The
New AMH II Notes will mature on December 1, 2014, and will be
senior unsecured obligations of AMH II.  Interest accruing on the
New AMH II Notes will be payable at maturity.

The New Associated Notes and the New AMH II Notes were offered in
the United States in transactions exempt from the registration
requirements under the Securities Act of 1933, as amended.
Neither the New Associated Notes nor the New AMH II Notes have
been registered under the Securities Act and may not be offered or
sold in the United States absent registration under, or an
applicable exemption from the registration requirements of, the
Securities Act.

The transactions contemplated by the purchase agreement and the
exchange agreement are subject to certain conditions to closing,
including that the restricted payments basket under the indenture
of AMH Holdings, LLC be increased by at least $8 million through
the exchange of debt for equity or the receipt by AMH II of an
equivalent amount of additional equity capital. There can be no
assurance that these conditions will be satisfied.

AMH II and its direct and indirect subsidiaries (including
Associated and AMH) expect to continue exploring ways to optimize
their capital structure, which could include various liability
management transactions or the refinancing of certain debt
securities in fiscal 2009 and thereafter.

                    About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services said its 'CCC+' corporate
credit ratings and negative outlook on AMH Holdings Inc. and
Associated Materials Inc., are unchanged following AMH Holdings
II's plan to exchange its outstanding 13.625% senior notes due
2014 for $20 million of cash and $13.066 million of new 20% senior
notes due 2014.  AMH Holdings II is an unrated entity and its
senior notes due 2014 are not rated by Standard & Poor's.

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


ATP OIL & GAS: Bank Debt Trades at 23% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 76.65 cents-
on-the-dollar during the week ended June 19, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.34 percentage
points from the previous week, the Journal relates.  The loan
matures December 30, 2013.  The Company pays 475 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by Moody's and S&P.

ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an
international offshore oil and gas development and production
company with operations in the Gulf of Mexico and the North Sea.
The company trades publicly as "ATPG" on the NASDAQ Global Select
Market.


AVIS BUDGET: Shareholders Approve Amendment to Incentive Plan
-------------------------------------------------------------
Jean M. Sera, senior vice president and secretary at Avis Budget
Group Inc., reports that on June 12, 2009, at the Annual Meeting
of Stockholders, the Company's stockholders approved an amendment
to the Avis Budget Group, Inc. 2007 Equity and Incentive Plan.  As
a result:

     * the number of shares of the Company's Common Stock
       authorized for issuance under the 2007 Plan has been
       increased by 4,500,000 shares, increasing the total number
       of shares of the Company's Common Stock authorized for
       issuance pursuant to the 2007 Plan from 8,000,000 to
       12,500,000;

     * "total stockholder return" and "share price" have been
       added as performance goal criteria; and

     * the Change in Control provisions have been revised to
       provide for the acceleration of awards only after both a
       Change in Control (as defined in the 2007 Plan) of the
       Company occurs and a participant is terminated without
       cause or experiences a constructive discharge within two
       years following a Change in Control of the Company,
       following the effectiveness of the amendment.

Also on June 12, the Company's stockholders approved the adoption
of the Avis Budget Group, Inc. Employee Stock Purchase Plan.

A full-text copy of Amendment No. 2 to the Avis Budget Group, Inc.
2007 Equity and Incentive Plan is available at no charge at:

     http://ResearchArchives.com/t/s?3e07

A full-text copy of the Avis Budget Group, Inc. Employee Stock
Purchase Plan is available at no charge at:

     http://ResearchArchives.com/t/s?3e08

                         About Avis Budget

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

                           *     *     *

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


BANK OF AMERICA: Joseph Prueher & Tommy Franks Leave Board
----------------------------------------------------------
Bank of America Corp. said in a filing with the U.S. Securities
and Exchange Commission that Joseph Prueher and Tommy R. Franks
have resigned from the bank's board.

Lauren Pollock at The Wall Street Journal reports that Mr.
Prueher, 66 years old, is a retired admiral in the U.S. Navy who
was appointed to the board in January 2009, while Mr. Franks, 63,
is a retired general in the U.S. Army who joined the board in
2005.

According to WSJ, the BofA board now has 16 members.  Seven
directors have left since April, WSJ says.

BofA said in a statement, "Each director's decision to resign was
not as a result of any disagreement with the corporation or its
management."

WSJ notes that the latest resignations could deepen scrutiny of
BofA CEO Kenneth Lewis, who lost his post as chairman earlier this
year.  WSJ states that BofA recently added four outside directors
with experience in banking or financial oversight, a move aimed at
satisfying suggestions from federal regulators.

Citing people familiar with the matter, Joe Bel Bruno relates that
a consortium is poised to snap up BofA's First Republic Bank.
According to WSJ, the sources said that Carlyle Group, Blackstone
Group, and TPG Partners are backing former Golden State Bancorp
CEO Gerald Ford to acquire First Republic.

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.


SOUTHERN COMMUNITY: FDIC Appointed as Receiver; Biz Shuttered
-------------------------------------------------------------
Southern Community Bank, Fayetteville, Georgia was closed June 19
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with United Community Bank, Blairsville, Georgia, to
assume all of the deposits of Southern Community Bank.

The five offices of Southern Community Bank will reopen for normal
business hours, starting Saturday, as branches of United Community
Bank. Depositors of Southern Community Bank will automatically
become depositors of United Community Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until United Community
Bank can fully integrate the deposit records of Southern Community
Bank.  Depositors of Southern Community Bank can access their
money by writing checks or using ATM or debit cards. Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of May 29, 2009, Southern Community Bank had total assets of
$377 million and total deposits of approximately $307 million.
United Community Bank paid a premium of 1% to acquire all of the
deposits of the failed bank.  In addition to assuming all of the
deposits of the failed bank, United Community Bank agreed to
purchase approximately $364 million of assets. The FDIC will
retain the remaining assets for later disposition.

The FDIC and United Community Bank entered into a loss-share
transaction on approximately $253 million of Southern Community
Bank's assets.  United Community Bank will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-308-4470.  Interested parties can also
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/scb.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $114 million.  United Community Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to alternatives.  Southern Community Bank is
the 38th FDIC-insured institution to fail in the nation this year,
and the seventh in Georgia.  The last FDIC-insured institution to
be closed in the state was Silverton Bank, National Association,
Atlanta, on May 1, 2009.


BCA AND CHILD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: BCA and Child Care Center, Inc.
           dba Blair Christian Academy
        212-20 Uspal Street
        Philadelphia, PA 19119

Bankruptcy Case No.: 09-14520

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Mark W. Richardson, Esq.
                  1518 Walnut Street, Suite 1110
                  Philadelphia, PA 19102
                  Tel: (215) 735-0078
                  Fax: 215 735-0079
                  Email: markwrichardsonesquire@msn.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Karen Renee Smith-Jenkins, PhD.


BERNARD MADOFF: Fraud Case Helped Erode Market Confidence
---------------------------------------------------------
The Securities and Exchange Commission on December 11, 2008,
announced that it was charging Bernard L. Madoff and his
investment firm, Bernard L. Madoff Securities LLC, with securities
fraud in connection with a multi-billion dollar Ponzi scheme that
he had allegedly perpetrated on clients of his firm. Mr. Madoff
subsequently pleaded guilty to such charge.

"Although not directly relevant to the activities of insured banks
and bank holding companies, this development was widely reported
and further contributed to the erosion in market confidence that
has adversely affected the financial services industry, and
reinforced the support for regulatory reform," the Federal Deposit
Insurance Corporation said in its Summer 2009 issue of Supervisory
Insights.

The Supervisory Insights documents some of the major financial
events of a tumultuous 2008 and highlights areas of current and
future supervisory emphasis, including key regulatory developments
and the ongoing technological evolution of bank products.  A full-
text copy of the article is available for free at:

         http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

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.


BROWN STEEL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brown Steel, LLC
        140 Amlajack Way
        Newnan, GA 30263

Bankruptcy Case No.: 09-12155

Chapter 11 Petition Date: June 18, 2009

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

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes Ellis & Nason
                  Ste 550, 3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: (404) 262-7373
                  Email: FNason@LCSENlaw.com

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

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

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

          http://bankrupt.com/misc/ganb09-12155.pdf

The petition was signed by Mark A. Brown, managing member of the
Company.


BSC DEV'T: Morris Horwitz Obtains Paperwork Concerning Sale
-----------------------------------------------------------
James Fink at Business First of Buffalo reports that Buffalo
attorney Stephen Schop has turned over to Morris Horwitz, the
trustee for BSC Development BUF LLC's Statler Towers, paperwork
concerning the sale of the towers to Bashar Issa in 2006.

The paperwork also includes a $4.5 million mortgage for the
Delaware Avenue building that Mr. Issa's father, Mahmoud al Issa,
obtained in 2008, says Business First.

According to Business First, the Hon. Carl Bucki of the U.S.
Bankruptcy Court for the Western District of New York ordered, at
the behest of Mr. Horwitz, the submission of the documents.

Business First relates that the Statler Tower is set for a court-
imposed auction on July 14.  The report says that bids are due on
July 9.  Judge Bucki, according to the report, said that he hopes
to have the deal closed and new owners in place by the end of
July.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case No. 09-11550).


CARBIZ INC: April 30 Balance Upside-Down By $5,108,779
------------------------------------------------------
CarBiz Inc. reported $26,998,188 in total assets and $32,106,967
in total liabilities, resulting in $5,108,779 stockholders'
deficit as of April 30, 2009.

The Company posted a net income of $27,271,062 on sales of
$8,515,374 for the three months ended April 30, 2009, compared to
a net income of $25,310 on sales of $8,923,272 for the same period
last year.

As of April 30, 2009, CarBiz had $782,833 in cash and cash
equivalents.  During the three month period ended April 30, 2009,
CarBiz decreased its accounts payable and accrued liabilities by
$525,558, which totaled $4,001,483 at April 30, 2009.  During the
three months ended April 30, 2009, CarBiz made capital lease
payments totaling $1,293.

During the three months ended April 30, 2009, CarBiz issued
roughly 980,392 shares at a conversion price of $0.0765 in a
Trafalgar convertible debenture conversion.  Approximately $19,000
of the payment was charged to interest expense, and the remaining
amount went to several of the financial instrument's derivative
components.  Accordingly, no future cash will be required to pay
off this portion of the debentures.

In January 2009, the Company executed another debenture
modification agreement with Trafalgar which terms are effective on
February 20, 2009.  The February 2009 modification was made
pursuant to the Company modifying the terms of the Company's other
debt arrangements including the revolving line-of-credit, term and
floor plan notes payable, which were also effective February 20,
2009.  Pursuant to the February 2009 modification, Trafalgar
revised the payment terms related to certain of the convertible
debentures.  Debenture principal and interest payments are due as:

     -- $250,000 in March 2009;
     -- $50,000 per month April 2009 through December 2009;
     -- $100,000 per month January 2010 through August 2010; and
     -- $5,100,000 in remaining balance in September 2010, so long
        as the Company holds consumer notes that are not in
        default from its BHPH business which have an aggregate
        balance of at least $10 million and only if cash on hand
        that exceeds its payables by at least $1 million.

In February 2009, CarBiz completed a restructuring of its floor
plan and receivables financing with DSC.  The restructured debt
agreement provides CarBiz with a maximum credit facility of
$7.5 million for floor plan and receivables financing.  Although
CarBiz had approximately $43.3 million of outstanding notes
payable as of the date of restructuring, effective February 20,
2009, the Company is only obligated to repay $12 million of this
amount due to the restructuring with SWC and DSC.  The
$12.0 million is payable in installments over the next 24 months
based upon the underlying auto lease agreements.

CarBiz incurred significant net losses and negative cash flows
from operations, although the gain on debt restructuring during
the three months ending April 30, 2009 offset this trend and
decreased its stockholders' deficit.  At April 30, 2009, CarBiz
had a stockholders' deficit of $5.4 million versus $34.7 million
at January 31, 2009.

CarBiz said the continued worldwide financial and credit crisis
has strained investor liquidity and contracted credit markets.  If
this environment continues or worsens, CarBiz said it may make the
future cost of raising funds through the debt or equity markets
more expensive or make those markets unavailable at a time when
CarBiz requires additional financial investment.

"If we are unable to attract additional funds it may adversely
affect our ability to achieve our development and
commercialization goals, which could have a material and adverse
effect on our business, results of operations and financial
condition.  As a result of our lack of financial liquidity and
negative stockholders' equity, there is substantial doubt about
our ability to continue as a 'going concern,'" CarBiz said.

"Our existing cash and cash equivalents are believed by our
management to be sufficient to finance planned operations, debt
repayment obligations and capital expenditures through the third
quarter of 2010.  Therefore, additional capital may be required in
order to proceed with our current plan for operations in the BHPH
and LHPH industries.  Our ability to arrange such financing in the
future will depend in part upon the prevailing capital market
conditions as well as our business performance," CarBiz said.
"Available resources may be consumed more rapidly than currently
anticipated, resulting in the need for additional funding.  There
can be no assurance that we will be successful in our efforts to
arrange additional financing, if needed, on terms satisfactory to
us or at all.  The failure to obtain adequate financing could
result in a substantial curtailment of our operations."

CarBiz anticipates that it may be required to raise additional
capital through a variety of sources, including:

   * public equity markets;
   * private equity financings;
   * public or private debt; and
   * exercise of existing warrants and stock options.

Additional capital may be unavailable on favorable terms, if at
all.  If adequate funds are not available, CarBiz may be required
to significantly reduce or refocus operations or potential
markets, either of which could have a material adverse effect on
the Company, its financial condition and its results of operations
in its fiscal year 2010 and beyond.  To the extent that additional
capital is raised through the sale of equity or convertible debt
securities, the issuance of such securities would result in
ownership dilution to existing shareholders, CarBiz said.

CarBiz anticipates expending $14,932,642 for operating leases,
capital leases, long-term debt payment and convertible debentures
payment within the next 12 months and $24,089,751 for the same
obligations within the next five fiscal years.

                      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 January 31, 2008.


CASE ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Case Engineered Lumber, Inc.
        4650 Thurmon Tanner Pkwy
        Flowery Branch, GA 30542

Bankruptcy Case No.: 09-22499

Chapter 11 Petition Date: June 18, 2009

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

Judge: Robert Brizendine

Debtor's Counsel: Barbara Ellis-Monro, Esq.
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, SW
                  Atlanta, GA 30303
                  Tel: (404) 525-4000
                  Fax: (404) 526-8855
                  Email: bem@eorrlaw.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ganb09-22499.pdf

The petition was signed by Kevin Case, CEO of the Company.


CATHERINE MACADAM: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Joint Debtors: Catherine P. MacAdam
                  aka Cathy P. MacAdam
               Donal J. MacAdam
                  aka Don J. MacAdam
               9640 Sierra Highway
               Agua Dulce, CA 91390

Bankruptcy Case No.: 09-17476

Chapter 11 Petition Date: June 17, 2009

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

Debtors' Counsel: Martin J. Brill, Esq.
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  Email: mjb@lnbrb.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/cacb09-17476.pdf

The petition was signed by the Joint Debtors.


CATHOLIC CHURCH: Fairbanks Files Amended Plan & Disc. Statement
---------------------------------------------------------------
The Catholic Bishop of Northern Alaska delivered to the U.S.
Bankruptcy Court for the District of Alaska its Plan of
Reorganization and accompanying Disclosure Statement on March 31,
2009.  Subsequently, CBNA delivered to the Court its First Amended
and Restated Plan and Disclosure Statement on May 14, 2009, as a
result of some feedback CBNA received at mediations held on
April 20 and 21.

The Court commenced a hearing on June 18, 2009, to consider the
adequacy of the Disclosure Statement.  Judge Donald MacDonald
later took the matter "under advisement" after hearing arguments.

Copies of the Original and Amended Plan and Disclosure Statement,
as well as the redlined version, are available for free at:

* http://bankrupt.com/misc/Fairbanks_Chapter11_Plan.pdf
* http://bankrupt.com/misc/Fairbanks_Disclosure_Statement.pdf
* http://bankrupt.com/misc/Fairbanks_1stAmended_Plan.pdf
* http://bankrupt.com/misc/Fairbanks_1stAmended_DS.pdf
* http://bankrupt.com/misc/Fairbanks_Plan_Redlined.pdf
* http://bankrupt.com/misc/Fairbanks_DS_Redlined.pdf

Reverend Donald J. Kettler, bishop of the Diocese of Fairbanks and
CBNA's sole director, signed the Plan.

Through its Plan, the Diocese of Fairbanks proposes to (i) pay
just compensation to victims of sexual abuse perpetrated by
individuals associated with the Diocese, and (ii) restructure its
financial affairs to preserve and develop the ministries and
missions that are facilitated by CBNA and are critical to the
people of northern and western Alaska.

The Plan proposes to mortgage or sell many Diocesan assets,
including the Diocese of Fairbanks' Chancery, where Diocesan
business is conducted; the Kobuk Center, a residence and
conference venue; an airplane hangar; and several of the Diocese's
aircraft.  CBNA has declared that it is retaining only those
assets, which are either restricted by the donor or essential to
the mission and ministry of the Diocese, like the Catholic schools
that are the only Catholic schools in Fairbanks.

In a statement posted at its Web site, the Diocese stated that it
will carry out fundraising campaigns to meet its obligations under
the Plan, including appeals to donors.  The funds raised will be
used to pay people, who have filed tort claims for sexual abuse
and cover the costs of reorganization.

The amendment to the Plan further reinforces CBNA's commitment to
reconciliation and healing by continuing its commitment to assist
in the healing process and take additional actions, including
disclosure of a list of known individuals, who have admitted, been
proven, or been credibly accused of sexual abuse during their
period of service as a priest, religious, lay employee or
volunteer in Alaska, and issuance by the Diocese of a letter of
apology.

A settlement trust for tort claimants will be established to hold
the funds from the sale of the Diocese's properties and other
sources.  Tort Claims will be classified into different tiers, and
paid through the settlement trust.

The Plan also proposes a relatively streamlined procedure for
evaluating Claims of sexual abuse victims who elect to be treated
under a Settlement Trust.  Under the Plan, Tort Claimants or Adult
Tort Claimants who elect to participate in the Settlement Trust
would not be required to overcome statute of limitations defenses
to their Claims.  CBNA believes the Plan provides the best avenue
for recovery for all persons who hold Claims against it.

                Disclosure Statement Objections

Prior to the Disclosure Statement Hearing, these parties-in-
interest filed separate objections and joinders against the
approval of the Disclosure Statement:

  * Official Committee of Unsecured Creditors;
  * Michael P. Murphy, the future claims representative;
  * Catholic Mutual Relief Society of America;
  * Catholic Relief Insurance Company of America;
  * The Continental Insurance Company; and
  * Travelers Casualty and Surety Company.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, filed a declaration in support of the
Creditors Committee's objection.

The Creditors Committee asserted that the Diocese has proposed a
plan that cannot possibly be confirmed as a matter of law, and the
plan is accompanied by a Disclosure Statement that lacks the most
basic information necessary for creditors to assess the Plan in an
informed fashion.  The Creditors Committee argued that the Plan
fails in certain respects, including its failure to meet the best
interests of creditors test and the fair and equitable test.

The Insurers contended that the Disclosure Statement is misleading
and fails to provide "adequate information" as required under
Section 1125 of the Bankruptcy Code.

In response to the Disclosure Statement Objections, the Diocese
insisted that the Plan satisfies the elements of Section 1129 of
the Bankruptcy Code.  The Diocese alleged that the objections are
based on substantial misrepresentations of the parties' rights
under Alaska law and Bankruptcy law.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, pointed out that CBNA has provided the Court and the
parties-in-interest as much information as is available to it.
She also asserted that there is nothing improper about the
property excluded from the Plan because except for the Catholic
schools, none of the excluded property is property of the
bankruptcy estate under Section 541 of the Bankruptcy Code.
Hence, she noted, the Plan passed the best interests test.

                      Treatment of Claims

In accordance with Section 1122(a) of the Bankruptcy Code, the
Plan (i) classifies claims into different Classes based on
similarities and differences between the legal rights associated
with the Claims, and (ii) provides for how each Class of Claims
will be treated:

  Class    Description                        Treatment
  -----    -----------                        ---------
   N/A     Administrative Claims             Unimpaired

   N/A     Priority Unsecured Claims         Unimpaired

   N/A     Priority Tax Claims               Unimpaired

     1     Priority Employee Unsecured       Unimpaired
           Claims

     2     Prepetition Date Secured Tax        Impaired
           Claims

     3     Other Secured Claims                Impaired

     4     Great Falls Secured Claim           Impaired

     5     Annuity Secured Claims            Unimpaired

     6     General Unsecured Convenience       Impaired
           Claims

     7     Jesuit Unsecured Claims             Impaired

     8     General Unsecured Claims            Impaired

     9     Other Tort and Employee Claims      Impaired

    10     Tort Claims, Adult Tort Claims      Impaired
           and Future Tort Claims

    11     Insurance and Benefit Claims      Unimpaired

    12     Pilgrim Springs Claims            Unimpaired

    13     Penalty Claims                    Unimpaired

All holders of Classes of Claims that are considered impaired
under the Plan are entitled to vote on the Plan.

The holders of Administrative Claims, Priority Unsecured Claims,
Priority Tax Claims and Claims under Classes 1, 5 and 11 are
deemed to accept the Plan, while holders of Claims under Classes
12 and 13 are deemed to reject the Plan.

All Classes of Claims will be paid in full, except for Claims
under Classes 7, 9, 12 and 13.

Any Allowed Jesuit Unsecured Claims under Class 7 will be set off
against any recoveries against any of CBNA's claims against the
Jesuits.  Unless the Jesuit Unsecured Claim exceeds CBNA's claims
against the Jesuits, the Jesuits will receive nothing on account
of their Claims.  If there are any remaining unsatisfied Allowed
Jesuit Unsecured Claims after set-off, the Allowed Jesuit
Unsecured Claims will be paid over a period of 20 years in equal
annual installment commencing 60 days after a final order is
entered allowing any Jesuit Unsecured Claims.  CBNA may assign its
claims against the Jesuits to the fund that will be used to pay
Tort Claimants, subject to the Jesuits' potential right of setoff.

Class 9 Other Tort and Employee Claims may only be allowed up to
the applicable insurance policy limits inclusive of any applicable
self insurance retention or deductable.  Any claim amounts
exceeding policy limits will automatically be deemed disallowed.
Class 9 Claims will be paid solely from the proceeds of any
insurance policies including any self insured retention applicable
to the Other Tort and Employee Claim.

Holders of Claims under Classes 12 and 13 are not entitled to vote
on, and are deemed to reject, the Plan.  Both Classes will not
receive anything under the Plan.

              Treatment of Individual Tort Claims

Class 10 includes all Claims arising from pre-confirmation sexual
abuse of children, adolescents, or vulnerable adults perpetrated
by individuals associated with the Diocese of Fairbanks and its
missionary work in Alaska.  Future Tort Claims are Tort Claims
that are included in Class 10 even if the applicable statute of
limitations had not expired as of November 2, 2008, which was 30
days prior to the December 2, 2008 generally applicable Claims Bar
Date.  The Future Claims Representative has been appointed by the
Court to represent the interests of Future Tort Claimants with
respect to the reorganization cases and the Plan.

On the effective date of the Plan, CBNA will establish a fund,
which will consist of:

  (1) The net proceeds from the sale of the CBNA Real Property
      or, if all of the CBNA Real Property has not been sold or
      proceeds received by the Effective Date, then the net
      proceeds that have been received by CBNA on the Effective
      Date;

  (2) The net proceeds from the sale of CBNA Real Property, to
      the extent the property is sold after the Effective Date;

  (3) On the Effective Date, the net proceeds of any Exit
      Financing;

  (4) On the Effective Date, any amount remaining from the Great
      Falls DIP Loan or any other debtor-in-possession financing
      obtained during the pendency of the reorganization case;

  (5) Payments from certain participating third parties, which
      include any parishes that contribute funds to the
      bankruptcy estate or the Fund;

  (6) Settlement contributions received from donors and
      restricted for the purpose of funding payments to Tort
      Claimants;

  (7) Payments from the Settling Insurers;

  (8) Net proceeds from Insurance Action Recoveries unless the
      Insurance Actions are assigned to the Settlement Trust
      Trustee;

  (9) The Pilgrim Springs Property Allocation or the net
      proceeds from the sale of Pilgrim Springs;

(10) The Jesuit Contribution Claims, subject to the set-off
      provided for in the Plan; and

  (11) Any net recoveries from Contribution Actions; and

  (12) The Fund's allocated portion of proceeds received under
       the Alaskan Shepherd Sharing Agreement, to the extent any
       proceeds are actually received on or after the Effective
       Date.

The Plan provides that the Fund will be used to pay Allowed
Administrative Claims, and to fund the Settlement Trust, the
Litigation Trust, if necessary, as well as the Future Claims
Reserve.

The Plan provides that holders of Class 10 Tort Claims and Adult
Tort Claims will have their Claims determined and paid under the
Settlement Trust unless the Tort Claimant or the Adult Tort
Claimant affirmatively opts out, in which event those Claims will
be determined and paid pursuant to the Litigation Protocol and the
Litigation Trust.  Future Tort Claimants will automatically be in
the Settlement Trust and will be bound unless the FCR opts out of
the Settlement Trust.  The Future Claims Reserve will be
administered and preserved by either the Litigation Trust Trustee
or the Settlement Trust Trustee depending on whether an opt out
has been exercised.

Under the original Plan, CBNA had agreed to waive the statute of
limitations defenses unconditionally.  However, based on feedback
from the Insurance Companies, they opined that the waiver violates
the so-called cooperation clauses of certain Insurance Policies so
as to excuse the Insurance Companies from providing coverage, and
from providing liability coverage to CBNA for the Settling Tort
Claimants.  Under the Amended Plan, if an Insurance Company
objects to inclusion of the agreement not to assert the statute of
limitations as a defense to the Claims of Settling Tort Claimants
in the Plan, CBNA will seek a determination at the Confirmation
Hearing whether an agreement with the Settling Tort Claimants
violates any Insurance Policy.

By having his or her Claim determined under the Settlement Trust,
a Tort Claimant or an Adult Tort Claimant will waive his or her
right to a jury trial and will be agreeing to the claim evaluation
procedures and compensation structure in the Settlement Trust.
Under the Plan, a special arbitrator will be appointed to
determine allowance of Claims and to allocate compensation to
Settling Tort Claimants, who are participating in the Settlement
Trust.

For a Claim to be allowed, the Settling Tort Claimant need only
show by a preponderance of the evidence that he or she was abused
and that CBNA can be held liable for the abuse under Alaska law.
Once Allowed, the Special Arbitrator will assign the Tort Claim to
a compensation tier that sets forth the severity of the
perpetrated abuse.  If there is a range of compensation within the
Tier then the Special Arbitrator will set the amount of
compensation.

Summary of the estimated number of Claims in each Tier, assuming
every filed claim is valid:

                    Estimated           Estimated
     Tier          No. Claims          No. Claims
     ----          ----------          ----------
       1                81                 157
       2               174                  93
       3                36                  24
       4                10                  10
       5                 1                   1

Claimants electing to participate in the Litigation Trust will
retain their right to a jury trial, if not already waived, but
will only be entitled to a pro rata share of the funds allocated
to the Litigation Trust calculated based on all judgments obtained
by Claimants electing the Litigation Trust, net of the costs to
defense and the Future Claims Reserve if the Future Claims
Representative elects the Litigation Trust.  No distributions will
be made to Claimants electing the Litigation Trust until all Non-
settling Tort Claimants have reduced their Claims of judgment.
The Plan further requires the Special Arbitrator to work as a
mediator to attempt to resolve the Claim of parties electing to
participate in the Litigation Trust.

The Allocation of the Fund between the Settlement and Litigation
Trusts and the Future Claims Reserve will be determined by the
Court at the Plan confirmation hearing.

                      About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Seeks Plan Exclusivity Until August 31
-----------------------------------------------------------------
The Catholic Bishop of Northern Alaska asks the U.S. Bankruptcy
Court for the District of Alaska to extend the period during which
parties-in-interest, besides the Debtor, are barred from filing a
competing plan of reorganization.  CBNA has preserved the
exclusive right to file a plan through June 15, 2009, by timely
filing its Chapter 11 Plan of Reorganization on March 31, 2009.

Although it has made significant progress in its reorganization
case by proposing an amended Chapter 11 plan of reorganization,
CBNA anticipates that the confirmation process will be hard
fought, Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, told Judge MacDonald.  She disclosed that the Official
Committee of Unsecured Creditors has served a 26-page request for
production of documents on the Amended Disclosure Statement
containing no less than 148 separate document requests.  She adds
that that the Creditors Committee is in the process of ramping up
its litigation over property of the estate issues, while CBNA's
litigation with insurance companies is also ramping up.

To maintain a level playing field, the Diocese of Fairbanks sought
and obtained, on an interim basis, a Court order extending its
exclusive plan filing period to August 31, 2009.

"I feel an extension should be granted at least until the time
that a ruling is made on the adequacy of the [D]ebtor's first
amended disclosure statement," Judge MacDonald held.  He explained
in a memorandum that the Court intends to issue a ruling on
matters relating to the bankruptcy case as promptly as possible,
but it will take several days to review and evaluate the arguments
presented by the parties.

"A ruling on the debtor's request for an extension of time until
the later date of August 31, 2009, will be made concurrently with
that determination," Judge MacDonald ruled.

Prior to the interim order, the Creditors Committee asked the
Court to deny the extension request arguing that the Diocese and
the Creditors Committee, which are the two key constituencies in
the case, were unable to make progress through mediation.  The
Creditors Committee pointed out that the best way forward would be
to set the stage for the filing of competing plans.

                      About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: M. Murphy Accepts Nomination as FCR in Fairbanks
-----------------------------------------------------------------
Michael P. Murphy accepted his nomination as the future claims
representative in the reorganization case of the Catholic Bishop
of Northern Alaska.  He was jointly nominated by the Diocese of
Fairbanks and the Official Committee of Unsecured Creditors and is
currently a managing director of AlixPartners LLP.

In his declaration accepting the nomination, Mr. Murphy assured
the U.S. Bankruptcy Court for the District of Alaska that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: M. Murphy Seeks to Retain AlixPartners
-------------------------------------------------------
Michael P. Murphy, the future claims representative in the
bankruptcy case of the Catholic Bishop of Northern Alaska, sought
and obtained authority from the U.S. Bankruptcy Court for the
District Of Alaska to retain AlixPartners, LLC, to assist him in
carrying out his duties as FCR.  Mr. Murphy is a managing director
of AlixPartners.

To assist the FCR, AlixPartners will:

  (a) develop a database and analytical model for use in
      estimating and valuing the claims of holders of future
      claims;

  (b) review the future claims settlement process;

  (c) evaluate the treatment of claims held by Future Claim
      Holders in any proposed plan of reorganization; and

  (d) to the extent requested by a party and ordered by the
      Court, evaluate and negotiate settlements of claims of
      Future Claim Holders.

AlixPartners will be paid on its blended hourly rate of $450.  In
addition, the Diocese will reimburse AlixPartners for all of its
reasonable out-of-pocket expenses incurred in connection with its
retention.

No person or entity will file suit or take any legal or equitable
action against the FCR, AlixPartners and their agents,
representatives or any professional they hired without the express
prior authorization of the Court.  The FCR, AlixPartners, and
their representatives are to have no personal liability in
connection with any (i) actions or omissions pursuant to the
powers granted by the Court, or (ii) any liabilities, obligations,
liens or amounts owed to any claimants or creditors of the
Diocese, including the Future Claims Holders.

Mr. Murphy assures the Court that AlixPartners is a
"disinterested" person as that term is defined under Section
101(14) of the Bankruptcy Code.

                      About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CELL THERAPEUTICS: Holders of 46.1% of Notes Join Exchange Offers
-----------------------------------------------------------------
Cell Therapeutics, Inc., unveiled preliminary results of its
separate concurrent fixed price exchange offers for any and all of
the approximately $118.9 million outstanding principal amount of
five series of its convertible notes.  The Exchange Offers expired
at 5:00 p.m., New York City time, June 16, 2009.

In accordance with the terms and conditions of the Exchange
Offers, and based on the preliminary count by U.S. Bank National
Association, the depositary for the Exchange Offers, the Company
expects to accept for exchange approximately $54.8 million
aggregate principal amount of the Notes for the previously
announced exchange consideration of (i) $134.50 cash, and (ii) 458
shares of common stock per $1,000 principal amount of Notes
validly tendered and not withdrawn in each Exchange Offer, for a
total amount of exchange consideration (excluding interest, fees
and other expenses in connection with the Exchange Offers) of
approximately $7.4 million cash and approximately 25.1 million
shares of common stock.

The approximately $54.8 million aggregate principal amount of
Notes to be exchanged includes approximately $5.9 million
principal amount of Notes tendered by notice of guaranteed
delivery.  Noteholders who tendered their Notes by delivering a
notice of guaranteed delivery prior to the expiration of the
Exchange Offers must deliver the related Notes and required
documents to the depositary within three business days of their
execution of the notice of guaranteed delivery.

"I am pleased we completed the Exchange Offers with a substantial
portion of outstanding Notes tendered and am encouraged by the
confidence continuing holders of our Notes have in the prospects
of the Company moving forward," said James A. Bianco, M.D., CEO of
the Company.  "This transaction will significantly clean up our
balance sheet, decrease our ongoing expenses with the elimination
of approximately $54.8 million of debt, reduce our annual interest
expense by approximately $3.4 million, and increase our
shareholder's equity.  In addition, this transaction should make
the Company a more attractive opportunity for biotechnology
investors and position us well as we move to complete the
submission of our New Drug Application for pixantrone to treat
relapsed and refractory, aggressive non-Hodgkin's lymphoma to the
U.S. Food and Drug Administration this month."

The Company expects to accept for exchange the approximate
principal amount of each series of Notes:

     (i) $13,537,000, or 24.6%, of the $55,150,000 aggregate
         Outstanding principal amount of 4% Convertible Senior
         Subordinated Notes due 2010;

    (ii) $12,087,000, or 52.6%, of the $23,000,000 aggregate
         outstanding principal amount of 5.75% Convertible Senior
         Notes due 2011;

   (iii) $5,500,000, or 78.6%, of the $7,000,000 aggregate
         Outstanding principal amount of 6.75% Convertible Senior
         Notes due 2010;

    (iv) $23,358,000, or 69.8%, of the $33,458,000 aggregate
         outstanding principal amount of 7.5% Convertible Senior
         Notes due 2011; and

     (v) $335,000, or 100.0%, of the $335,000 aggregate
         Outstanding principal amount of 9.0% Convertible Senior
         Notes due 2012.

As of June 16, 2009, approximately $118.9 million aggregate
principal amount of the Notes was outstanding.  Accordingly, the
aggregate principal amount of Notes that the Company expects to
exchange in the Exchange Offers represents approximately 46.1% of
the currently outstanding principal amount of Notes.

Final results for the Exchange Offers will be determined subject
to confirmation by the depositary of the proper delivery of Notes
validly tendered and not withdrawn and will be announced following
the confirmation process.

The Company expects that the settlement date for the Exchange
Offers will be Monday, June 22, 2009.  Accrued and unpaid interest
to, but excluding, the settlement date on Notes accepted for
exchange will be paid in cash.

The financial advisor for the Exchange Offers is Piper Jaffray &
Co., the information agent for the Exchange Offers is Georgeson
Inc. and the depositary for the Exchange Offers is U.S. Bank
National Association.

                     About Cell Therapeutics

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

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

                        Going Concern Doubt

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

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


CHEMTURA CORP: Sec. 341 Meeting of Creditors Adjourned to July 8
----------------------------------------------------------------
The first meeting of creditors pursuant to Section 341 of the
Bankruptcy Code in the cases of Chemtura Corporation and its
Debtor-affiliates has been adjourned to July 8, 2009, at 2:30
p.m., at the Office of the United States Trustee, at 80 Broad
Street, 4th Floor, in New York.

A representative of the Debtors will appear at the Section 341
meeting for the purpose of being examined under oath, says M.
Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York.
Creditors are welcome, but are not required, to attend the
meeting.

The Section 341 meeting was initially set for June 17.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Seeks Extension of Period to Remove Civil Actions
----------------------------------------------------------------
Chemtura Corp. and its affiliates are parties to about 2,200
civil actions pending in various state and federal courts.
Several of these civil actions are subject to removal pursuant to
Section 1452 of the Judiciary and Judicial Procedures Code, which
provides that a party may remove any claim or cause of action in
a civil action other than a proceeding before the United States
Tax Court or a civil action by a governmental unit to enforce the
governmental unit's police or regulatory power to the district
court for the district where the civil action is pending, if that
district court has jurisdiction of the claim or cause of action
under Section 1334 of the Judiciary and Judicial Procedure.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
relates that since the Petition Date, the Debtors have worked
diligently on a number of critical matters and are not yet
prepared to decide which, if any, of the civil actions they will
seek to remove.  She says the Debtors and their professionals
have focused on, among other things:

  * stabilizing their business operations and addressing
    numerous vendor issues;

  * obtaining final approval of their DIP financing agreement;

  * preparing their schedules of assets and liabilities and
    statements of financial affairs, which is a time-consuming
    undertaking given the Debtors' size, complexity, and limited
    personnel;

  * responding to due diligence requests of the Official
    Committee of Unsecured Creditors; and

  * developing a comprehensive approach to the Debtors'
    environmental liabilities.

Accordingly, the Debtors sought and obtained the approval of
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which
they must remove civil actions until the earlier of:

  (a) the entry of a Chapter 11 plan confirmed in their cases;
      or

  (b) 60 days after the appointment of a Chapter 7 trustee.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: To Seal Portions of Schedules and Statements
-----------------------------------------------------------
Chemtura Corp. and its affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to file
certain portions of their Schedules of Assets and Liabilities and
Statements of Financial Affairs under seal pursuant to Section
107(b) of the Bankruptcy Code.  The Debtors also ask the Court to
rule that "confidential information" will remain confidential and
under seal, and will not be made available to anyone without the
Debtors' consent or further Court order.

Section 107(b) of the Bankruptcy Code provides courts with the
power to issue orders that will protect entities from potential
harm that may result from the disclosure of certain confidential
information.

The Debtors specifically seek to file under seal versions of
their Schedules and Statements that contain information related
to employee compensation data and transfers in settlement of
certain litigation claims.  They propose to file redacted
versions of the Schedules and Statements that provide a more
limited set of information, but stop short of revealing
Confidential Information, including the precise amounts of
transfers or claims.

The Debtors also propose to provide unredacted versions of the
Schedules and Statements, including all Confidential Information,
to the Office of the United States Trustee for Region 2, counsel
to the Official Committee of Unsecured Creditors, and counsel to
the agent for the Debtors' secured lenders.

The Confidential Information falls well within the scope of
commercial information that may be protected under Section
107(b)(1), asserts M. Natasha Labovitz, Esq., at Kirkland & Ellis
LLP, in New York.  With respect to the Confidential Information
related to employee salary and other obligations, Ms. Labovitz
notes that publicly filing information by which a competitor
could calculate or derive the level of compensation and other
benefits provided to the Debtors' employees would leave the
Debtors exposed to cherry-picking of their most valuable
employees by competitors.

The Debtors believe that the proposed format for disclosure of
information is carefully tailored to provide appropriate levels
of information in their cases while still maintaining
confidentiality of commercial information where truly necessary.

Chemtura Corporation filed its schedules and statements June 11,
2009.  The Debtor filed redacted information regarding payments it
made to individuals who are insiders of the company as exhibit to
the SOFA it filed with the Court.  The order on the request has
not been made available as of press time.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Files Schedules of Assets & Liabilities
------------------------------------------------------
A.   Real Property
      Land, building and fixtures,
       in Middlebury and Naugatuck, CT              $3,005,294
      Former plant site in:
        Cleveland, OH                                  180,914
        Painesville, OH                                436,148
        Columbia, LA                                     3,758
        Indianapolis, IN                               700,000
        New Orleans, LA                              3,115,500
        Harvey, LA                                  10,636,300
      Former tank farm in Bakersfield,                  12,109
      Former water pump station in Beac                  5,011
      Land in Geismar, LA                              Unknown
      Former R&D site, in Bethany, CT                  351,270
      Manufacturing facility in:
        Mapleton, IL                                    22,125
        Bay Minette, AL                                175,768
        Gastonia, NC                                 2,147,840
        East Hanover, NJ                             6,678,584
        Hahnville, LA                                7,115,471
        Fords, NJ                                   12,208,583
        Morgantown, WV, NJ                          14,247,872
        Perth Amboy, NJ                             25,014,160

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
      ABN AMRO Bank N.V. (NY)                          761,309
      Bank of America, Southbury, CT                    12,112
      Citibank N.A., concentration                     306,577
      Citibank N.A., concentration                   7,423,220
      Citibank N.A., lockbox                           621,579
      JP Morgan, New York                                8,329
B.3  Security Deposits
      Allegheny Power                                  136,327
      State of West Virginia                            10,186
      USA Container                                     62,250
B.5  Books, pictures, art objects
      Furniture, Fixture, Artwork                      112,379
      Stamford Art Assets - American E                  13,091
      Kaoud Oriental Rugs                               69,416
      Stamford Art Asset - Galleri Sev                  14,000
      Stamford Art Asset - Naga Antiqu                  13,279
      Others                                            14,308
B.9  Interests in Insurance Policies                    Unknown
B.13 Business Interests and stocks
      Chemtura Holding Company                     237,640,374
      Chemtura Holdings GMBH                        75,759,859
      Chemtura Holding Mexico SA de CV              20,196,417
      KEM Manufacturing Corporation                 11,000,500
      Chemtura Europe Limited (UK)                   5,761,939
      Chemtura Chemicals (Nanjing) Comp              8,000,000
      Chemtura Belgium NV                            4,243,000
      Chemtura Industria Quimica do Bra              9,475,405
      Chemtura Korea Inc.                            5,838,484
      Chemtura Quimica Argentina SACI                3,529,495
      GT Seed Treatment, Inc.                        6,908,348
      Monochem Inc.                                  3,198,007
      Uniroyal Chemical Company Ltd.                 7,000,000
      Uniroyal Chemical Taiwan Ltd.                  8,540,803
      Others                                        74,424,886
B.14 Interests in partnerships
      Diakhem Technologies, 30%                   Undetermined
      NPC Services Inc., 12.75%                             13
      Rubicon LLC, 50%                               8,181,840
B.16 Accounts Receivable
      Trade Accounts Receivable, net               132,155,441
      Non-trade receivales                         391,118,545
      Intercompany receivables                       4,803,742
      Less: A/R/ Allowance and reserves             (4,950,702)
B.18 Other Liquidated Debts
      CT Department of Revenue Services                616,081
      Deferred Purchase Price Receivabl                427,778
      Department of Treasury Refund                    300,469
      Insurance Receivable                             253,325
      Insurance Receivable on notes fro              1,011,826
      Long-term notes receivable                     2,861,644
      Long-term secured notes receivables
       from PMC-Biogenex                             6,901,665
      Long-term unsecured notes receiva
       from PMC-Biogenex                             5,000,000
B.21 Other Contingent & Unliquidated Claims
    Tax refund
      Department of the Treasury                       Unknown
      T. Hughes                                          1,800
    Estimated tax refund
      Iowa Department of Revenue                        90,000
      Florida Department of Revenue                      4,607
      Idaho State Tax Commission                         5,910
      Minnesota Revenue                                  1,067
      Montana Department of Revenue                      1,776
      New Jersey Division of Revenue                     2,920
      New Jersey Division of Revenue                       444
      New Jersey Division of Revenue                   231,311
      North Dakota Office of State Tax                   6,515
      NYS Corporation                                      447
B.22 Patents
      Patents                                       30,069,043
      Trademarks                                    37,308,967
      Copyrights                                             0
B.23 Licenses, Franchises and General
      Carboxin re-registration                       1,320,603
      Etridiazole -NA re-registration                2,187,727
      Etridiazole -(Terrazole) re-registration         951,907
      Maleic Hydrazide -EAME reregistration          1,135,579
      Propargite -NA reregistration                  1,442,701
      Propargite -NA reregistration in               1,667,326
      Lindane Re-registration - USA                    864,912
      Quizalofop - P-tefuryl re-registration           812,903
      Others                                         6,212,204
B.24 Customer lists
      Anderol customer relationships                16,854,444
      Customer lists GESC-Olefins & Sty              1,353,755
      Customer lists GESC-vinyl additives            5,850,671
      Hatco customer relationships                     684,445
B.25 Vehicles                                           222,206
B.28 Office equipment, furnishings and               43,808,038
B.29 Machinery                                      101,652,031
B.30 Inventory
      Raw materials                                 38,776,215
      MRO (stores)                                   3,416,852
      Work-in-process                                4,687,581
      Finished goods                                99,897,160
B.35 Other Personal Property
      Construction-in-progress                      11,928,816
      Deferred expenses - Project Jupiter              186,081
      Escrow deposit - antitrust settle             22,377,000
      Export vendor rebate receivable                  240,035
      Leasehold improvements                        13,024,266
      PPD Insurance                                  2,524,979
      Prepaid expenses                               9,733,331
      Other receivables                                167,149

     TOTAL SCHEDULED ASSETS                     $1,587,539,977
     =========================================================

C.   Property Claimed as Exempt                              $0

D.   Secured Claim
      Citibank N.A., as agent for Credit
      Agreement dated July 31, 2007                 52,732,482
      Kinder Morgan Terminals - Delta                   34,843
      Baxter Harris Carolina                            29,933
      USA Container                                     23,394
      Ventura Transfer Company                          19,764
      American Warehousing Systems                       1,402
      Gray Distribution                                    571

E.   Unsecured Priority Claims
      CT Department of Revenue Services                  2,536
      CT Department of Revenue Services              1,147,027
      CT Department of Revenue Services                134,949
      PA Department of Revenue                              50
      Alabama Department of Revenue                    Unknown
      Florida Department of Revenue                    Unknown
      Georgia Department of Revenue                    Unknown
      Indiana Department of Revenue                    Unknown
      Louisiana Department of Revenue                  Unknown
      Michigan Department of Treasury                  Unknown
      Mississippi State Tax Commission                 Unknown
      NC Department of Revenue                         Unknown
      NJ Division of Tax                               Unknown
      NY State Dep't. of Tax & Finance                 Unknown
      Ohio Department of Taxation                      Unknown
      Oregon Department of Revenue                     Unknown
      PA Department of Revenue                         Unknown
      SC Department of Taxation                        Unknown
      Tennessee Department of Revenue                  Unknown
      Texas Comptroller of Public Accts                Unknown
      Washington State Dep't of Revenue                Unknown
      CT Department of Revenue Services           Unliquidated
      Department of the US Treasury               Unliquidated
      Jefferson Parrish (LA)                      Unliquidated
      NJ Department of Taxation                   Unliquidated
      St Charles Parish (LA)                      Unliquidated
      State of Kentucky                           Unliquidated
      TN Department of Revenue                    Unliquidated

F.   Unsecured Non-priority Claims
      Unsecured claims                           3,434,391,801
        See: http://bankrupt.com/misc/Chemtura_SALF1.pdf
      Employee claims                                4,844,448

     TOTAL SCHEDULED LIABILITIES                $3,493,363,200
     =========================================================

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Files Statement of Financial Affairs
---------------------------------------------------
Stephen C. Forsyth, executive vice president and chief financial
officer of Chemtura Corporation, disclosed that the company
reported income during the two years immediately preceding the
Petition Date:


  Period              Source                       Amount
  ------              ------                  --------------
  01/01/09 - 03/18/09 Operating Income          $213,062,354
  2008                Operating Income        $1,386,798,333
  2007                Operating Income        $1,559,403,254

Chemtura Corporation also earned income and incurred loss from
sources other than from operation of its business during the two
years immediately prior to the Petition Date:

  Period              Source                      Amount
  ------              ------                    ------------
  01/01/09 - 03/18/09 Other Income                  $740,532
  2008                Other Income              ($17,765,090)
  2007                Other Income              ($12,678,958)

The company made payments to creditors within 90 days immediately
before the Petition Date, a list of which can be accessed at no
charge at http://bankrupt.com/misc/Chemtura_SOFA3b.pdf

Moreover, within one year immediately preceding the Petition Date
Chemtura Corporation made payments to creditors who are insiders,
a list of which is available for free at:

        http://bankrupt.com/misc/Chemtura_SOFA3c.pdf

During the one year prior to the Petition Date, Chemtura
Corporation was a party to several lawsuits, a list of which is
available for free at:

        http://bankrupt.com/misc/Chemtura_Sofa4a.pdf

The schedule includes lawsuits that were filed against Uniroyal,
Inc. but that involve liabilities assumed by Uniroyal Chemical
Company, Inc., which was spun off from Uniroyal and subsequently
acquired by the Debtors, and for which UCCI agreed to defend and
indemnify Uniroyal Inc. pursuant to the Restated Assumption of
Liabilities and Indemnification Agreement, dated as of Oct. 27,
1985.  In addition, the Debtors have not listed lawsuits that
have been filed against UCCI but that involve liabilities that
were not assumed by UCCI and for which Uniroyal Inc. has agreed
to defend and indemnify UCCI.

Due to the significant number of litigation and other cases
involving the company, it did not include cases that were active
within a year prior to March 18, 2009, but which were resolved
before the Petition Date, as it would be unduly burdensome to
separately identify each of the cases.

Within one year before the Petition Date, the Company gave gifts
to certain parties, a list of which can be accessed at no charge
at http://bankrupt.com/misc/chemtura_SofaA7.pdf

In July 2008, the Company incurred $53,398 in losses for a
urethane mining tire that was damaged while in transit.

Chemtura Corporation made payments, aggregating $5,046,092, for
itself and its subsidiaries for consultation concerning debt
consolidation, relief under the bankruptcy law or preparation of
a petition during the year prior to the Petition Date:

    Firm                                     Amount
    -------                                ----------
    Kirkland and Ellis LLP                 $2,400,000
    Lazard Freres and Company LLC           1,500,000
    Capstone Advisory Group LLC               451,539
    Alvarez and Marsal Holdings               300,000
    Great American Group                      190,000
    Joele Frank Wilkinson Brimmer             124,944
    Kurtzman Carson Consultants LLC            63,087
    Shearman & Sterling                        16,522

Within two years immediately preceding the Petition Date,
Chemtura Corporation transferred three environmental penalty
settlements and shares held in Chemtura (Danyang) Auxiliary
Company Limited Corporation, a list of which is available for
free at:

        http://bankrupt.com/misc/chemtura_Sofa10A.pdf

In March 2009, the Company made set offs with three creditors:

    Creditors                               Amount
    ---------                             ----------
    PMC Biogenix Inc.                     $1,165,957
    Chevron Phillips Chemical Co LP          172,694
    Eastman Chemical Co.                     154,665

Chemtura Corporation is or was a party to administrative
proceedings, including settlements or orders involving
environmental laws, a list of which is available for free at:

       http://bankrupt.com/misc/chemtura_Sofa17C.pdf

Within six years to the Petition Date, Chemtura Corporation owns
at least 5% of the voting or equity securities in more than 70
companies, a list of which is available for free at:

       http://bankrupt.com/misc/chemtura_Sofa18A.pdf

Within two years immediately prior to the Petition Date, these
bookkeepers and accountants supervised the keeping of Chemtura
Corporation's books of accounts:

    Officer           Title                    Period
    -------           -----                    -------
David Bonczek         Asst. Corporate       04/28/08 -
                      Controller            Petition Date

James T. Bagley       Controller, Corp      Two years prior to
                      Accounting Services   Petition Date

Jennifer L. Sullivan  Asst. Corporate       Two years prior to
                      Controller            Petition Date

Kevin V. Mahoney      SVP, Controller       Two years prior to
                                            Petition Date

Michael C. Paul       Controller,           Two years prior to
                      Western Hemisphere    Petition Date

KMPG LLP, in Stamford, Connecticut, audited the Company's books
of accounts and records within two years immediately before the
Petition Date.  These officers and directors hold at least 5% of
the voting or equity securities of Chemtura Corporation:

          http://bankrupt.com/misc/chemtura_Sofa21B.pdf

Moreover, these officers and directors were terminated within one
year before the Petition Date:

    Officer          Title                    Date
    -------          -------                  -------
  Robert A. Fox      Director                 02/27/09
  Edward P. Garden   Director                 03/11/08
  Mack G. Nichols    Director                 05/14/08
  C.A. Piccolo       SVP, Gen. Counsel
                     and Secretary            01/16/09
  Robert L. Wood     President, CEO and
                     chairman of the board    12/08/08

                        About Chemtura Corp

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

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

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

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


CHRYSLER LLC: Canadian Dealers Left Without Vehicles
----------------------------------------------------
Chrysler Group LLC will start producing vehicles at its seven
assembly plants on June 29, 2009, but some of its Canada-based
dealers complained they can't buy new vehicles as they can't
obtain the financing they need, Globe and Mail reported.

The dealers said that while inventories have fallen to minimal
levels, many of them can't order new vehicles as they are still
awaiting financing approval from GMAC LLC, which is scheduled to
take over dealership financing from Chrysler Financial Canada, the
report said.

Inventories at dealerships have fallen in part because Chrysler
LLC's North American plants were closed down shortly after the
automaker's U.S. operations were granted bankruptcy protection on
April 30, choking off the flow of new vehicles, Globe and Mail
reported.

One dealer reportedly said that it could not purchase vehicles
because the dealership can't obtain so-called floor plan loans to
fund the purchase of new vehicles from Chrysler Canada Inc.  Some
dealers said GMAC approval is being delayed amid a dispute between
Chrysler Canada and Chrysler Canada Financial.

Chrysler Canada spokeswoman Mary Gauthier said financing for a
number of Canadian dealerships has already been switched to GMAC
and that they "expect to transition the balance shortly."

Ms. Gauthier declined to say many dealerships have been switched
to GMAC.  She also refused to comment on any dispute between
Chrysler Canada and Chrysler Financial Canada.

                        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)


CHRYSLER LLC: Fiat Unveils Plan For Larger Share In India
---------------------------------------------------------
Fiat S.p.A., the Italy-based automaker that acquired most of
Chrysler LLC's assets, disclosed plans to increase its share of
India's automobile market and hinted it may also offer Chrysler
models to the country's middle class, Agence France-Presse
reported.

Fiat-India CEO Rajiv Kapoor told reporters during the launching of
Grande Punto in India that he hoped the hatchback would help the
company capture a market share of 11% to 12%, the report said.

The car has been priced at 400,000 rupees (US$8,900) in a move to
challenge the dominance of mid-sized models of Maruti Suzuki, AFP
reported.

Mr. Kapoor said Fiat projected a monthly sale of 2,500 units of
the four-door Punto, which has sold 1.6 million units since its
2005 launch in Europe.  He also raised the possibility of offering
Chrysler models to the Indian market in future.

                        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)


CHRYSLER LLC: Deadline for Filing Schedules Moved to August 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has further extended the time within which Chrysler LLC and its
affiliates must file their schedules of assets and liabilities and
statements of financial affairs through and including August 13,
2009, without prejudice to the Debtors' right to seek further
extensions of the deadline.

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)


CHRYSLER LLC: More Pacts to Be Assigned to Fiat-Owned Company
-------------------------------------------------------------
Chrysler LLC and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York official notices dated
June 14 and 16, 2009, disclosing the agreements they intend to
assume and assign to New Carco Acquisition LLC.  Copies of the
Notices are available without charge at:

http://bankrupt.com/misc/ChryslerAssignedContracts_061409_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061609_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061709_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061809_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061809_2.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_061809_3.pdf

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

                    More Objections Filed

(A) American Express

American Express Travel Related Services Company, Inc., argues
that the Debtors do not accurately state the cure cost due to
American Express under the parties' Corporate Services Commercial
Account Agreement, effective as of January 7, 2008.  The Debtors
seek to assume and assign the Account Agreement to the New
Chrysler, with the proposed cure amount pegged at $19,133.
American Express tells Judge Gonzalez that it is owed $1.8 million
in cure costs.

While American Express avers it does not object generally to the
sale to New Chrysler or the assumption and assignment of the
Account Agreement, it does object to the cure cost listed on the
Debtors' assumption notice.  To the extent that the parties can
reach agreement on the correct amount, American Express says it
will withdraw its objection.

(B) CGLIC and LICA

Connecticut General Life Insurance Company and Life Insurance
Company of America relate that CGLIC and the Debtors are parties
to an Administrative Services Only Agreement and a New Jersey
Temporary Disability Benefits Policy, pursuant to which CGLIC
provides healthcare claim administrative and insurance services to
the Debtors and their employees in connection with the Debtors'
employee healthcare benefits plan.

In response to an assignment notice filed by the Debtors on
May 22, 2009, CGLIC timely filed an objection based on inadequate
assurance of future performance grounds as well as inaccuracies in
the cure amount proposed by the Debtors, says Jeffrey C. Wisler,
Esq., at Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware.
He notes that CGLIC's objection is not resolved and remains
pending.

Mr. Wisler avers that CGLIC cannot determine whether the Debtors
propose to assume and assign the Agreements based on the
ambiguities contained in a designation notice filed on June 11,
2009.  To the extent that the June 11 Notice does relate to the
Agreements, CGLIC objects to the purported assumption and
assignment of the Agreements.  CGLIC submits that the Debtors must
not be permitted to assume and assign the Agreements unless and
until CGLIC's Objection is resolved, either by agreement of the
parties or by further Court order.

(C) Hitchiner

Hitchiner Manufacturing Co., Inc., objects to the Debtors' notice
proposing assumption and assignment of contracts relating to
Hitchiner because (i) the notice is unclear exactly which
contracts the Debtors seek to assume and assign, (ii) Hitchiner
cannot determine what the applicable cure costs would be, and
(iii) neither the assignment notice nor the contract procedures
set forth in the bidding procedures in the sale of the Debtors'
assets clearly provide for the payment and cure of all prepetition
and postpetition defaults at the time of assumption or otherwise
provide adequate assurance of payment as required by Section
365(b)(1) of the Bankruptcy Code.

Hitchiner also informs Judge Gonzalez that it has requested from
the Debtors information regarding exactly which contracts are
subject to the notice and the method by which the cure costs were
calculated.  The Debtors and Hitchiner have engaged in
discussions, but have not reached agreement as of June 16, 2009.

(D) BNSF

Contrary to the Debtors' notification that they do not owe any
amount to BNSF Railway Company, BNSF contends that the proper cure
amount owed to it is $648,086.  BNSF reserves the right to seek
payment, in full, in cash, of all amounts that accrued or will
accrue, if any, between the Petition Date and the date its
contract with the Debtors is assumed and assigned.

                    Withdrawn Objections

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

The Withdrawing Parties are:

  -- ABC Group Inc.;
  -- Aon Consulting, Inc.;
  -- Avibank Manufacturing, Inc., dba AVK Industrial Products;
  -- BASF Corporation and BASF Catalysts LLC;
  -- BBi Enterprises Group, Inc.;
  -- Behr America, Inc., and certain of its affiliates;
  -- Cadillac Products Automotive Co.;
  -- Carl Zeiss, Inc., et al.;
  -- Castrol Industrial N.A.;
  -- CDI Corporation, aka CDI Information Services;
  -- Computer Sciences Corporation;
  -- Continental Structural Plastics, Inc.;
  -- Convergys Customer Management Group, Inc.;
  -- Dealer Tire, LLC;
  -- Gates Corporation, et al.;
  -- Grupo Antolin North America Inc.;
  -- JTEKT Automotive South Carolina, Inc., et al.;
  -- Katayama American Co. Inc. and Katayama Kogyo;
  -- KUKA AG, formerly known as IWKA AG, et al.;
  -- Kumho Tires USA, Inc.;
  -- Martinrea International, Inc.;
  -- Metzeler Automotive Profile Systems;
  -- Microimaging, Inc.;
  -- Mitsubishi Motors North America, Inc.;
  -- Modine Manufacturing Company;
  -- NSK Corporation;
  -- NSS Technologies, Inc.;
  -- OEM Systems, L.L.C.;
  -- PGW, LLC;
  -- Pierburg, Inc.;
  -- Pyeong HWA Automotive Co., Ltd.;
  -- QQuest Corporation;
  -- SABIC Innovative Plastics US LLC;
  -- SAS Institute Inc.;
  -- Sensia Healthcare;
  -- Shuert Industries, Inc.;
  -- SKF USA Inc. and Peer Bearing Company;
  -- SPX Corporation and SPX Filtran LLC;
  -- Stillwater Designs & Audio, Inc.;
  -- Synova, Inc.;
  -- The Alpha Group, also known as Washers, Inc.;
  -- The Epitec Group, Inc.;
  -- Trico Products Corporation;
  -- United Road Services;
  -- Valeo, Inc., and Valeo S.A.;
  -- Verizon Communications Inc.;
  -- Visiocorp USA Inc.;
  -- VM Motori S.p.A.; and
  -- Yasunaga Corporation.

Superior Industries International, Inc., conditionally withdraws
its objection to the Debtors' notice of assumption and assignment
of certain executory contracts and unexpired leases.  The
withdrawal is conditioned upon the Debtors' agreement to a higher
cure amount as reflected in a separate agreement entered into
between Superior and the Debtors.

The Court granted the request of The Waggoners Trucking to
withdraw its objection to the proposed cure amounts.  Waggoners'
objection is, therefore, deemed withdrawn.

                        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)


CHRYSLER LLC: Faces Objection to New Governance Structure
---------------------------------------------------------
Chrysler LLC and its affiliates sought authority from the U.S.
Bankruptcy Court for the Southern District of New York to:

  (a) implement a new governance structure, to take effect after
      the closing of the Fiat sale transaction, and to modify
      the current operating agreement of Old Carco LLC, formerly
      known as Chrysler LLC, as detailed in the proposed Fifth
      Amended and Restated Limited Liability Company Operating
      Agreement Old Carco LLC;

  (b) release the Debtors' current and former officers and
      directors from certain liabilities; and

  (c) obtain replacement directors and officers liability
      insurance.

On June 5, 2009, the Court authorized certain Debtors to enter
into a "Settlement Agreement III."   The agreement is among
Daimler North America Finance Corporation, Daimler Investments US
Corporation, Daimler AG, CG Investment Group LLC, CG Investor LLC,
Chrysler Holding LLC, Carco Intermediate Holdco I LLC, Chrysler
LLC and Pension Benefit and Guarantee Corporation.

The Settlement Agreement provides for the release of claims
against various parties and provides that the Debtors' release of
the Daimler Parties will be effective only until the later of (i)
45-calendar days after its approval, unless the Official Committee
of Unsecured Creditors delivers to the Debtors a written demand
for the Debtors to bring a claim against the Daimler Parties as
set forth in a proposed complaint, and (ii) 25 calendar days after
the delivery of the Committee Demand, unless the Creditors
Committee has filed in the Court the Committee Complaint.

The Creditors Committee and the Ohio tax department objected to
the request.

(A) Creditors Committee

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, tells the Court that the 45-day period was negotiated
by the Creditors Committee to allow it to investigate any
potential claims against the Daimler Parties, and certain of the
Management Released Parties.

The approval of the Releases should be adjourned until after the
Creditors Committee concludes its investigation against the
Daimler Parties, Mr. Mayer contends.  He argues that it would be
improper to release the Management Released Parties before the
Creditors Committee has concluded its investigation and has
reviewed the Management Released Parties' role in the potential
claims against the Daimler Parties.

The Creditors Committee, hence, asks Judge Gonzalez to approve the
D&O Release until after it has completed its investigation that
will not occur prior to July 20, 2009, at which time it will be in
a better position to reach an informed conclusion on the propriety
of the D&O Release.

Mr. Mayer further argues that the Oldco Operating Agreement should
provide that the Creditors Committee has the right to designate at
least one manager to Oldco's board of managers because with the
sale of substantially all of the Debtors' assets, it is
undisputable that the estates of Old Carco are liquidating for the
benefit of creditors.

(B) State of Ohio

The Department of Taxation of the state of Ohio lodged a limited
objection to the request asking the Court to direct the Debtors to
include certain language to clarify the intent of the Release.  In
the alternative, the State asks the Court to deny the proposed
Release at this time and as presented.

Victoria D. Garry, Esq., assistant attorney general for the State,
relates that the Debtors' counsel has continued indefinitely as to
Ohio and other states through the National Association of
Attorneys General the deadline for filing objection and responses
to the request to continue to negotiate certain language that
addresses concerns of the States regarding the D&O Release from
third party liability.

Ms. Garry contends that the language set forth in the proposed
Release fails to clearly state that the release does not extend to
third party obligations.  She notes that many state and federal
laws make certain "responsible persons" and officers personally
liable for certain unpaid corporate obligations, like unpaid sales
and use taxes.  She points out that it would be clearly
inappropriate for the Debtors to attempt to release any
obligations owed to third parties via the request.

By referencing only the United States in the definition of claims
under Section 101 of the Bankruptcy Code, the language may be
inferred to release any personal obligations owed to the States,
Ms. Garry asserts.  The state of Ohio, therefore, asks the Court
to have this paragraph added to the D&O Release:

   "For further clarity, nothing in this Release shall be deemed
    to affect the ability of any Entity to assert its own
    statutory or contractual rights against the Management
    Released Parties, where such rights do not depend on being
    granted the authority to exercise the rights of CarCo or any
    of its debtor or non-debtor Subsidiaries or the Estates.
    Such independent rights include, but are not limited to, an
    Entity's rights to assert personal liability against a
    Management Released Person for unpaid taxes of CarCo or any
    of its debtor or non-debtor Subsidiaries or the Estates
    under any guarantees, indemnity, or co-liabilities provided
    by any Management Released Person that run independently to
    such Entities."

                       Debtors Talk Back

Old Carco LLC, formerly known as Chrysler LLC, and its debtor-
subsidiaries submit a reply memorandum in support of the request
containing a revised proposed post closing governance structure to
accommodate concerns expressed by Cerberus Capital Management,
L.P., the ultimate parent of Old Carco's members.  The Debtors
have also revised the language of the proposed D&O Release to
accommodate concerns expressed by the NAAG and the Creditors
Committee, and to reflect corresponding revisions to the language
of the release approved by the Court as part of the Settlement
Agreement.

A full-text copy of the revised Old Carco Operating Agreement and
D&O Release is available for free at:

http://bankrupt.com/misc/Chrysler_OperatingPact_Rev061709.pdf

On behalf of the Debtors, Corinne Ball, Esq., at Jones Day, in New
York, argues that the Creditors Committee has no right to demand
changes to Old Carco's governance structure because whatever
rights and role the Creditors Committee has to participate in the
liquidation governance process are established by the Bankruptcy
Code, and are unaffected by the proposed reduction in the size of
Old Carco's Board of Managers.  She insists that the Creditors
Committee has no legal basis on which to demand that it be given
the right to designate anyone to that Board.

"Indeed, neither the DIP Lenders nor the first lien lenders, which
together hold billions of dollars of claims with priority over the
claims of general unsecured creditors, have requested the right to
designate Board members, and, in any event, the Debtors proposed
modifications contemplate that one of the New Managers will be
appointed in consultation with the [Creditors Committee], the DIP
Lenders, and the first lien lenders," Ms. Ball tells Judge
Gonzalez.

Approval of the D&O Release at this time is in the best interests
of the Debtors' bankruptcy estates because the scope of the
proposed release has been narrowed to exclude liability for
willful misconduct and fraud, Ms. Ball asserts.  She adds that the
D&O Release will facilitate the Creditors Committee's
investigation of potential claims against the Daimler Parties.
The Debtors, therefore, ask the Court to overrule all objections
and grant the request.

                 Revised Release is Too Broad,
                   Michigan Treasury Insists

"The revised released language is still too broad, is not what
Michigan Treasury agreed to and is inconsistent with current
bankruptcy law and Michigan law," Michael A. Cox, Esq., Attorney
General for the Department of Treasury of the State of Michigan
tells Judge Gonzalez.  He argues that the revised language would
release obligations the corporate officers may have to file tax
returns and remit payment for any taxes due, which is clearly
inappropriate and in contravention of Michigan law.

The Michigan Treasury further objects saying that even if the
release clause is ultimately deemed appropriate, it is not
appropriate for entry at this stage in the bankruptcy cases.  Mr.
Cox contends that the proposed Release covers both past and future
conduct at a time when those parties still remain in control of
the Debtors' ongoing operations, and purports to release conduct
that may not be known or discoverable at this time.

"[T]he suggestion that the directors and officers must receive a
release because they have been working hard, or because their
salaries in recent months may have been somewhat limited by virtue
of the federal funding that has allowed Chrysler to survive to
this point, provides no justification for a release," Mr. Cox
points out.

The Michigan Treasury believes that any release, when and if
eventually granted, should list the specific persons being
released.  At this point, it cannot readily be determined even how
many people are being released, much less who they are, Mr. Cox
asserts.

The Michigan Treasury, thus, asks (i) the Court to deny the
approval of the proposed Release, or in the alternative, (ii) that
the Court hold that nothing in the Release will be deemed to
affect the ability of Michigan Treasury to assert its own
statutory or contractual rights against the Management Released
Parties.

                        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)


CHRYSLER LLC: To Seal Some Documents on Dealership Rejections
-------------------------------------------------------------
Chrysler LLC previously sought a ruling from the U.S. Bankruptcy
Court for the Southern District of New York to confirm the
confidentiality of exhibits admitted in connection with the
hearing of its assets to a company to be 20% owned by Fiat S.p.A.,
and declaring that the documents remain under seal.

Attorney for the Debtors, Corinne Ball, Esq., at Jones Day, in New
York, says that some of those exhibits were also admitted in
connection with the hearing on the proposed rejection of the
Debtors' dealership agreements.

In light of this, Ms. Ball asks the Court that "the same
confidential treatment as requested in the [motion] be afforded
any confidential materials admitted in connection with the
rejection hearing."  She says the request would avoid any
confusion about the ongoing confidential treatment of the
materials.

                        About Chrysler LLC

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

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 40% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 59.34 cents-on-the-
dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.88 percentage points from
the previous week, the Journal relates.   The loan matures May 29,
2014.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Caa2 rating and
S&P's B- rating.

                       About Claire's Stores

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

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


CLEAR CHANNEL: Bank Debt Trades at 38% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
61.32 cents-on-the-dollar during the week ended June 19, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.71
percentage points from the previous week, the Journal relates.
The loan matures January 30, 2016.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion.

                          *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on CC Media Holdings Inc. and its
operating subsidiary, Clear Channel Communications Inc., by two
notches.  The corporate credit rating was lowered to 'CCC' from
'B-'.  The ratings were removed from CreditWatch, where they were
placed with negative implications on May 4, 2009.

"The ratings downgrade is due to uncertainty around Clear
Channel's ability to meet financial covenants in the second half
of 2009 without completing a debt exchange with senior lenders,"
explained Standard & Poor's credit analyst Michael Altberg.

In March 2009, Moody's Investors Service downgraded Clear Channel
Communications' Corporate Family Rating and Probability-of-Default
Rating to Caa3 from B2.  Moody's also downgraded the Company's
senior secured credit facilities to Caa2 from B1 and all senior
unsecured notes to Ca from Caa1.  In addition, Moody's downgraded
Clear Channel's speculative grade liquidity rating to SGL-4 from
SGL-2.  The ratings downgrade reflects Moody's belief that there
is a high probability that the company will violate its secured
9.5x leverage covenant this year, and that when this occurs, a
debt restructuring will be likely.  The outlook has been revised
to negative.  This rating action concludes the review initiated on
February 6, 2009.


CONTINENTAL ALLOYS: S&P Junks Corporate Credit Rating From 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Continental Alloys & Services Inc.; the corporate
credit rating was lowered to 'CCC' from 'B-'.  At the same time,
while the ratings remain on CreditWatch, where they were placed on
May 12, 2009, the implications were revised to developing from
negative.

"The downgrade reflects our continued expectation that weak end-
market demand for the company's products due to reduced drilling
activity in North America, will result in weaker operating results
over the next few quarters.  As a result, the company will likely
violate the leverage covenant governing its credit agreement in
the near term," said Standard & Poor's credit analyst Sherwin
Brandford.  Currently, the agreement requires the company to
maintain leverage below 3x. S&P believes that, based on its
performance expectations, leverage will increase to around 5x.  In
addition, the lower rating reflects our assessment that, given the
large amount of lenders contained in the credit agreement, a
waiver/amendment may be more problematic to achieve.

In resolving the CreditWatch listing, S&P will monitor the
company's success in obtaining a waiver and/or amendment to its
credit agreement, and discuss with management its short- and
intermediate-term business and financial strategies in light of
the challenging operating environment.  The company has begun
negotiating with lenders and expects a resolution in the near
term.


COOPERATIVE BANK: Closed on June 19; First Bank Assumes Deposits
----------------------------------------------------------------
Cooperative Bank, Wilmington, North Carolina was closed June 19 by
the North Carolina Office of Commissioner of Banks, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First Bank, Troy, North
Carolina, to assume all of the deposits of Cooperative Bank,
except those from brokers.

The 24 offices of Cooperative Bank will reopen on Monday, as
branches of First Bank.  Depositors of Cooperative Bank will
automatically become depositors of First Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until First Bank can fully
integrate the deposit records of Cooperative Bank.

Over the weekend, depositors of Cooperative Bank can access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of May 31, 2009, Cooperative Bank had total assets of $970
million and total deposits of approximately $774 million.  In
addition to assuming all of the deposits of the failed bank, First
Bank agreed to purchase approximately $942 million of assets.  The
FDIC will retain the remaining assets for later disposition.

The FDIC and First Bank entered into a loss-share transaction on
approximately $852 million of Cooperative Bank's assets.  First
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-sharing arrangement is projected
to maximize returns on the assets covered by keeping them in the
private sector.  The agreement also is expected to minimize
disruptions for loan customers.

First Bank will purchase all the deposits, except about $57
million in brokered deposits, held by Cooperative Bank.  The FDIC
will pay the brokers directly for the amount of their funds.
Customers who placed money with brokers should contact them
directly for more information on the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-5169.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/cooperative.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $217 million.  First Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  Cooperative Bank is the 39th FDIC-
insured institution to fail in the nation this year, and the
second in North Carolina.  The last FDIC-insured institution to be
closed in the state was Cape Fear Bank, Wilmington, on April 10,
2009.


COTT CORP: To Raise $300,000,000 By Issuing New Securities
----------------------------------------------------------
Cott Corporation filed with the Securities and Exchange Commission
Amendment No. 1 to Form S-3 Registration Statement.  Cott Corp.
plans to issue $300,000,000 in securities.

Cott Corp. will use the net proceeds from the sale of debt and
equity securities offered by the prospectus for the repayment of
indebtedness, to finance acquisitions or for general corporate and
working capital purposes.

The Company may issue debt securities, guarantees of debt
securities, common shares, preferred shares, depositary shares,
warrants to purchase debt securities, warrants to purchase common
shares, warrants to purchase preferred shares, warrants to
purchase depositary shares, stock purchase contracts and stock
purchase units.  The prospectus describes the general terms of the
securities and the general manner in which the Company will offer
them.  The Company will provide the specific terms of the
securities in supplements to the prospectus.

The Company may sell the securities directly, through agents,
dealers or underwriters as designated from time to time, or
through a combination of these methods.

A full-text copy of the amendment to the prospectus is available
at no charge at http://ResearchArchives.com/t/s?3e09

                         About Cott Corp.

Cott Corp. is one of the world's largest non-alcoholic beverage
companies and the world's largest retailer brand soft drink
provider.  In addition to carbonated soft drinks, Cott's product
lines include clear, still and sparkling flavored waters, juice-
based products, bottled water, energy drinks and ready-to-drink
teas.

Cott operates in five operating segments -- North America, United
Kingdom, Mexico, Royal Crown International and All Other, which
includes its Asia reporting unit and international corporate
expenses.  Cott closed its active Asian operations at the end of
fiscal year 2008.

                           *     *     *

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service changed Cott Corp.'s speculative grade
liquidity rating to SGL-3 from SGL-4.  The company's corporate
family rating of Caa1 and stable outlook remain unchanged.  The
SGL-3 rating reflects Moody's expectation that Cott would likely
maintain adequate liquidity over the next 12 months.  Moody's
notes that Cott's cash flow generation may continue to be
pressured by increasing competition and promotional activity from
national brands, loss of its exclusive relationship with Wal-Mart,
and a weak CSD market in North America.  However, the negative
pressures should be tempered somewhat by the moderating input
costs as well as the expected reduction in capital expenditures to
maintenance level over the next 12 months.  Moody's anticipates
that Cott would generate breakeven or slightly positive free cash
flow in the coming year.


COYOTES HOCKEY: Jim Balsillie Extends Offer Deadline by 3 Months
----------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Jim
Balsillie has pushed back his purchase offer for Phoenix Coyotes
by three months to September, from June 29.

As reported by the Troubled Company Reporter on June 17, 2009, the
Hon. Redfield Baum of the U.S. Bankruptcy Court for the District
of Arizona rejected Mr. Balsillie's offer to acquire Phoenix
Coyotes and move it to Canada, saying that the June 29 deadline
that Mr. Balsillie imposed for his offer to be accepted didn't
give enough time for legal issues in the case to be resolved.

Business Journal relates that the National Hockey League and
Glendale are trying to find owners that would keep the struggling
team in Arizona.  Mr. Balsillie, according to Business Journal,
said that he is willing to wait until September to acquire Phoenix
Coyotes for $212.5 million, which he said would be the highest and
best offer.  Mr. Balsillie wants Judge Baum to order mediation
with the NHL over the possible move to Canada, including a
possible relocation fee that could add another $100 million to the
purchase price, the report states.

Phoenix Coyotes, according to Business Journal, is launching a new
campaign to sell season tickets, which includes a June 25 open
house at Jobing.com Arena in Glendale, where the team will promote
partial season ticket plans.  Court documents say that the team
averaged fewer than 11,000 fans per game at the 17,900-seat
Jobing.com Arena during the 2008-09 season.  NHL has been running
the Phoenix Coyotes' front office since May, Business Journal
states.

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

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for
Chapter 11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz.
Case No. 09-09488), to implement a court-approved sale of Phoenix
Coyotes under the Bankruptcy Code.  The filing included a proposed
sale of the franchise to PSE Sports & Entertainment, LP, which
would move the franchise to southern Ontario, Canada.  Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey, LLP, assists the
Debtors in their restructuring efforts.  Dewey Ranch listed
$100 million to $500 million in assets and $100 million to
$500 million in debts.


CR-RSC TOWER: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CR-RSC Tower I, LLC
        6500 Rock Spring Drive, Suite Five
        Bethesda, MD 20817

Bankruptcy Case No.: 09-21054

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
CR-RSC Tower II, LLC                               09-21055
Second CR-RSC Tower I, LLC                         09-21057
Second CR-RSC Tower II, LLC                        09-21059

Chapter 11 Petition Date: June 18, 2009

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtors' Counsel: Stephen W. Nichols, Esq.
                  efiling@cootermangold.com
                  Cooter, Mangold, Tompert & Karas, LLP
                  5301 Wisconsin Avenue, NW, Suite 500
                  Washington, DC 20015
                  Tel: (202) 537-0700
                  Fax: (202) 364-3644

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
RSC Tower I, LLC                                 $30,000,000
c/o Penrose Group
8330 Boone Boulevard, Ste 460
Vienna, VA 22182

Hogan & Hartson, LLP                             $397,475
555 13th Street, NW
Washington, DC 20004

Camalier Limited Partnership                     $210,880
6500 Rock Spring Drive
Suite Five
Bethesda, MD 20817

Camanne Limited Partnership                      $164,013

Elizabethan Court Associates II, LP              $112,500

Elizabethan Court Associates III, LP             $80,987

Grossberg Co., LLP                               $1,265

Holland & Knight, LLP                            $995

The petition was signed by Charles A. Camalier, III.


DANA CORP: Bank Debt Trades Near 40% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 60.40 cents-on-the-
dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.20 percentage points
from the previous week, the Journal relates.   The loan matures
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's B rating.

                        About Dana Corp.

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

Dana and its affiliates filed for chapter 11 protection March 3,
2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Judge Burton Lifland of
the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on December 26, 2007.  The Debtors'
Third Amended Joint Plan of Reorganization was deemed effective as
of January 31, 2008.  Dana Corp., starting on the Plan Effective
Date, operated as Dana Holding Corporation.

                         *     *     *

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


DBSD NORTH: Court Sets June 30 General Claims Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established June 30, 2009, at 5:00 p.m. (prevailing Eastern
Time) as the deadline for the filing of proofs of claim, including
claims pursuant to section 503(b)(9) of the Bankruptcy Code, in
DBSD North America, Inc., et al.'s bankruptcy cases.

The governmental unit claims bar date is November 11, 2009, at
5:00 p.m. (prevailing Eastern Time).

All proofs of claim must be filed so as to be actually received by
The Garden City Group, Inc., the Debtors' notice and claims agent
appointed by the Court, on or before the applicable bar date, at
one of the following addresses:

  If by mail:

  The Garden city Group, Inc.
  Attn: DBSD North America, Inc.
  P.O. Box 9000 #6530
  Merrick, New York 11566-9000

  If by hand delivery or overnight courier:

  The Garden city Group, Inc.
  Attn: DBSD North America, Inc.
  105 Maxess Road
  Melville, New York 11747

Facsimile and eletronic mail submissions will not be accepted.

                   About DBSD North America Inc.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
represent the Debtors as counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DBSI E-470: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: DBSI E-470 East LLC
        12426 W. Explorer Drive
        Boise, ID 83713

Bankruptcy Case No.: 09-12117

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Douglas L. Swenson.


DBSI INC: Used Money From New Investors to Pay Older Obligations
----------------------------------------------------------------
John Miller at The Associated Press reports that court-appointed
investigators have found evidence that DBSI Inc. used money from
new investors to pay financial obligations to those who had
previously bought into the Company.

The AP quoted David Baldwin, whose Delaware law firm represents
Idaho Department of Finance's interests in the case, as saying,
"At least as early as 2006, DBSI was being kept afloat by new
investor money so they could pay older obligations."

According to The AP, the state of Idaho had alleged in a separate
state 4th District Court lawsuit that DBSI engaged in a Ponzi
scheme, and the Idaho Department of Finance's lawyers said that
the preliminary review by investigators appears to confirm those
allegations.

The AP relates that after DBSI failed, Idaho asked the bankruptcy
court to appoint a team of lawyers and forensic accountants to
scrutinize accounting records kept by the Company's majority
owner, Douglas Swenson.

Joshua Hochberg, the lead investigator, didn't say outright that
fraud had occurred, but he suggested that there were significant
irregularities in how DBSI was run that merit additional scrutiny,
The AP reports, citing Steve McNeill, a lawyer with Mr. Baldwin's
firm.

The AP states that transactions within DBSI, including transfers
among DBSI entities, Mr. Swenson, and four other minority owners,
were more numerous that previously thought.  The AP notes that Mr.
Hochberg apparently discovered a database that unsecured creditors
in the case had been previously unaware of.

                          About DBSI Inc.

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

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

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


DODART PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dodart Properties, LLC
        321 N. Mall Drive, Bldg F202
        Saint George, UT 84790

Bankruptcy Case No.: 09-26339

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: David T. Berry, Esq.
                  Berry & Tripp
                  5296 South Commerce Drive, Suite 200
                  Salt Lake City, UT 84107
                  Tel: (801) 265-0700
                  Fax: (801) 263-2487
                  Email: slc@berrytripp.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

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


DRUG FAIR: Wants to Sell Inventory at 4 New Jersey Stores
---------------------------------------------------------
Drug Fair Group, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authority to sell the inventory,
records, and files at four store locations in New Jersey to TR
Foodtown Pharmacy Inc., WT Foodtown Pharmay Inc., RB Foodtown
Pharmacy Inc., and OC Foodtown Pharmacy Inc.  The assets to be
sold do not include prescriptions, prescription files and records,
customer lists, patient files, accounts, payment intangibles or
other general intangibles.

In consideration for the assets, the assignment of the concession
agreements, access to the computer systems and the temporary
operation under the Debtors' licenses, purchasers agree to pay
Bank of America, N.A., on behalf of the Debtors, an amount equal
to 100% of the inventory amount, as defined and determined in
section 8(c) of the asset purchase agreement, in full payment for
all right, title and interest of the Debtors in the assets.

A full-text copy of the asset purchase agreement is available for
free at:

  http://bankrupt.com/misc/drugfair.assetpurchaseagreement.pdf

After commencing these cases, the Debtors began going out of
business sales at approximately 24 locations.  On April 27, 2009,
the Court approved the sale of substantially all of the remainder
of the Debtors' assets other than the GOB Sale assets to Walgreens
Eastern Co., Inc.  Since approval of the Walgreens Sale, the
Debtors have continued an orderly wind-down and liquidation
process.  As part of the wind-down process, the Debtors have
ceased substantially all of their business and terminated a large
percentage of their employees.

                      About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


EAST HAVEN: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: East Haven Developments LLC
        212 Snyder Road
        Donegal, PA 15628

Bankruptcy Case No.: 09-24562

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

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

          http://bankrupt.com/misc/pawb09-24562.pdf

The petition was signed by Kenneth McGavitt, managing member of
the Company.


EMMIS COMMUNICATIONS: Moody's Changes Senior Loan Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service has changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
company's capital structure, pro-forma for an approximately
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's has removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

Details of the rating actions are:

Emmis Communications Corporation:

  -- Probability of Default rating to Caa3 from Caa3/LD

Emmis Operating Company:

  -- Senior secured tranche B term loan due 2013 - to Caa2, LGD3,
     35% from Ca, LGD3, 45%

No other ratings were affected by this rating action.

The rating outlook remains negative.

The most recent rating action occurred on April 27, 2009, when
Moody's downgraded Emmis' CFR to Caa2 from Caa1.

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.  The company reported
revenues of $334 million for the fiscal year ended February 28,
2009.


EMPIRE RESORTS: Unit Taps Sportsystems as Consultant
----------------------------------------------------
Monticello Raceway Management, Inc., a wholly owned subsidiary of
Empire Resorts, Inc., entered into a management services agreement
with Sportsystems Gaming Management at Monticello, LLC, a wholly
owned subsidiary of Delaware North Companies, dated as of June 10,
2009, whereby MRMI retained Sportsystems to provide MRMI with
management and consulting services in connection with the video
gaming, food service, and related hospitality businesses conducted
by MRMI for a term of three years.

Sportsystems will be paid a base management fee of 0.75% of the
gross gaming revenue of MRMI.  In addition, Sportsystems will earn
an incentive fee equal to 20% of any improvement of EBITDA over a
base EBITDA after accounting for the base management fee, subject
to adjustment under certain circumstances.  If the planned Concord
Hotel and Casino commences gaming operations during the term of
the Agreement, MRMI and Sportsystems have agreed to renegotiate in
good faith to make changes to the method by which the management
and incentive fees are calculated as are reasonable, appropriate
and equitable under the circumstances.

MRMI may terminate the Agreement without cause (i) at any time
prior to September 30, 2009, subject to payment of all accrued
management and incentive fees plus the sum of $1,000,000, (ii) at
any time after June 10, 2010, if MRMI's EBITDA has not increased
over the immediately preceding 12 month period at the annual
cumulative rate of at least 3% or (iii) in the event that the
operation of MRMI's gaming business results in MRMI incurring an
operating loss over a period of 12 consecutive months.  MRMI may
also terminate the Agreement (i) if Sportsystems fails in a
material manner to perform or observe any provision of the
Agreement, subject to Sportsystems' opportunity to cure certain
failures, (ii) if Sportsystems enters into bankruptcy or other
insolvency proceedings, unless an involuntary bankruptcy or
insolvency petition is dismissed within 60 days after it is filed,
(iii) under certain circumstances if a supervisory employee of
Sportsystems commits fraud, malfeasance, gross negligence or
material misrepresentation in connection with the gaming or
hospitality businesses of MRMI or (iv) any state or federal court
or other governmental agency having jurisdiction over the horse
racing or gaming businesses of MRMI or Sportsystems suspends or
revokes any gaming license held by Sportsystems, orders MRMI to
discontinue retention of Sportsystems pursuant to the Agreement or
advises MRMI that its authority to operate its gaming or horse
racing businesses will be suspended or revoked unless the
affiliation between MRMI and Sportsystems is terminated.

Sportsystems may terminate the Agreement (i) if MRMI fails to pay
the management fees in connection with the Agreement, (ii) if MRMI
materially fails to perform or observe any provision of the
Agreement, subject to MRMI's opportunity to cure certain failures
or (iii) if MRMI enters into bankruptcy or other insolvency
proceedings and fails to assume the Agreement as an executory
contract within 90 days after the commencement of such bankruptcy
proceeding.

If the Agreement is terminated in accordance with the foregoing
sentence, Sportsystems will be entitled to receive a termination
payment representing the estimated management fees for the
remainder of the term of the Agreement.  If there is a lease, sale
or change of control of MRMI as described in the Agreement, and
the successor to MRMI does not assume the terms of the Agreement
in a form acceptable to Sportsystems, MRMI will pay liquidated
damages to Sportsystems not to exceed $500,000.

                     About Empire Resorts

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

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

                     Going Concern Doubt

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

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

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


ENERGAS RESOURCES: Posts $2.46MM Net Loss for Fiscal Year 2008
--------------------------------------------------------------
Energas Resources, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended January 31, 2009.

The Company posted a net loss of $2,467,642 for fiscal year 2008
compared to a net loss of $1,469,335 for fiscal year 2007.  The
Company had $1,825,122 in total assets and $677,066 in total
liabilities at January 31, 2009.

In its audit report dated June 9, 2009, Eide Bailly LLP, in
Greenwood Village, Colorado, said certain factors indicate
substantial doubt that the Company will be able to continue as a
going concern.

As reported in the Troubled Company Reporter on May 26, 2008,
Murrell, Hall, McIntosh & Co PLLP, in Oklahoma City, expressed
substantial doubt about Energas Resources' ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended January 31, 2008, and
2007.  The auditing firm pointed to the company's recurring losses
from operations.

The Company is in the process of acquiring and developing
petroleum and natural gas properties with adequate production and
reserves to operate profitably.  The Company's ability to continue
as a going concern is dependent upon obtaining financing and
achieving profitable levels of operations.  The Company is
currently seeking additional funds and additional mineral
interests through private placements of equity and debt
instruments.  There can be no assurance that its efforts will be
successful.

            Energas Delays April 2009 Quarterly Report

Energas Resources did not complete its financial statements for
the three months ended April 30, 2009, in sufficient time so as to
permit the filing of the 10-Q report by June 15, 2009.  As a
result, more time is needed to file the report.

George Shaw, its president, does not anticipate that any
significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings
statements to be included in the April 2009 report.

                     About Energas Resources

Based in Oklahoma City, Okla., Energas Resources Inc. (OTC BB:
EGSR) -- http://www.energasresources.com/-- is primarily engaged
in the operation, development, production, exploration and
acquisition of petroleum and natural gas properties in the
United States through its wholly-owned subsidiary, A.T. Gas
Gathering Systems Inc.  In addition, the company owns and operates
natural gas gathering systems located in Oklahoma, which serve
wells operated by the company for delivery to a mainline
transmission system.  The majority of the company's operations are
maintained and occur through A.T. Gas.


ENTRAVISION COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B'
---------------------------------------------------------------
On June 18, 2009, Standard & Poor's Rating Services lowered its
corporate credit rating on Santa Monica, California-based Spanish-
language media company Entravision Communications Corp. to 'B'
from 'B+'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's secured debt to 'B' (at the same level as the 'B'
corporate credit rating on the company) from 'B+'.  The recovery
rating on this debt remains unchanged at '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

"The ratings downgrade reflects Entravision's weak first-quarter
operating results and S&P's expectation of continued deterioration
in credit metrics over the intermediate term, especially as S&P
expects the company's rate of debt repayment to slow," explained
Standard & Poor's credit analyst Michael Altberg.  "The downgrade
also incorporates our view that the company has only a modest
cushion of compliance with its financial covenants, which S&P
estimate could withstand roughly an 18% drop in EBITDA as of
March 31, 2009.  S&P does not consider this cushion of compliance
as sufficient, especially given our expectation of continued weak
ad demand."

The 'B' rating reflects Entravision's high debt leverage and
narrowing cushion of compliance with financial covenants, intense
Spanish-language media competition, and S&P's expectation of
continued weak advertising demand in 2009.  Modest positive
factors (which do not offset the risks faced by the company)
include Entravision's long-term strategic relationship with
shareholder Univision Communications Inc., favorable trends in
Hispanic media, and moderate portfolio diversity provided by a mix
of television and radio station assets.

Lease-adjusted debt to EBITDA was 6.1x for the 12 months ended
March 31, 2009, only marginally higher than the 5.9x at Dec. 31,
2008, due to the company's $40 million debt repayment associated
with the credit agreement amendment in March 2009.  The debt
repayment was funded by excess cash, and S&P do not expect the
company to be able to repay debt at a commensurate rate over the
remainder of the year.  EBITDA coverage of cash interest was 2.2x
as of March 31, 2009.  Based on the 375-basis-point increase in
LIBOR spreads that accompanied the amendment and S&P's projections
for EBITDA declines throughout the year, S&P estimate that EBITDA
coverage of cash interest could decline to the low- to mid-1x area
in 2009, making it more difficult for the company to afford costs
that S&P expects would accompany a further amendment.  The company
converted 34% of EBITDA to discretionary cash flow for the 12
months ended March 31, 2009 -- still healthy, but down from nearly
50% in 2007.  Based on the credit amendment, capital expenditures
will be limited to $10 million for 2009 and 2010, and the company
has stated that it expects capital expenditures to total
$5 million this year.  Still, S&P expects that conversion could
decline to the 20% to 25% range in 2009 due to pressure on EBITDA.


ESTATE FINANCIAL: Inks Stipulation with FGI on Clamdigger Motel
---------------------------------------------------------------
On June 12, 2009, Thomas P. Jeremiassen, Chapter 11 Trustee for
Estate Financial, Inc., filed with the Court a notice of his entry
into a stipulation with Foley-Guannon, Inc. (1) allowing EFI
relief from the automatic stay in the FGI bankruptcy case and (2)
for FGI's use of EFI's cash collateral, both with regard to the
real property at 150 Hinds Avenue, Pismo Beach California
(commonly known as the "Clamdigger Motel")

The stipulation provides that Foley-Gannon, Inc. may use limited
amounts of EFI's cash colateral through the end of its bankruptcy
case, and that the EFI Trustee is granted relief from the
automatic stay.

The stipulation provides in relevant part:

a. FGI is authorized to use rent receipts of $1,590 per month
    and funds in FGI's general operating account totaling
    $1,070.34, which are both EFI's cash collateral through the
    end of FGI's bankruptcy case upon meeting accounting
    conditions more fully set forth in the Stipulation.

b. The EFI Trustee is granted relief from the automatic stay and
    may exercise any and all rights, including foreclosure and
    disposition rights.

Any party objecting to the EFI Trustee's entry into the
stipulation must file at the Bankruptcy Court its objection and a
request for hearing no later than June 29, 2009.

EFI loaned approximately $8.96 million to Hinds Avenue Parners,
LLC (the EFI Loan), a partnership that included Dan Lloyd and
Karen Guth, to buy the property.  Approximately 180 investors
funded the EFI Loan.  EFMF was one of the investors.  The property
is subject to more than 160 first deeds of trust allegedly
securing a promissory note dated August 15, 2005, in the principal
amount of $8.96 milion.  The 181 investors on the note are also
investors in EFI.  The note matured on February 2, 2009.

FGI, a Nevada corporation that is owned and operated by Madeline
Winn, filed for bankruptcy petition on January 8, 2009.  FGI
contracted to purchase the property for $6 million in July 2005
from the Renee Dixon Family Trust (RDF Trust).  Instead of
purchasing the property, however, FGI agreed to sell its purchase
rights to Dan Lloyd after preliminary partnership negotiations
with Mr. Lloyd.  Mr. Lloyd obtained the financing for his purchase
from EFI and then formed Hinds Avenue Partners with an entity
controlled by Karen Guth, president of EFI.

Ms. Guth, who controlled both Hinds Avenue Partners and EFI, is
currently incarcerated on charges of real estate fraud relating to
EFI's collapse.  In return for the transfer for the purchase
right, Mr. Lloyd and, by succession, Hinds Avenue Partners, agreed
to pay FGI $1 million, and gave FGI a second trust deed in the
amount of $1.2 million.  FGI discovered that Hinds Avenue Partners
was not making scheduled payments to EFI and, on April 30, 2008,
at a foreclosure sale, foreclosed on the first trust deed.

FGI receives rent in the amount of $795 each month from each of
two renters, or a total of $1,590 per month.  Because of EFI's
security interests in the assets of the FGI estate, the rent
receipts are EFI's cash collateral.  On May 5, 2008, EFI filed a
motion to lift stay with respect to the property in the FGI
bankruptcy case to allow EFI to finish its foreclosure process.
In the EFI stay relief motion the Trustee asserted that the total
amount of FGI's obligations under the Note amounted to
$12,207,906.

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

          http://bankrupt.com/misc/EFI.stipulation.pdf

                     About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 30% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
69.50 cents-on-the-dollar during the week ended June 19, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 4.03
percentage points from the previous week, the Journal relates.
The loan matures March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B2 rating and S&P's CCC+ rating.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc., provides a full range of communications
services to residential and business customers including local and
long distance voice, data, Internet, television and broadband.
FairPoint Communications is traded on the New York Stock Exchange
under the symbol FRP.  FairPoint operates 32 local exchange
companies in 18 states.  With roughly 1.9 million access line
equivalents, FairPoint is the eighth largest telecommunications
company in the United States.

                          *     *     *

The Troubled Company Reporter said May 11, 2009, that Moody's
Investors Service downgraded FairPoint Communications, Inc.'s
corporate family rating to B3 from B1 and the probability of
default rating to Caa3 from B1, and maintained the review for a
possible further downgrade, reflecting the heightened risk of debt
impairment within its capital structure.

Fitch Ratings also downgraded these ratings assigned to FairPoint
Communications, Inc., Issuer Default Rating to 'B-' from 'B+';
$551 million 13.125% senior unsecured notes due 2018 to 'B-/RR4'
from 'B+/RR4'; $170 million senior secured revolving credit
facility to 'BB-/RR1' from 'BB+/RR1'; $500 million senior secured
term loan due 2014 to 'BB-/RR1' from 'BB+/RR1'; $1.13 billion
senior secured term loan due 2015 to 'BB-/RR1' from 'BB+/RR1'; and
$200 million senior secured delayed draw term loan due 2015 to
'BB-/RR1' from 'BB+/RR1'.  In addition, Fitch has placed the
company on Rating Watch Negative.


FINLAY FINE: Interest Nonpayment Won't Move Moody's 'Caa3' Rating
-----------------------------------------------------------------
Moody's said that Finlay Fine Jewelry Corporation ratings were not
immediately affected by the disclosure that on June 1, 2009, the
company did not make the scheduled $1.7 million interest payment
on the $40.6 million 8.375% senior unsecured notes due June 2012.

Finlay's corporate family rating and probability of default rating
are Caa3.  The company's senior unsecured notes are also rated Ca
(LGD6; 91%). The ratings outlook is negative.

Moody's last rating action for Finlay occurred on December 4,
2008, when the company's corporate family rating was downgraded to
Caa3 from Caa2.

Finlay Fine Jewelry, headquartered in New York City, is a retailer
of fine jewelry operating stand-alone specialty jewelry stores and
licensed jewelry departments in department stores throughout the
United States.  The company achieved sales of approximately
$754 million in fiscal 2008.


FIRST NATIONAL ANTHONY: Bank of Kansas Assumes All Deposits
-----------------------------------------------------------
First National Bank of Anthony, Anthony, Kansas was closed June 19
by the Office of the Comptroller of the Currency, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Bank of Kansas, South Hutchinson,
Kansas, to assume all of the deposits of First National Bank of
Anthony.

The six offices of First National Bank of Anthony, including the
two in Johnson County, Kansas, which operate under the name of
First National Bank of Johnson County, will reopen as branches of
Bank of Kansas. All of the offices will maintain normal business
hours. Depositors of First National Bank of Anthony will
automatically become depositors of Bank of Kansas.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until Bank of Kansas can
fully integrate the deposit records of First National Bank of
Anthony.

As of March 31, 2009, First National Bank of Anthony had total
assets of $156.9 million and total deposits of approximately
$142.5 million.  Bank of Kansas paid a premium of 0.5 percent to
acquire all of the deposits of the failed bank.  In addition to
assuming all of the deposits of the failed bank, Bank of Kansas
agreed to purchase approximately $156.7 million of assets.  The
FDIC will retain the remaining assets for later disposition.

The FDIC and Bank of Kansas entered into a loss-share transaction
on approximately $130.5 million of First National Bank of
Anthony's assets.  Bank of Kansas will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-367-2719.  Interested parties can also
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/anthony.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $32.2 million.  Bank of Kansas' acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives.  First National Bank of Anthony is the
40th FDIC-insured institution to fail in the nation this year, and
the second in Kansas.  The last FDIC-insured institution to be
closed in the state was TeamBank, Paola, on March 20, 2009.


FORD MOTOR: Bank Debt Trades 28% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Company
is a borrower traded in the secondary market at 71.64 cents-on-
the-dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.03 percentage points from
the previous week, the Journal relates.  The loan matures on
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORTUNOFF HOLDINGS: Intellectual Property Auction Moved to June 23
------------------------------------------------------------------
The auction of Fortunoff Holdings' intellectual property has been
moved to June 23, Reuters reports, citing the sale's organizer.

According to Reuters, the organizer said that a power outage on
Long Island, where Fortunoff Holdings is headquartered, prevented
the chain from getting information from potential bidders.

As reported by the Troubled Company Reporter on May 15, 2009, the
U.S. Bankruptcy Court for the Southern District of New York
approved the procedures for the sale of the Company's intellectual
property assets.  The approved sale procedures include an auction
set for June 18.  Fortunoff's intellectual asset portfolio for
sale includes certain trademarks, domain names, and customer
databases.  In addition, CONSOR has identified additional value
added elements such as the bridal registry, exclusive jewelry
designs, 1-800-Fortunoff, training materials, knowledge databases
and IT systems.  A bid deadline of June 16, 2009, had been set,
with a scheduled sale approval hearing on June 22, 2009.

Reuters relates that the deadline for bids was extended until
June 22 at 9 a.m.

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

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

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

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

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


FRAMINGHAM ACQUISITION: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Framingham Acquisition LLC
        36 Washington Street, Suite 280
        Wellesley, MA 02481

Bankruptcy Case No.: 09-15662

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Melvin S. Hoffman, Esq.
                  Looney & Grossman
                  101 Arch Street
                  Boston, MA 02110
                  Tel: (617) 951-2800
                  Email: mhoffman@lgllp.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/mab09-15662.pdf

The petition was signed by Roger J.F. Lehrberg, manager of the
Company.


FRGR MANAGING: Citigroup to Hold June 23 Auction of Collateral
--------------------------------------------------------------
Citigroup Global Markets Realty Corp. will offer for sale at
public auction FRGR Managing Member LLC's 100% membership interest
in First Republic Group Realty LLC, a Delaware limited liability
company, together will all the other "Collateral" as such term is
defined in that certain Pledge and Security Agreement dated as of
July 11, 2007.

The sale will take place beginning at 10:30 a.m. on Tuesday,
June 23, 2009, at the offices of Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, NY 10036.  At the
sale, the membership interest will be offered as a single asset
and not in parts or as separate assets.

Based upon information by the Debtor and First Republic Group
Realty LLC and certain other persons and entities affiliated
therewith, it is the understanding of Citigroup Global that First
Republic Group Realty LLC owns and operates certain real estate
consisting of shopping centers and related property in Georgia,
Alabama, Virginia and North Carolina.

On April 24, 2009, the U.S. Bankruptcy Court for the Southern
District of New York approved the motion of Citigroup for
modification of the automatic stay to permit it to exercise all of
its rights and remedies as a secured credtior, including, without
limitation, the right to hold a foreclosure sale in respect of its
collateral.

Headquartered in New York City, FRGR Managing Member LLC filed for
Chapter 11 protection on March 9, 2009 (Bankr. S.D.N.Y. Case No.
09-11061).  Heidi J. Sorvino, Esq., at Smith, Gambrell & Russell,
LLP, represents the Debtor in its restructuring efforts.  The
Debtor listed between $100 million and $500 million each in assets
and debts.


GENMAR HOLDINGS: Irwin Jacobs Calls for Access to Bailout Funds
---------------------------------------------------------------
Frank Wallis at The Baxter Bulletin reports that Irwin L. Jacobs,
principal of Genmar Holdings Inc., is calling for stakeholders in
the boat manufacturing industry to call the Congress and ask that
boats be placed on the lending venue of GMAC LLC.

According to The Bulletin, Mr. Jacobs said that taxpayers became
stakeholders recently in General Motors Corp. to the tune of more
than $100 billion in that company's Chapter 11 bankruptcy.  The
Bulletin relates that the Federal Reserve has since kicked in
$12 billion in cash to GMAC to keep money flowing for retail car
and truck purchases.  Citing Mr. Jacobs, The Bulletin states that
a small fraction of GMAC bailout money made available to boat
dealers and retail boat buyers would go far in resurrecting the
wholesale and retail elements of the business.  Mr. Jacobs, The
Bulletin relates, said that numbers like 15,000 boat dealers
directly impact more than 100,000 jobs.  More than 800 boat
manufacturers and vendors represent another 30,000 to 40,000 jobs,
the report says, citing Mr. Jacobs.

The Bulletin quoted Mr. Jacobs as saying, "If something isn't done
very soon to help correct the boat dealer floor plan and retail
financing problem in the U.S., it is conceivable that the entire
recreational boating industry could be critically damaged for
decades ahead . . . . If the U.S. government required GMAC to
include the boating industry's needs for both wholesale dealer
floor plan financing and retail financing, I believe the
recreational boating industry would see an immediate end to the
continuing downturn.  I don't for a minute believe that a GMAC
financing program for the recreational boating industry is going
to single-handedly bring our industry back to where it was before
the recession began, but I do believe that GMAC's support will
allow our industry to survive the present downturn and begin to
show some life in the months ahead."

Mr. Jacobs, according to The Bulletin, said, "Individually, we
have no clout or muscle.  I believe the only way to immediately
correct the recreational boating floor plan and retail financing
debacle is to get the Obama administration to immediately help us
through a GMAC boating industry financing program."

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- make
recreational boats.  The Debtors filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and
09-43537).  James L. Baillie, Esq., and Ryan Murphy, Esq., at
Fredrikson & Byron, PA, assist the Debtors in their restructuring
efforts.  The Debtors listed $10 million to $50 million in assets
and $100 million to $500 million in debts.


GEORGIA GULF: Bank Debt Trades Near 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf
Corporation is a borrower traded in the secondary market at 80.03
cents-on-the-dollar during the week ended June 19, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.50 percentage points
from the previous week, the Journal relates.  The loan matures on
October 3, 2013.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's C rating.

                       About Georgia Gulf

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services 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 Georgia
Gulf at 'D'.  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.

The TCR said on June 18 that Fitch Ratings downgraded Georgia
Gulf's Issuer Default Rating to 'RD' from 'C' following its
announcement of an extension of its exchange offer until July 1,
2009.  The downgrade reflects Fitch's view that Georgia Gulf has
experienced an uncured payment default on a bond, loan or other
material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and which has not otherwise
ceased business due to the extension of multiple waivers or
forbearance periods upon a payment default on one or more material
financial obligations.

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


GEORGIA-PACIFIC LLC: S&P Assigns 'BB+' Issue-Level Rating
---------------------------------------------------------
Standard & Poor's Ratings Services  assigned issue-level and
recovery ratings to Georgia-Pacific LLC's proposed senior secured
$1 billion term loan C facility and revolving class B credit
facility.  S&P assigned a 'BB+' issue-level rating (two notches
higher than the corporate credit rating of the company) and '1'
recovery rating, indicating S&P's expectation for very high (90%
to 100%) recovery in the event of a payment default.

The proposed $1 billion senior secured term loan B facility will
be used to partially pay down the outstanding amount under the
existing term loan B facility.  The facility will have a 1%
amortization with a five-year term (maturity date of Dec. 23,
2014) and pricing is expected to be at LIBOR plus 300 basis
points.  The company will also utilize $750 million from cash to
repay on a pro rata basis, the term loan A and term loan B
facilities.

The proposed revolving class B credit facility will be used to
extend the maturity date to Oct. 25, 2012 (from Dec. 23, 2010), on
at least $1.3 billion to $1.4 billion in commitments of the
existing $1.75 billion revolving credit facility.  It is S&P's
understanding, that if the company obtains at least $1.3 billion
in revolving class B extended commitments, it will reduce non-
extending lenders a minimum of 10%, with the remainder remaining
in place with its original maturity date of Dec. 23, 2010.

"The 'BB-' corporate credit rating on Atlanta, Georgia-based GP
reflects the company's broad product diversity, good cost
positions in most segments, and leading market shares in many of
the product categories in which it competes," said Standard &
Poor's credit analyst Pamela Rice.  The ratings also reflect the
company's aggressive debt leverage, significant annual debt
maturities (although the company has been taking steps to extend
near-term maturities), highly competitive end markets, and the
cyclicality of its paper, packaging, and building products
segments.  The ratings on GP do not incorporate any credit support
from its parent, Koch Industries Inc. (unrated), one of the U.S.'
largest privately held companies.

GP is a manufacturer of consumer products (principally paper
towels, bathroom tissue and disposable tableware), paper,
packaging, and building products.

                          Ratings List

                       Georgia-Pacific LLC

Corporate Credit Rating                          BB-/Stable/B-2

                          New Ratings

                      Georgia-Pacific LLC

     Senior Secured
      US$1 bil term loan C fac. Due 2014                  BB+
             Recovery rtg                                 1
      US$1.4 bil revolving class B credit fac. due 2012   BB+
             Recovery rtg                                 1


GMAC LLC: Irwin Jacobs Calls for Access to Bailout Funds
--------------------------------------------------------
Frank Wallis at The Baxter Bulletin reports that Irwin L. Jacobs,
principal of Genmar Holdings Inc., is calling for stakeholders in
the boat manufacturing industry to call the Congress and ask that
boats be placed on the lending venue of GMAC LLC.

According to The Bulletin, Mr. Jacobs said that taxpayers became
stakeholders recently in General Motors Corp. to the tune of more
than $100 billion in that company's Chapter 11 bankruptcy.  The
Bulletin relates that the Federal Reserve has since kicked in
$12 billion in cash to GMAC to keep money flowing for retail car
and truck purchases.  Citing Mr. Jacobs, The Bulletin states that
a small fraction of GMAC bailout money made available to boat
dealers and retail boat buyers would go far in resurrecting the
wholesale and retail elements of the business.  Mr. Jacobs, The
Bulletin relates, said that numbers like 15,000 boat dealers
directly impact more than 100,000 jobs.  More than 800 boat
manufacturers and vendors represent another 30,000 to 40,000 jobs,
the report says, citing Mr. Jacobs.

The Bulletin quoted Mr. Jacobs as saying, "If something isn't done
very soon to help correct the boat dealer floor plan and retail
financing problem in the U.S., it is conceivable that the entire
recreational boating industry could be critically damaged for
decades ahead . . . . If the U.S. government required GMAC to
include the boating industry's needs for both wholesale dealer
floor plan financing and retail financing, I believe the
recreational boating industry would see an immediate end to the
continuing downturn.  I don't for a minute believe that a GMAC
financing program for the recreational boating industry is going
to single-handedly bring our industry back to where it was before
the recession began, but I do believe that GMAC's support will
allow our industry to survive the present downturn and begin to
show some life in the months ahead."

Mr. Jacobs, according to The Bulletin, said, "Individually, we
have no clout or muscle.  I believe the only way to immediately
correct the recreational boating floor plan and retail financing
debacle is to get the Obama administration to immediately help us
through a GMAC boating industry financing program."

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
December 31, 2008, the company had $189 billion in assets and
serviced 15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is wholly owned by GMAC LLC. Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services maintains its CCC/Negative/C
rating on GMAC LLC despite the Company's announcement that it
entered into an agreement with Chrysler Financial Services
Americas LLC to provide future automotive financing products and
services to Chrysler dealers and customers.


HAROLD HELLEGAARD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Harold Theodore Hellegaard
        2311 Cloverdale Road
        Nashville, TN 37214

Bankruptcy Case No.: 09-06859

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

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: $1,103,670

Total Debts: $2,499,615

A full-text copy of Mr. Hellegaard's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/tnmb09-06859.pdf

The petition was signed by Mr. Hellegaard.


HAWKER BEECHCRAFT: Bank Debt Trades at 30% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 69.50 cents-on-
the-dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.70 percentage points
from the previous week, the Journal relates.  The loan matures
March 26, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

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

As reported by the Troubled Company Reporter on June 19, 2009,
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 TCR said on June 16 that Moody's affirmed Hawker Beechcraft's
Corporate Family Rating of Caa2 and revised the company's
Probability of Default rating to Caa2/LD from Ca.  At the same
time, the rating on company's cash-pay senior unsecured notes was
lowered to Ca from Caa3.  The rating outlook was revised to stable
from developing and the Speculative Grade Liquidity rating was
left unchanged at SGL-3.  The actions follow conclusion of the
company's tender offer for portions of its junior debt capital, a
transaction Moody's deemed to be a distressed exchange leading to
a declaration of a limited default.


HOLLYWOOD MOTION: Files for Ch 11 Bankruptcy to Stop Lawsuit
------------------------------------------------------------
The Hollywood Motion Picture and Television Museum has field for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Central District of California.

Hollywood Motion's lawyer, Peter Susi, filed for bankruptcy to
stop a lawsuit that its lender filed against it, Jacqueline Palank
at The Wall Street Journal reports.  According to WSJ's Bankruptcy
Beat, Mr. Susi said that there's a dispute over how much the
lender is owed on a $1 million-plus loan.

Hollywood Motion, says WSJ, seeks to resolve the litigation and
find a home for actress and company founder Debbie Reynolds'
collection of Hollywood memorabilia, which Ms. Reynolds started
acquiring in the 1970s as the major movie studios began selling
off their costumes, sets, equipment, and props.  According to the
report, the collection includes pieces from all eras of film
history, ranging from outfits worn by silent film stars Rudolph
Valentino and Mary Pickford to the white tuxedo Tom Hanks wore in
"Big".

WSJ relates that Hollywood Motion is currently constructing a
building in Pigeon Forge, Tennessee.

Hollywood Motion Picture and Television Museum is a California
non-profit organization that actress Debbie Reynolds founded to
build a museum for her collection of Hollywood memorabilia.  It
owns the artifacts of Hollywood's Golden Age that Reynolds
collected over several decades.


HUMAN TOUCH: Reports Successful Restructuring of Balance Sheet
--------------------------------------------------------------
Human Touch(R), last week announced the successful completion of
an exchange offer for its existing 7-1/4% senior notes due 2011 in
exchange for cash, warrants to acquire common stock and Senior
Secured Second Lien PIK Notes due in 2014 where associated
interest will accrue to the principal, resulting in a net
reduction of nearly 77% of outstanding debt and a substantial
reduction in cash interest expense for the company going forward.

This successful refinancing of the Company's capital structure
will provide the Company with added flexibility and cash flow to
pursue its marketing and growth strategies and will permit
management to focus additional time and resources on expanding the
Company's product offerings and customer base.  "We are pleased to
have completed this exchange with nearly 95% of our bondholders on
a long-term solution to improve our capital structure," said David
Wood, Chief Executive Officer.  "We are committed to our mission
of providing innovative lifestyle products and experiences that
deliver indispensable, life changing benefits to an ever growing
number of consumers and through this transaction we will be even
better positioned to serve our customers and resellers now and in
the future."

Following the successful completion of the bond exchange offer,
the Company's credit agreement with Comerica Bank was extended to
provide the Company with additional flexibility to fund its
ongoing operations and growth.  Human Touch believes its total
liquidity, strong management of current assets, and mitigation of
interest expense, place the company in a strengthened position
during this challenging economic climate to further pursue its
strategic objectives.

Jefferies & Company, Inc. served as financial advisor to the
Company in connection with the exchange offer and Gibson, Dunn &
Crutcher LLP served as legal advisor to the Company in connection
with the exchange offer and the bank credit agreement extension.

                         About Human Touch

Human Touch LLC delivers high-quality Robotic Massage(R) chairs,
zero-gravity recliners, and other massage products.  Human Touch
products are available at back care specialty stores, fine
furniture stores across the country, through international
retailers and distributors in more than 48 countries, and online
at http://www.humantouch.com/


IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc Corp. is a
borrower traded in the secondary market at 42.40 cents-on-the-
dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.91 percentage points from
the previous week, the Journal relates.  The loan matures on
November 17, 2014.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating.

                        About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- fka Verizon Directories Disposition
Corporation, provides yellow and white page directories and
related advertising products in the United States and the District
of Columbia.  Products include print yellow pages, print white
pages, Superpages.com, Switchboard.com and LocalSearch.com, the
company's online local search resources, and Superpages Mobile,
their information directory for wireless subscribers.

Idearch is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon
brand on their print directories in their incumbent markets, well
as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N. D. Tex. Lead Case No. 09-31828).  Toby
L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the
Debtors in their restructuring efforts.  The Debtors propose
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.  William T. Neary, the
United States Trustee for Region 6, appointed six creditors to
serve on an official committee of unsecured creditors of Idearc
Inc. and its debtor-affiliates.  The Committee selected Mark
Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and
Boone, LLP, co-counsel.  The Debtors' financial condition as of
December 31, 2008, showed total assets of $1,815,000,000 and total
debts of $9,515,000,000.


IMPLANT SCIENCES: March 31 Balance Sheet Upside-Down by $7.81MM
---------------------------------------------------------------
Implant Sciences Corporation filed with the Securities and
Exchange Commission its report on Form 10-Q for the third fiscal
quarter ended March 31, 2009.

The Company posted a net loss of $8,592,000 for the three months
ended March 31, 2009, compared to a net loss of $1,529,000 for the
same period in 2008.  The Company posted a net loss of $10,297,000
for the nine months ended March 31, 2009, compared to a net loss
of $8,546,000 for the same nine-month period in 2008.

The Company had $8,296,000 in total assets and $16,112,000 in
total liabilities resulting in $7,816,000 in stockholders' deficit
at March 31, 2009.  The Company had an accumulated deficit of
approximately $70,224,000 and a working capital deficit of
$7,088,000 as of March 31, 2009.

                        Going Concern Doubt

The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009.  The promissory note was
recorded at $3,741,000 as of March 31, 2009, and has a liquidation
value of $4,600,000.  The Company said these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences' ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended June 30, 2008, and 2007.  The auditing firm
pointed to the Company's recurring losses from operations.

                  Default Under DMRJ Loan Facility

On December 10, 2008, the Company entered into a Note and Warrant
Purchase Agreement with DMRJ Group LLC, an institutional investor,
pursuant to which the Company issued a Senior Secured Convertible
Promissory Note for $5,600,000 and a warrant to purchase 1,000,000
shares of the Company's common stock.  The Company valued the note
at issuance at its residual value of $4,356,000 based on the fair
values of the financial instruments issued in connection with this
convertible debt financing, including the warrant, the fair value
of the CorNova common stock and the original issue discount.  As
required under the terms of the note, the Company made a principal
payment of $1,000,000 on December 24, 2008.

The note requires the Company to make a principal payment in an
amount equal to any funds released from the escrow created in
connection with the May 2007 sale of the assets of Accurel Systems
International, upon the release of such funds.  DMRJ waived the
requirement that the Company make a principal payment in an amount
equal to the amount of the escrow funds released in connection
with the Evans litigation settlement.  The remaining principal
balance, together with outstanding interest, is due and payable on
December 10, 2009.  The note bears interest at 11.0% per annum.
The Company prepaid interest in the amount of $616,000 upon the
issuance of the note.

On March 12, 2009, the Company entered into a letter agreement
with DMRJ pursuant to which the Company was granted access to
$250,000 of previously restricted cash held in a blocked account.
The effect of the letter agreement made $250,000 available to the
Company until the close of business on April 14, 2009.  The
Company is required to maintain a minimum balance of not less than
$500,000 in the blocked account on or after April 15, 2009.  As of
April 15, 2009, the Company was not in compliance with the
$500,000 minimum cash balance required, which event of
noncompliance was waived by DMRJ.

In consideration of the letter agreement, on March 12, 2009, the
Company issued to DMRJ an Amended and Restated Senior Secured
Convertible Promissory Note and an Amended and Restated Warrant to
Purchase Shares of Common Stock, which replaced the note and
warrant issued on December 10, 2008.  The terms of the amended and
restated note and warrant are identical to the terms of the
original note and warrant except that the amended document reduced
the initial conversion price of the original note from $0.26 to
$0.18 and reduced the initial exercise price of the original
warrant from $0.26 to $0.18.

As of March 31, 2009, the outstanding balance on the amended and
restated note was $3,741,000, and the liquidation value was
$4,600,000.  The note contains restrictions and financial
covenants including a requirement that the Company maintain a
current ratio, defined as current assets minus current
liabilities, of no less than 0.60 to 1.00 and requires that the
aggregate dollar amount of all accounts payable to be no more than
100 days past due.

As of March 31, 2009, the Company's current ratio was 0.35 to 1.00
and the Company's aggregate dollar amount of all accounts payable
exceeded 100 days past due, as such the Company is not in
compliance with the required current ratio and accounts payable
financial covenants.  The Company has requested a waiver for these
events of noncompliance.

If the Company is unable to obtain a waiver, DMRJ may declare the
entire unpaid principal balance of the note, together with all
interest accrued hereon, plus fees and expenses, due and payable.
Any action by DMRJ would have a material adverse effect on the
Company's liquidity and financial condition and could require the
Company to curtail or discontinue all of its operations.  The
Company's ability to comply with its debt covenants in the future
depends on its ability to generate sufficient sales and control
its expenses, and will require the Company to seek additional
capital through private financing sources.  There can be no
assurances that the Company will achieve its forecasted financial
results or that it will be able to raise additional capital to
operate its business.

Upon the occurrence of an event of default under certain
provisions of the amended and restated note, the Company could be
required to pay default rate interest equal to the lesser of 2.5%
per month and the maximum applicable legal rate per annum on the
outstanding principal balance of the note.

                   Bridge Bank Facility Retired

In June, August, October and November 2008, the Company entered
into a series of amendments, waivers and modifications to its
credit agreements with Bridge Bank, N.A., pursuant to which, in
exchange for the payment by the Company of forbearance fees in the
amount of $90,000, the bank waived certain existing and
anticipated defaults, the bank reduced the Company's credit line
to $1,500,000 from $5,000,000, and the bank extended the modified
facility through December 10, 2008.  On December 10, 2008, the
Company used approximately $477,000 of the proceeds of the sale of
the senior secured convertible promissory note to repay all of the
indebtedness outstanding to the bank and the credit facility was
terminated.

                      Laurus Facility Retired

Under its agreements with Laurus Master Fund, Ltd. and its
affiliates, the Company had been required to redeem its Series D
Cumulative Redeemable Convertible Preferred Stock on a monthly
basis, with the final redemption payment to be made in September
2008.  The Company received a waiver of the monthly redemption
payments for the period December 2006 through August 2007 and, in
September 2007, the Company resumed making monthly redemptions.
In September, 2008, Laurus agreed to extend the final redemption
date to October 24, 2008, in exchange for a redemption payment of
$250,000, including $22,000 of accrued dividends.

The Company did not meet its redemption obligation on October 24,
2008, and, on November 4, 2008, Laurus and the Company again
amended their agreements, effective as of October 31, 2008, to
provide that the amount necessary to redeem in full the Series D
Preferred Stock would be approximately $2,461,000, together with
accrued and unpaid dividends.  Under the amendments, the Company
agreed to make monthly redemption payments through a new final
redemption date of April 10, 2009.  The Company redeemed $268,000
of the $518,000 of Series D Preferred Stock required to be
redeemed as of the October 31, 2008 redemption date by agreeing to
issue 929,535 shares of its common stock, and redeemed the balance
with a cash payment of $250,000.

On December 10, 2008, the Company used approximately $1,161,000 of
the proceeds of the sale of the senior secured convertible
promissory note to redeem in full all of its outstanding Series D
Preferred Stock.

At March 31, 2009, $268,000, representing the fair value of the
unissued shares of the Company's common stock is included in
current liabilities.  In May 2009, the Company issued the 929,535
shares to Laurus Master Fund, Ltd.

                    Management to Seek Capital
                  Thru Private Financing Sources

Management believes there are plans in place to sustain operations
for the near future.  These plans depend on current sales, expense
and cash flow projections, a substantial increase in sales of the
Company's handheld trace explosives detector product and the
ability of the Company to raise additional capital.  To further
sustain the Company, improve its cash position, and enable it to
grow while reducing debt, management will need to seek additional
capital through private financing sources during the fourth
quarter of fiscal 2009.  However, there can be no assurance that
management will be successful in executing these plans.
Management will continue to closely monitor and attempt to control
costs at the Company and actively seek needed capital through
sales of its products, equity infusions, government grants and
awards, strategic alliances, and through its lending institutions.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.


INNOVATIVESPINAL: Chapter 7 Trustee to Sell Patent Portfolio
------------------------------------------------------------
Warren E. Agin, the Chapter 7 trustee for Innovative Spinal
Technologies, plans to generate money to pay creditors through a
sale of the Company's patent portfolio and other intellectual
property assets.

According to the trustee, the Company's assets include more than
one hundred medical device patents and patent applications,
including numerous foreign patents.  The Company also had nine
cadavers in its surgical center at its premises.  The cadavers
have been properly removed from the premises in accordance with
instructions provided by the deceased or their families.

Mansfield, Massachusetts-based Innovative Spinal Technologies
makes implants to correct degenerative spinal disorders.  It was
founded in 2002.  It manufactured surgical implants and tools
designed to correct spinal problems using minimally invasive
surgical techniques.  Its FDA approved products include the
PARAMOUNT MIS Pedicle Screw System for percutaneous single and
multi-level procedures; the PARAMOUNT IBF Implant System, designed
for a minimally invasive transforaminal approach; and the CORDANT
ACP Anterior Cervical Plate System.  The Company's innovative
AXIENT system is a pedicle screw system designed to allow
preservation of motion while providing the structural strength of
a traditional fusion system.

Innovative Spinal Technologies filed for Chapter 7 bankruptcy
protection on May 15, 2009 (Bankr. District of Mass. Case No. 09-
14415).


INTERLINE BRANDS: Moody's Affirms Corporate Family Rating at 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Interline
Brands, Inc -- Corporate Family and Probability of Default Ratings
at B1.  In a related action Moody's lowered the ratings of the
senior secured bank credit facility to Ba3 from Ba2, but affirmed
the B3 rating assigned to the senior subordinated notes due 2014.
The outlook is negative.

Interline's B1 corporate family rating reflects the company's
leading market position within the highly fragmented facilities
MRO market and the diversification afforded by the company's wide
variety of customers in different industries.  This diversity of
customers within a myriad of end markets is partially offsetting
the economic decline within the U.S.  However, the company is
experiencing margin contraction, exacerbated by the significant
downturn in the professional contractor business.  EBITA margin
for 1Q09 was 4.9% versus 9.0% (ratios adjusted per Moody's
methodology) for the same period of the year and is likely to come
under further pressure through the balance of 2009.  Moody's
believes that the housing sector will continue to be under
significant pressures over the near term while institutional
facilities are reducing operating costs and deferring maintenance.

Interline is pursuing restructuring initiatives and working
capital improvements, attempting to minimize the negative impact
of this downturn on its operating margins and cash generation.
However, these efforts are unlikely to fully offset declining
demand for its products and operating margins, which already
include restructuring costs in 1Q09, could come under more
pressure as the company may take more restructuring charges to
right size its businesses.  Also, the economic downturn may force
some of Interline's clients to seek bankruptcy protections,
resulting in additional costs.  The company's capital structure
remains leveraged even though it has reduced balance sheet debt
primarily by about $49 million through secondary purchases of its
senior subordinated notes in the last two quarters.  Debt/EBITDA
was 4.4x at 1Q09 (adjusted per Moody's methodology) and is
approaching the leverage metric previously identified by the
rating agency as putting negative pressure on the ratings.

The negative outlook incorporates Moody's view that Interline's
operating margins will continue to be stressed due to lower
operating budgets that impact its facilities maintenance business,
the ongoing contraction in the U.S. housing market and the
difficulty for sponsors of new housing and construction projects
to access the credit markets.

The ratings for the bank credit facility and senior subordinated
notes reflect the probability of default of the company, to which
Moody's assigns a PDR of B1.  The downgrade to the bank credit
facility results from the revised expectations regarding the loss
given default assessments for this debt instrument.  The
$49 million pay down of the senior subordinated notes due 2014
reduces the amount of support given to the bank credit facility
and increases the loss given default assessment, providing
pressure to the ratings.

These ratings/assessments were affected by this action:

  -- Corporate family rating affirmed at B1;

  -- Probability of default affirmed at B1;

  -- $292 million (originally $330 million) senior secured bank
     credit facility lowered to Ba3 (LGD3, 32%) from Ba2 (LGD2,
     29%); and

  -- $151 million (originally $200 million) senior subordinated
     notes due 2014 affirmed at B3, but its loss given default
     assessment is changed to (LGD5, 83%) from (LGD5, 81%).

The last rating action was on September 27, 2006, at which time
Moody's upgraded the senior secured bank credit facility to Ba2.

Interline Brands, Inc., Headquartered in Jacksonville, Florida, is
a national distributor and direct marketer of maintenance, repair
and operations products.  Revenues for the latest twelve months
through March 27, 2009, totaled approximately $1.2 billion.


ISOLAGEN INC: Obtains Interim OK to Access $2,750,000 DIP Facility
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware in
Wilmington on June 17, 2009, granted Isolagen(TM), Inc., and
Isolagen Technologies, Inc., the Company's wholly owned
subsidiary, permission on an interim basis to access debtor-in-
possession financing with certain lenders composed of a loan
facility in an aggregate principal amount of up to $2,750,000 --
subject to increase at the discretion of the DIP Lenders.  Under
the DIP Facility, up to $1,000,000 will be available to the
Debtors from the date of the interim order until the entry of a
final order.

The proceeds from the DIP Facility will be used, among other
things, to provide the Debtors with working capital for general
corporate purposes and for expenses associated with the bankruptcy
proceeding.  The DIP Facility will accrue interest at the rate of
10% per annum (with a default rate of 18%) and will mature on the
date a plan of reorganization is approved by the Bankruptcy Court,
subject to acceleration upon certain event of defaults set forth
in the DIP Facility agreement.  The maturity date of the DIP
Facility will also accelerate if a final order of the Bankruptcy
Court has not been entered within 30 days of the interim order
date.  As indicated in the interim order, through the final DIP
order process the DIP Lenders will seek "priming" liens to the
extent that any parties possess secured claims against the
Debtors.

In connection with the Debtor's initial bankruptcy filing, the
Debtors have entered into a restructuring agreement with (a) a
large majority of the holders of the Company's 3.5% convertible
subordinated notes, which were issued in November 2004, (b) the
holders of approximately $500,000 of secured notes issued in April
2009, and (c) the agent for the DIP Lenders

The restructuring plan is subject to the submission and approval
of a plan of reorganization for the Company, and the occurrence of
the effective date of any such plan.  The effective date will be
subject to the conditions set forth in the plan, and as outlined
in a disclosure statement which will be prepared by the Company
and disseminated to all parties who are entitled to vote on the
plan.  It is anticipated that the effective date of the plan will
be conditioned upon the provision of exit financing in an amount
not to exceed $2.0 million to be raised upon exit from bankruptcy.

Any parties wishing to object to the Company's entry into the DIP
Facility must file an objection on or before June 29, 2009, at
4:00 p.m. (Eastern Time).  A hearing on "final" approval of the
DIP Facility will be held on July 6, 2009 at 10:30 a.m.

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.


JACUZZI BRANDS: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Jacuzzi
Brands Corp., including the corporate credit rating to 'CCC' from
'CCC+'.  The outlook is negative.

At the same time, S&P lowered its ratings on the company's
$170 million first-lien term loan, $15 million synthetic letter-
of-credit facility, and $150 million second-lien term loan to 'CC'
from 'CCC-'.  The recovery ratings on these issues remains at '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
in the event of a payment default.

The downgrade reflects Jacuzzi's continued weak operating
performance and tightening liquidity position.  While S&P expects
the company's liquidity to be sufficient to meet obligations in
the next few quarters, Jacuzzi will face materially increased debt
service requirements in early 2010 when interest expense under its
second-lien term loan becomes due in cash.  Also, credit measures
have weakened due to sharply reduced EBITDA levels and increased
debt levels as the second lien term loan continues to accrete.

Ongoing weakness in the U.S. economy, the housing downturn, and
reduced remodeling spending have triggered these negative
operating trends, with low demand for the company's discretionary
bath and spa products.  Furthermore, Eastern European and Latin
American markets that had previously offset much of the revenue
weakness in the U.S. and Western Europe are now experiencing
deterioration due to recessionary pressures.  S&P expects these
trends to continue during 2009, limiting the company's ability to
improve its overall profitability or credit measures as EBITDA
will remain challenged.  As a result, S&P believes credit measures
will remain weak for the current ratings.

"The 'CCC' rating on Jacuzzi reflects its tightening liquidity
position, very competitive industry conditions, overall industry
cyclicality, the relatively narrow focus of the company's
principal product lines, weak operating margins, and very
aggressive financial leverage," said Standard & Poor's credit
analyst Thomas Nadramia.

The rating outlook is negative.  Given current operating
conditions, S&P expect Jacuzzi's operating performance to remain
challenged in the near term because of depressed levels of housing
starts and remodeling spending.  In addition, the downgrade
incorporates concerns, given S&P's operating expectation, about
the company's ability to meet its requirements to pay cash
interest on the second-lien term loan in 2010.  S&P is concerned
that in the absence of a significant improvement to the operating
environment (which S&P does not currently expect), Jacuzzi may
need to restructure or renegotiate its debt obligations.


JOHNS MANVILLE: High Court Blocks Suits Against Insurers
--------------------------------------------------------
WestLaw reports that the United States Supreme Court has ruled
that the Second Circuit Court of Appeals erred, in an appeal
concerning a bankruptcy court order clarifying earlier orders of
the bankruptcy court enjoining new or continued suits against
insurers of an asbestos manufacturer, in reaching the issue of
whether subject matter jurisdiction had existed for the bankruptcy
court's earlier orders.  Under res judicata principles, the
finality of the earlier orders after direct review precluded the
later jurisdictional challenge, and the case did not present one
of the rare instances in which jurisdiction could be collaterally
attacked.

The Supreme Court also held that the injunctive provisions of the
earlier orders precluded direct claims against the insurer for its
alleged wrongdoing in its role as insurer or its alleged misuse of
information obtained in that role.

The debtor in question is the Johns-Manville Corporation, which
from the 1920s to the 1970s had been by most accounts the
country's largest supplier of raw asbestos and manufacturer of
asbestos-containing products.  For much of that time, Travelers
Insurance Company had been Manville's primary liability insurer.
Manville sought Chapter 11 bankruptcy protection in 1982, in the
face of overwhelming potential liability from suits asserting
health-related claims of asbestos exposure.

In 1986, the bankruptcy court approved insurance settlement
agreements and entered an insurance settlement order providing
that upon the settling insurers' payment of settlement funds to a
trust that would pay all asbestos claims against Manville, "all
Persons are permanently restrained and enjoined from commencing
and/or continuing any suit, arbitration, or other proceeding of
any type or nature for Policy Claims against any or all members of
the Settling Insurer Group."  The order defined "Policy Claims" as
including "any and all claims, demands, allegations, duties,
liabilities and obligations (whether or not presently known) which
have been, or could have been, or might be, asserted by any Person
against . . . any or all members of the Settling Insurer Group
based upon, arising out of or relating to any or all of the
Policies."  The insurance settlement order was incorporated by
reference in another order, entered in 1986, confirming Manville's
reorganization plan.

More than a decade later, plaintiffs started filing actions
against Travelers in various state courts, asserting claims under
state consumer protection statutes as well as common law claims.
The statutory claims alleged that Travelers conspired with other
insurers and with asbestos manufacturers to hide the dangers of
asbestos and to raise a fraudulent "state of the art" or "no duty
to warn" defense to personal injury claims.  The common law claims
alleged that Travelers violated a duty to warn the public about
the dangers of asbestos and that Travelers acted to keep its
knowledge of those dangers from the public.

In 2002, Travelers sought to enjoin 26 actions pending in state
courts, citing the injunctive terms of the 1986 orders.  The
bankruptcy court entered a temporary restraining order and
referred the parties to mediation, which resulted in a settlement
between Travelers and three sets of plaintiffs.  The settlement
obligated Travelers to pay more than $400 million to compensate
plaintiffs in pending actions, contingent on the bankruptcy court
entering an order clarifying that pending actions were, and
remained, prohibited by the 1986 orders.  Some individual
claimants, as well as an insurer that was a co-defendant with
Travelers in some of the pending actions, objected to the latest
settlement.  The bankruptcy court approved the settlement and
entered a clarifying order, based on its conclusion that the 1986
orders barred the pending actions because "Travelers learned
virtually everything it knew about asbestos from its relationship
with Manville."  The objectors appealed.  The district court
affirmed with respect to the clarifying order, but the Second
Circuit reversed.

The Court of Appeals said there was "little doubt that, in a
literal sense" the pending claims against Travelers "arise out of
its provision of insurance coverage to Manville," and emphasized
that the bankruptcy court's extensive findings regarding
Manville's all-encompassing presence in the asbestos industry and
its extensive relationship with Travelers supported the notion
that the subjects of the clarifying order fell within the scope of
the 1986 orders.  Nevertheless, the Second Circuit held that the
bankruptcy court could not, in enforcing the 1986 orders, enjoin
claims over which it lacked jurisdiction.  The Second Circuit
faulted the lower courts for failing to recognize the significance
of the fact that the pending actions did not seek to collect on
the basis of Manville's conduct and instead sought to recover
directly from Travelers, a non-debtor insurer, for its own alleged
misconduct.  The Second Circuit concluded that the bankruptcy
court mistook its jurisdiction when it enjoined "claims brought
against a third-party non-debtor solely on the basis of that
third-party's financial contributions to a debtor's estate,"
because "a bankruptcy court only has jurisdiction to enjoin third-
party non-debtor claims that directly affect" the res of the
bankruptcy estate. Certiorari was granted.

Justice Souter, writing for a seven-Justice majority, said the
bankruptcy court correctly understood that the pending actions
fell within the scope of the 1986 orders, but the Second Circuit
erred in believing it was free to look beyond the terms of the
1986 orders and treat the matter as, in the Second Circuit's
words, "concern[ing] the outer reaches of a bankruptcy court's
jurisdiction."  If the Court of Appeals had been conducting a
direct review of the 1986 orders, it would have been duty bound to
consider whether the bankruptcy court had acted beyond its subject
matter jurisdiction.  However, the 1986 orders became final more
than two decades before the Second Circuit's decision.  The issue
of the bankruptcy court's jurisdiction and authority to enter the
injunction in 1986 was not properly before the Court of Appeals in
2008, nor was it properly before the Supreme Court.

Situations in which subject matter jurisdiction is subject to
collateral attack are rare, such as when the issue is waiver of
sovereign immunity.  The case at bar did not present one of those
rare situations.  The willingness of the Court of Appeals to
entertain the collateral attack on the 1986 orders could not be
squared with the rule of res judicata and the practical necessity
served by the rule, Justice Souter wrote.

The Court's holding was narrow, Justice Souter declared.  The
Court was not resolving whether a bankruptcy court, in 1986 or
today, could properly enjoin claims against nondebtor insurers
that are not derivative of the debtor's wrongdoing.  Justice
Souter noted, as had the Court of Appeals, that Congress in 1994
explicitly authorized bankruptcy courts, in some circumstances, to
enjoin actions against a nondebtor "alleged to be directly or
indirectly liable for the conduct of, claims against, or demands
on the debtor to the extent such alleged liability . . . arises by
reason of . . . the third party's provision of insurance to the
debtor or a related party," and to channel those claims to a trust
for payments to asbestos claimants. 11 U.S.C. Sec.
524(g)(4)(A)(ii).

Justice Stevens, in a dissenting opinion in which Justice Ginsburg
joined, said the 1986 orders barred only those claims against
Manville's insurers seeking to recover from the bankruptcy estate
for Manville's misconduct, not those claims seeking to recover
against the insurers for their own misconduct.  "Because the 1986
injunction has never meant what the Court today assumes," the
challenge to that injunction was not an impermissible collateral
attack, Justice Stevens stated.  Reversing In re Johns-Manville
Corp., 517 F.3d 52 2d Cir. 2008.  Travelers Indem. Co. v. Bailey,
--- S.Ct. ----, 2009 WL 1685625
http://www.supremecourtus.gov/opinions/08pdf/08-295.pdf(U.S.).


KIL CHA LEE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kil Cha Lee
        9302 International Blvd.
        Oakland, CA 94603

Bankruptcy Case No.: 09-45371

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Jee Soo Kim, Esq.
                  Law Offices of Jee Soo Kim
                  319 14th St. #A
                  Oakland, CA 94612
                  Tel: (510) 891-7000
                  Email: jeeskim@yahoo.com

Total Assets: $1,992,423

Total Debts: $1,809,623

A full-text copy of Mr. Lee's petition, including a list of his 11
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/canb09-45371.pdf

The petition was signed by Mr. Lee.


KIWA BIO-TECH: March 31 Balance Sheet Upside Down by $5,099,352
---------------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation filed with the Securities
and Exchange Commission its report on Form 10-Q for the first
quarter ended March 31, 2009.

As of March 31, 2009, the Company had $5,156,144 in total assets;
$8,449,421 in total current liabilities and $1,806,075 in total
long-term liabilities; resulting in shareholders' deficiency of
$5,140,104.  The Company had $40,752 in non-controlling interest
resulting in total deficiency of $5,099,352 as of March 31, 2009.

The Company posted a net loss of $843,413 for the three months
ended March 31, 2009, on net sales of $658,524, compared to a net
loss of $702,440 for the same period in 2008 on net sales of
$2,184,271.

As of March 31, 2009, the Company had cash of $16,917, current
ratio of 0.45 and quick ratio of 0.041.  The Company had an
accumulated deficit of $13,498,526, and incurred net losses
attributable to Kiwa shareholders of $818,125 during the three
months ended March 31, 2009.  This trend is expected to continue,
according to the Company.  Kiwa says the factors create
substantial doubt about the Company's ability to continue as a
going concern.

Management is in the course of sourcing additional capital and
considering ways to restructure or adjust the Company's operations
and product mix so as to increase profit margins in the future.
However, there is no guarantee that these actions will be
successful.

On June 3, 2009, the Company has received Notices of Default from
6% Notes and 2% Notes Purchasers, including AJW Partners, LLC, AJW
Partners II, LLC, AJW Offshore, Ltd., AJW Offshore II, Ltd., AJW
Qualified Partners, LLC, AJW Qualified Partners II, LLC, AJW
Master Fund, Ltd, AJW Master Fund II, Ltd., and New Millennium
Capital Partners III, LLC.

As reported by the Troubled Company Reporter on June 18, 2009, the
investors claim the Company was purportedly in default for failure
to timely file registration or effect registration as required
under the Company's notes issued to the investors.  The Company
has engaged in discussion with the Investors to resolve the
matter.

In its Form 10-Q filing, the Company said it believes that the
Notes Purchasers' claim is not valid.  The Company has not made
any provision for Liquidated damages in this regard.

Headquartered in Claremont, California, Kiwa Bio-Tech Products
Group Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/
-- develops, manufactures, distributes and markets bio-
technological products for agricultural and natural resources and
environmental conservation.  The Company has established two
subsidiaries in China: (1) Kiwa Shandong in 2002, a wholly owned
subsidiary, and (2) Kiwa Tianjin in July 2006, of which the
company holds 80% equity.

                       Going Concern Doubt

On March 6, 2009, Mao & Company, CPAs, Inc., in New York City
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
results for periods ended December 31, 2008, and 2007.  The
auditors pointed that the Company has suffered recurring losses
from operations, has debts maturing in 2009 and has a working
capital deficit and a net capital deficiency as of December 31,
2008.


LAZY DAYS: Moody's Withdraws 'Ca' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service withdrew all ratings on Lazy Days' R.V.
Center, Inc. for business reasons.

These ratings were withdrawn:

  -- Probability of Default Rating at Ca/LD;
  -- Corporate Family Rating at Ca;
  -- Senior Unsecured Notes at C (LGD 5, 85%);
  -- The negative ratings outlook
  -- The SGL-4 Speculative Grade Liquidity Rating

The last rating action on Lazy Days was on April 27, 2009, when
Moody's confirmed the company's Ca corporate family rating and
changed its probability of default rating to Ca/LD.

Lazy Days' 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 the company's core industry and Lazy Days' ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered near Tampa, Florida, Lazy Days' R.V. Center, Inc.,
is the largest single site R.V. retailer in the world.  Its
products include new and pre-owned Class A and Class C motor
homes, travel trailers and fifth-wheel trailers.


LEAR CORP: Bank Debt Trades Near 35% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 65.29 cents-on-the-
dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 6.71 percentage points from
the previous week, the Journal says.  The loan matures March 29,
2012.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank debt is not rated by both Moody's
and S&P.

                      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.

                            *     *     *

The Troubled Company Reporter on June 18, 2009, said Standard &
Poor's Ratings Services revised its recovery ratings on Lear
Corp.'s (D/--/--) $1 billion senior secured term facility to '3'
from '1', indicating S&P's expectation that lenders will receive
meaningful (50% to 70%) recovery in the event of a default.  S&P
also revised its recovery rating on Lear's senior unsecured notes
to '6' from '5', indicating S&P's expectation that lenders will
receive negligible (0 to 10%) recovery in the event of a payment
default.


LEHMAN BROTHERS: PBGC Assumes Pension Plan for 22,000 Workers
-------------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the pension plan of more than 22,000 workers
and retirees of Lehman Brothers Holdings Inc. and its
subsidiaries.  The New York City-based investment bank is
liquidating under bankruptcy court protection.

The PBGC stepped in because the underfunded pension plan would be
without a sponsor following the liquidation of substantially all
the firm's assets.  None of the buyers assumed responsibility for
the retirement plan.

The PBGC will take over the plan's assets and use insurance funds
to pay guaranteed benefits earned under the plan, which ended as
of December 12, 2008.  At that time, the Lehman Brothers Holdings
Inc. Retirement Plan had a shortfall of $115 million, with
$800 million in assets to cover $915 million in benefit
liabilities.  The $115 million underfunding figure has been
revised upward from previously announced estimates, which had been
made before December asset information was available.

Retirees and beneficiaries will continue to receive their monthly
benefit checks without interruption, and other participants will
receive their pensions when they are eligible to retire.

The agency became trustee of the plan on June 17, 2009.

The bankruptcy court recently approved a settlement between the
agency and Lehman for $127.6 million plus interest.  Under the
agreement, PBGC received $115 million for the funding shortfall,
and $12 million for the Company's liabilities for termination
premiums.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Lehman Brothers pension plan.
Under provisions of the Pension Protection Act of 2006, the
maximum guaranteed pension the PBGC can pay is determined by the
legal limits in force on the date of the plan sponsor's
bankruptcy.  Therefore participants in the plan are subject to the
limits in effect on September 15, 2008, the date Lehman filed for
Chapter 11 protection in the U.S. Bankruptcy Court in Manhattan.
The maximum guaranteed amount is $51,750 per year for a 65-year-
old.

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

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

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2008 financial statements, in accordance with
generally accepted accounting principles.

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

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.
N.Y. Case No. 08-13555) after Barclays PLC and Bank of America
Corp. backed out of a deal to acquire the company, and the U.S.
Treasury refused to provide financial support that would have
eased out a sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American investment
banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchase Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 for Lehman's investment
banking and equities businesses in Europe, but retained most of
Lehman's employees.

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


LITHIUM TECHNOLOGY: Amper Politziner Raises Going Concern Doubt
---------------------------------------------------------------
Lithium Technology Corp. posted a net loss of $6,414,000 on
products and services sales of $4,167,000 for the year ended
December 31, 2008, compared to a net loss of $24,391,000 on
products and services sales of $2,609,000 for 2007.

The company had $11,107,000 in total assets and $21,897,000 in
total liabilities, resulting in $10,790,000 shareholders' deficit
at December 31, 2008.

In its audit report dated June 11, 2009, Amper, Politziner &
Mattia LLP, in Edison, New Jersey, raised substantial doubt about
the company's ability to continue as a going concern, noting that
the company has recurring losses from operations since inception
and has a working capital deficiency.

Lithium Technology has financed its operations since inception
primarily through equity and debt financings, loans from
shareholders, including loans from Arch Hill Capital N.V. and
related parties, loans from silent partners and bank borrowings
secured by assets.  The company's operating plan seeks to minimize
its capital requirements, but the expansion of its production
capacity to meet increasing sales and refinement of its
manufacturing process and equipment will require additional
capital.  The company expects that operating and production
expenses will increase significantly to meet increasing sales.

Lithium Technology restructured its business starting in the third
quarter of 2008, by abandoning its flat cell production activity
and streamlining its cylindrical cell production in Nordhausen
Germany.  Going forward the US operation will assemble batteries
to customer needs for the US market.  Batteries for the EU market
will initially be assembled in Nordhausen Germany.  The company
has recently entered into a number of financing transactions and
raised roughly $7 million in net proceeds in debt and equity
financing transactions from January to December 2008.  The company
is continuing to seek other financing initiatives and needs to
raise additional capital to meet its working capital needs, for
the repayment of debt and for capital expenditures.  The capital
is expected to come from the sale of securities.  The company
believes that if it raises roughly $7 million in debt and equity
financings it would have sufficient funds to meet its needs for
working capital, repayment of debt and for capital expenditures
over the next 12 months and to meet expansion plans.

Based in Plymouth Meeting, Pennsylvania, Lithium Technology
Corporation is a global manufacturer and provider of rechargeable
energy storage solutions for diverse applications.  The Company
designs and builds a limited amount of large format, cylindrical
lithium-ion (Li-ion) rechargeable cells and engineers and builds
lithium-ion (Li-ion) rechargeable batteries complete with battery
management systems for use in transportation, military/national
security and stationary power markets.  LTC also manufactures its
own unique large format, cylindrical cells.


MARIA LANDAVERDE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Maria Gricelda Landaverde
        2940 Verdugo Road, Unit 309
        Glendale, CA 91208

Bankruptcy Case No.: 09-25376

Chapter 11 Petition Date: June 18, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Dionne M. Marucchi, Esq.
                  Law Office of Dionne M. Marucchi
                  9829 Carmenita Rd, Ste.H
                  Whittier, CA 90605
                  Tel: (562) 445-8030
                  Fax: (626) 444-8695
                  Email: dionnemateos@gmail.com

                  Dionne Mateos, Esq.
                  Law Office of Dionne Mateos
                  9829 Carmenita Rd, Suite H
                  Whittier, CA 90605
                  Tel: (562) 445-8030
                  Fax: (626) 444-8695
                  Email: dionne@cbclegal.com

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

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

A full-text copy of Ms. Landaverde's petition, including a list of
her 3 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/cacb09-25376.pdf

The petition was signed by Ms. Landaverde


MARIETTA AREA: Moody's Downgrades Underlying Bond Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Marietta Area Health
Care's underlying bond rating to Ba1 from Baa2.  The downgrade
affects approximately $40 million of outstanding revenue bonds
(listed at the conclusion of this report) issued by Washington
County, Ohio.  The outlook is negative and the rating has been
removed from Watchlist at this time.  The two-notch downgrade is
attributable to the unexpected downturn in operating performance
in FY 2008 and continued operating losses that have worsened
through seven-months of 2009, a significant deterioration in cash
position and associated liquidity metrics and breach of liquidity
covenant under bank agreement.  The negative outlook reflects
risks associated with reversing a sizable operating loss,
rebuilding liquidity, and acceleration and renewal risks under
bank agreements and interest rate variability stemming from debt
structure comprised of 63% variable rate demand debt.

Legal Security: The bonds are secured by a pledge of gross
receipts and a negative mortgage lien.  The Obligated Group
consists of Marietta Area Health Care, Inc, Marietta Memorial
Hospital, Marietta Area Health, Inc. (Harmar Place nursing home),
and Marietta Memorial Health Foundation.  Each member of the
obligated group is jointly and severally liable for all the notes
issued under the Master Trust Indenture.

Interest Rate Derivatives: MAHC has four floating-to-fixed payor
interest rate swap agreements in a total notional amount of
$40.2 million hedging interest rate risk related to Series 2001,
Series 2002, Series 2003, and Series 2008 bonds.  The first fixed
payor swap is in a notional amount of $10.85 million related to
the Series 2001 bonds, matures August 1, 2015 with MAHC paying a
fixed rate of 3.87% and receiving variable rate equal to SIFMA.
The second fixed payor swap is in a notional amount of $4.0
million related to the Series 2002 bonds, matures August 1, 2015
with MAHC paying a fixed rate of 3.87% and receiving variable rate
equal to SIFMA.  The third fixed payor swap is in a notional
amount of $16.95 million related to the Series 2003 bonds, matures
December 1, 2033 with MAHC paying a fixed rate of 4.27% and
receiving variable rate equal to SIFMA.  The fourth fixed payor
swap is in a notional amount of $12.0 million related to the
Series 2008 bonds, matures March 1, 2033, with MAHC paying a fixed
rate of 3.57% and receiving variable rate equal to SIFMA.  The
counterparty related to Series 2001 and 2002 swaps is Fifth Third
Bank and the counterparty related to Series 2003 and 2008 swaps is
Morgan Stanley Capital Services, Inc.  As of June 4, 2009, the
mark-to-market value of the swaps was equal to a liability of
$2.0 million.  There are no collateral posting requirements and
rating provisions that would cause termination events under the
swap documents.

                           Challenges

* Sizable unexpected downturn in operating performance in FY 2008
  with an operating loss of $1.3 million (-0.7% margin) from
  $5.0 million operating income (3.1% margin) in FY 2007 and
  decline in operating cash flow to $11.2 million (5.8% margin)
  from $16.6 million (10.4% margin) in FY 2007; through 7-months
  FY 2009 (combined Marietta Memorial Hospital and Selby Hospital
  only) operating performance has declined further with a larger
  operating loss of $3.7 million (-3.7% margin) and thin
  $3.5 million operating cash flow (3.5% margin) from the prior
  period

* Precipitous decline in unrestricted liquidity as a result of the
  decline in operating performance and investment losses; as of
  May 31, 2009, unrestricted cash declined to approximately
  $37.5 million (estimated 81 days cash on hand), down from
  $56.2 million (112 days cash on hand) at FYE 2008 and
  $77.7 million (193 days cash on hand) at FYE 2007.  As a result,
  cash-to-debt declined to a very weak 57% as of May 31, 2009,
  down from 74% at FYE 2008 and 119% at FYE 2007

* Risky debt structure and credit pressures related to 63%
  variable rate demand bonds of total debt supported by bank
  letters of credit and a standby bond purchase agreement and with
  only 80% cash-to-puttable debt which provides insufficient
  cushion in the event of an unexpected acceleration by liquidity
  providers; MAHC breached liquidity covenant (minimum 90 days)
  under Series 2008 LOC and will require a waiver

* Aggressive investment allocation relative to rating level and
  weak cash position with approximately 55% in equities, 13% in
  alternatives and remaining in fixed income and cash

* Weak demographics in the primary service area characterized by
  declining population growth, low median income levels compared
  to state and national levels, and high Medicare and Medicaid
  population (represents 60% of gross revenues)

                            Strengths

* Leading market share of 60% in Washington County, Ohio with
  limited direct physician and hospital competition in primary
  service area service area

* Despite operating in a weak demographic service area, favorable
  volume growth in FY 2008 at Marietta Memorial Hospital with 3.0%
  increase in inpatient admissions and 5.8% increase in outpatient
  surgeries; although through 7-months FY 2009 outpatient surgery
  volumes are relatively flat due to the down economy

* Management has outlined a short term performance improvement
  plan that includes curtailing capital spending in FY 2009 and
  implementing expense reductions that will result in annual cost
  savings

                   Recent Developments/Results

The rating downgrade and the assignment of a negative outlook
reflect Marietta Area Health Care's unexpected downturn in
operating performance and liquidity in FY 2008 and further
deterioration in operating performance and balance sheet strength
through 7-months of FY 2009.  After a history of favorable
operating performance, MAHC posted a sizable operating loss of
$1.3 million (-0.7% margin) in audited FY 2008 from favorable
operating income of $5.0 million (3.1% margin) generated in FY
2007.  Absolute operating cash flow declined to $11.2 million
(5.8% margin) in FY 2008 from a stronger $16.6 million (10.4%
margin) in FY 2007.  Through 7-months FY 2009, operating
performance has deteriorated further from the prior year period
with a reported operating loss (combined Marietta Memorial
Hospital and Selby Hospital) of $3.7 million (-3.7% margin) and
weak operating cash flow of $3.5 million (3.5% margin).  Although,
management has indicated operating performance is showing some
signs of improvement in recent months.  Management attributes the
material downturn in operating performance to expense growth
significantly outpacing revenue growth primarily due to; 1) start
up costs associated with hospital initiatives in FY 2008 including
higher staffing costs associated with opening a new interventional
cardiology program in January 2008 and the ramp up of staffing
levels in anticipation of volume growth; 2) shortfall in volume
expectations and flat surgery volume growth due to the downturn in
the economy; 3) continued rise in charity care and bad debt
expense and 4) greater than anticipated physician losses from
employment of an Anesthesiology group and recruitment of two
general surgeons.

Due to the decline in operating cash flow generation and the
issuance of Series 2008 bonds, debt coverage levels declined in FY
2008 with debt-to-cash flow measuring a high (unfavorable) 7.1
times and Moody's adjusted maximum annual debt service coverage
measuring 2.5 times from 3.6 times debt-to-cash flow and 4.4 times
MADS coverage in FY 2007.

Given the decline in operating performance and impact on debt
service coverage levels, management has developed a short term
performance improvement plan including curtailing 35-40% of
capital spending in FY 2009 from $19.7 million to approximately
$12-13 million.  Management has evaluated and implemented several
expense reduction strategies including a hiring freeze, layoffs
through early retirement, closure of a detox program, and
consolidation of behavioral health program at Selby Hospital,
which is projected to result in total annual cost savings of
$1.3 million beginning in FY 2010.  Management anticipates about
$400,000 positive impact in FY 2009.  Management is also
evaluating staffing levels through a national benchmarking
company.

MAHC's balance sheet, historically a credit strength, has
significantly deteriorated since FYE 2007.  As of September 30,
2008, unrestricted cash and investments declined to a material
$56.3 million following a six year growth trend to $77.7 million
at FYE 2007.  As of May 31, 2009, unrestricted cash declined
further to a very weak $37.5 million.  As a result, liquidity
measures have weakened to an estimated 81 days cash on hand and
57% cash-to-debt from 112 days and 74% cash-to-debt at FYE 2008
and from a stronger 193 days and 119% cash-to-debt at FYE 2007.
The precipitous decline in cash is due to the decline in operating
performance and unrealized investment losses from an aggressive
investment portfolio relative to rating level.  MAHC's investment
allocation poses risks given the MAHC's weak cash position with
approximately 55% invested in equities, 13% invested in
alternatives and 32% invested in fixed income and cash.
Investments have some concentration risk with a domestic equity
and fixed income fund comprising 42% of total investment funds.
Management has and continues to evaluate MAHC's investment
strategy with an independent consultant.

In addition to the investment portfolio, MAHC's current debt
structure adds significant risk during a period of operating
challenges and weak liquidity and is exposed to interest rate
variability, acceleration, and renewal risk with an aggressive 63%
of variable rate demand debt, including $25.6 million of variable
rate bonds supported by letters of credit and $21.3 million of FSA
insured variable rate bonds supported by a standby bond purchase
agreement.  The Series 2001 and 2002 bonds are supported by LOCs
with Fifth Third Bank (expire in December 15, 2010) and Series
2008 bonds are supported by a LOC with JPMorgan Chase Bank
(expires March 15, 2013).  The Series 2003 bonds are supported by
a SBPA with JPMorgan Chase Bank (expires December 31, 2011).
MAHC's cash-to-puttable debt is measured at an unfavorable 80% (as
of May 31, 2009) which provides an inadequate cushion in the event
obligations are unexpectedly accelerated by liquidity providers
and the bank agreements are not renewed.  Under the SBPA agreement
related to the Series 2003 FSA insured variable rate bonds, an
event of default includes the occurrence of an Insurer Adverse
Change which is the failure of the bond insurer to maintain at
least a Aa3 rating by any rating agency for a period of 90 days.
Currently, Moody's financial strength rating of FSA is Aa3 on
review for possible downgrade which increases the risk of a
possible termination event after 30-days after written notice by
the bank and immediate repayment of outstanding bonds.

Under the Series 2008 LOC agreement, MAHC is required to maintain
financial covenants including days cash on hand (minimum 90 days
maintained by Marietta Memorial Hospital measured quarterly and by
the Obligated Group measured at fiscal year end) and debt service
coverage ratio (minimum 1.2 times measured quarterly).  MAHC
breached the liquidity covenant as of March 31, 2009 and currently
is in discussions with the JPMorgan Chase Bank.  In the event of a
default and continuance of default for a 30-day period after
notice from the bank, the bank's remedies include causing a
mandatory tender after 15 days after written notice to the
Trustee.  Moody's believes the continued weak operating
performance and sizable decline in unrestricted liquidity coupled
with the liquidity covenant violation and potential for
acceleration risk under bank agreements are significant credit
concerns and the primary drivers for the rating downgrade and
negative outlook.

                             Outlook

The negative outlook reflects risks associated with reversing a
sizable operating loss, significant deterioration in cash
position, and acceleration and renewal risks under bank agreements
and Moody's concern that prolonged weak operating performance and
cash balance will stress already low debt and liquidity ratios.

                 What could change the rating-UP

With a negative outlook, a rating upgrade in the near term is
unlikely; longer-term upgrade would be considered with notable
improvement in operating performance and ability to sustain
improved levels for multiple years, growth in cash, and material
improvement in debt coverage and liquidity measures

                What could change the rating-DOWN

Declines in volumes and further decline in operating performance;
continued weakening of liquidity balance from current levels;
failure to meet bank covenants; unexpected debt issuance without
commensurate increase in cash and cash flow generation

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Marietta Area Health Care,
     Inc.

  -- First number reflects audit year ended September 30, 2007

  -- Second number reflects audit year ended September 30, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 7,859; 8,098

* Total operating revenues: $159.9 million; $191.3 million

* Moody's-adjusted net revenue available for debt service:
  $21.8 million; $14.8 million

* Total debt outstanding: $65.2 million; $75.7 million

* Maximum annual debt service (MADS): $4.9 million; $5.9 million

* MADS Coverage with reported investment income: 4.0 times; 2.6
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 4.4 times; 2.5 times

* Debt-to-cash flow: 3.6 times; 7.1 times

* Days cash on hand: 193 days; 112 days

* Cash-to-debt: 119%; 74%

* Operating margin: 3.1%; -0.7%

* Operating cash flow margin: 10.4%; 5.8%

Rated Debt (debt outstanding as of September 30, 2008)

  -- Series 1998 (fixed rate) ($18.3 million outstanding), rated
     Aa3 (FSA insured); Ba1 underlying rating

  -- Series 2003 (variable rate) ($21.5 million outstanding),
     rated Aa3/VMIG1 (FSA insured) supported by Standby Bond
     Purchase Agreement (expires December 31, 2011) provided by
     JPMorgan Chase Bank; Ba1 underlying rating

The last rating action was on April 10, 2009, when the Baa2 bond
rating of Marietta Area Health Care was placed on watchlist for
possible downgrade.


MAGUIRE PROPERTIES: Extends Debt Maturity, Settles Swap Obligation
------------------------------------------------------------------
Maguire Properties, Inc., has extended the debt maturity on a
construction loan for the Lantana Media Entertainment Campus
located in Santa Monica, California.

The outstanding balance of the loan as of the extension date was
approximately $84 million and the new maturity date is
September 30, 2009.  The Company was able to further extend the
maturity date of this loan to June 13, 2010, subject to certain
conditions.  No principal paydown was made in connection with the
extension of this loan.

The Company holds a forward-starting interest rate swap that was
purchased to hedge the interest rate on permanent financing for
our Lantana Media Campus construction loan.  This swap had a
mandatory early termination date of September 19, 2009.  As of
March 31, 2009, the termination value of the swap was a liability
of $22.9 million.  The Company recently reached an agreement with
our counterparty to terminate the swap for $11.3 million as a
result of recent movement in treasury rates, one-half of which was
paid during June 2009 while the other half will be paid during
July 2009.

President and Chief Executive Officer Nelson Rising commented,
"Given continued lending challenges facing the industry we are
pleased to extend this loan and are quite satisfied to terminate
the swap agreement with more favorable results.  The Company
continues its focus on addressing its liquidity issues, near-term
debt maturities and improving the occupancy level of its
portfolio.  The previously announced disposition of 3161 Michelson
was another significant event in that it eliminated the project
loan and a number of master lease obligations."

The Company will file a Current Report on Form 8-K with the
Securities and Exchange Commission containing additional details
relating to the loan extension.

                    About Maguire Properties

Maguire Properties, Inc. -- http://www.maguireproperties.com-- is
the largest owner and operator of Class A office properties in the
Los Angeles central business district and is primarily focused on
owning and operating high-quality office properties in the
Southern California market.  Maguire Properties is a full-service
real estate company with substantial in-house expertise and
resources in property management, marketing, leasing,
acquisitions, development and financing.

As of March 31, 2009, the Company reported $5,116,386,000 in
assets and $5,173,046,000 in liabilities, resulting in total
stockholders' deficit of $51,373,000.


METRO ONE: Fails to File April 30 Quarterly Report on Time
----------------------------------------------------------
Metro One Development, Inc., formerly known as On The Go
Healthcare, Inc., was unable to file, without unreasonable effort
and expense, its Form 10-Q Quarterly Report for the period ended
April 30, 2009, because its financial statements for that period
have not been completed and as a result, its auditors have not yet
had an opportunity to complete their review of the financial
statements.

                        About Metro One

Headquartered in Concord, Ontario, Canada, Metro One Development
Inc. (OTC BB: MODI) -- http://www.metro-one.com/-- formerly On
The Go Healthcare Inc., is a custom builder and property developer
in the greater Toronto area.  The company was a value-added
reseller of computer and computer-related products, including
hardware, peripherals, software and supplies.

The company's balance sheet at January 31, 2008, showed total
assets of $21 and total liabilities $4,226,688, resulting in
stockholders' deficit of $5,226,667.

                       Going Concern Doubt

Metro One Development Inc. has an accumulated deficit of
$20,738,346 as of April 30, 2008, and incurred a net loss
applicable to common stockholders of $4,678,750 during the nine
months ended April 30, 2008.  These conditions raise substantial
doubt about the company's ability to continue as a going concern.

Laurus Master Fund Ltd. has notified the company that it is in
default under the Amended and Restated Security Purchase
Agreement.  In addition, the company's payment obligations under
the Secured Revolving Note issued pursuant to such Amended and
Restated Security Purchase Agreement are currently in default.
The company's Secured Revolving Note with Laurus was the company's
primary source of financing until March 17, 2008.  Without this
source of funding, the company no longer has access to capital to
allow it to develop its operations.


METROMEDIA INT'L: Shareholders That Sued Among Creditors
--------------------------------------------------------
Peg Brickley at Dow Jones Newswires reports that Metromedia
International Group Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware.

According to Dow Jones, Metromedia's creditors include preferred
shareholders who were awarded $20 per share more than the Company
wanted to pay them in a 2007 deal.

Dow Jones relates that a Delaware corporate law tribunal ordered
Metromedia in April 2009 to pay preferred shareholders $38.92 per
share for their stock, which was issued in 1997.  Dow Jones states
that the price Chancellor William Chandler put on the Metromedia
preferred shares in April was less than the $50-plus that
preferred shareholders wanted for their shares, but it was more
than the $18.07 per share that the Company said was a fair price
for the preferred shares in a deal that helped set the Company up
for a buyout by private-equity firms in 2007.

Salford Capital Partners took over Metromedia's assets in a deal
aided by Sun Capital Partners, which then sent preferred
shareholders to Delaware's Court of Chancery for more money, Dow
Jones says.

Court documents say that other Metromedia creditors are:

     -- Zarove Associates, owed almost $50 million due to the
        appraisal action judgment; and

     -- Private Management Group Inc., with a $41 million debt
        growing from the corporate law tribunal decision;

     -- Gracie Capital;

     -- Farallon Capital; and

     -- JPMorgan Chase & Co.

Based in Charlotte, North Carolina, Metromedia International Group
Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-
group.com/ -- through its wholly owned subsidiaries, owns
interests in several communications businesses in the country of
Georgia.  The company's core businesses include Magticom Ltd., a
mobile telephony operator located in Tbilisi, Georgia, Telecom
Georgia, a long distance telephony operator, and Telenet, which
provides Internet access, data communications, voice telephony and
international access services.


MITCHELL SCOTT ZUCKER: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Mitchell Scott Zucker
               Jacqulin Elaine Zucker
               4196 Monet Cr.
               San Jose, CA 95136

Bankruptcy Case No.: 09-54787

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtors' Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Email: cbgattyecf@aol.com

Total Assets: $2,054,336

Total Debts: $2,640,750

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/canb09-54787.pdf

The petition was signed by the Joint Debtors.


MONACO COACH: Can't Access Cash Collateral; Seeks Ch. 7 Conversion
------------------------------------------------------------------
Monaco Coach Corporation asks the U.S. Bankruptcy Court for the
District of Delaware to convert its Chapter 11 bankruptcy cases to
proceedings under Chapter 7 of the Bankruptcy Code.

The Debtor explained that it lost access to the cash collateral
securing its obligations to its lenders.  The Debtor said it no
longer has the ability to satisfy administrative expenses that
will be incurred in continuing Chapter 11 cases.  The Debtor said
it wants the cases converted unless it can reach an agreement with
its official committee of unsecured creditors and secured lenders
that allows for the consensual use of the lenders' cash collateral
necessary to continue under Chapter 11.

Monaco Coach, now known as MCC, also said it closed sales of its
luxury motorhome resort and core manufacturing assets on June 4,
2009.

As reported by the Troubled Company Reporter on June 15, 2009,
Navistar International Corporation, through its wholly owned
subsidiary Workhorse International Holding Company, completed the
acquisition of certain assets of Monaco Coach for $45 million.
Navistar funded the purchase price with cash on hand.

Under the terms of the asset purchase agreement, Navistar acquired
five manufacturing facilities, intellectual property and
trademarks and certain inventory.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


MORRIS PUBLISHING: Forbearance on $9.7MM Interest Payment Moved
---------------------------------------------------------------
Morris Publishing Group, LLC on June 12, 2009, entered into Waiver
No. 7, under the Credit Agreement dated as of December 14, 2005,
with the lender parties and JPMorgan Chase Bank, N.A., as
administrative agent.

Additional parties to the Waiver include the subsidiary guarantors
of Morris Publishing, Morris Communications, MPG Newspaper
Holding, LLC, the parent of Morris Publishing; Shivers Trading &
Operating Company, the parent of MPG Holding; and Morris
Communications Holding Company, LLC, the parent of Morris
Communications.  The lenders party to the Credit Agreement are:

     * JPMorgan Chase Bank, N.A.,
     * The Bank of New York,
     * SunTrust Bank,
     * Wachovia Bank, N.A.,
     * Bank of America, N.A.,
     * General Electric Capital Corporation,
     * Allied Irish Banks, P.L.C.,
     * RBS Citizens, N.A.,
     * Comerica Bank,
     * US Bank, National Association,
     * First Tennessee Bank, National Association,
     * Webster Bank, National Association,
     * Keybank National Association,
     * Sumitomo Mitsui Banking Corporation, and
     * Mizuho Corporate Bank, Ltd.

The Credit Agreement includes an event of default if Morris
Publishing defaults in the payment when due of any principal or
interest due on any other indebtedness having an aggregate
principal amount of $5,000,000 or more -- such as Morris
Publishing's $278,478,000 of 7% Senior Subordinated Notes due
2013.  Morris Publishing failed to pay the $9,746,730 interest
payment due February 1, 2009 on the Notes.

Waiver No. 7 waives any default that arose from the failure to
make the interest payment until 5:00 p.m. New York City time on
July 14, 2009, however, the waiver will terminate earlier if
Amendment No. 4 to the Forbearance Agreement is terminated or
amended prior to such time or upon other defaults.

Waiver No. 7 also waives until July 14, 2009, any event of default
that may have occurred consisting solely of the consolidated cash
flow ratio of Morris Communications and Morris Publishing
exceeding the applicable amount permitted under Section 6.06(a) of
the Credit Agreement.

Also on June 12, 2009, Morris Publishing and Morris Publishing
Finance Co., as issuers, and all other subsidiaries of Morris
Publishing, as subsidiary guarantors, entered into Amendment No. 4
to the Forbearance Agreement dated as of February 26, 2009, with
respect to the indenture relating to the Notes between the
issuers, the subsidiary guarantors and US Bank Trust, N.A. (as
successor to Wachovia Bank, N.A.), as Indenture Trustee, dated as
of August 7, 2003.

Morris Publishing failed to pay the $9,746,730 interest payment
due February 1, 2009 on the Notes.  Pursuant to the Forbearance
Agreement, the holders, their investment advisors or managers of
more than $226,000,000 of outstanding principal amount of the
Notes (over 80% of the outstanding Notes), agreed not to take any
action during the forbearance period as a result of the Payment
Default to enforce any of the rights and remedies available to the
Holders or the Indenture Trustee under the Indenture or the Notes,
including any action to accelerate, or join in any request for
acceleration of, the Notes.  The Holders also agreed to request
that the Indenture Trustee not take any remedial action with
respect to the Payment Default, including any action to accelerate
the Notes during the Forbearance Period.

Under the Amendment No. 4, the "Forbearance Period" generally
means the period ending at 5:00 p.m. EDT on July 14, 2009, but
could be terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Credit
Agreement accelerate the maturity of the obligations under the
Credit Agreement, if Waiver No. 7 is terminated, upon the
occurrence of any other default under the Indenture, or if Morris
Publishing files for bankruptcy protection or breaches its
covenants under the Forbearance Agreement.

Morris Publishing Group, LLC -- http://www.morris.com/-- is a
privately held media company based in Augusta, Georgia.  Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


MRV COMMUNICATIONS: Suspended from Trading on Nasdaq
----------------------------------------------------
MRV Communications, Inc. made an appeal to the Nasdaq Listing and
Hearings Review Council to request a further extension to
August 5, 2009, to become current with its periodic financial
reports as required by The Nasdaq Global Market's Rule 5250(c)(1).
The Company was notified on June 16, 2009, that it would not
receive an extension, and therefore shares of its common stock
were suspended from trading on The Nasdaq Global Market as of the
opening of business on June 17, 2009.  The Company's common stock
is now quoted under the symbol "MRVC" on the Pink OTC Markets,
Inc.

Noam Lotan, President and Chief Executive Officer of MRV, stated,
"Clearly, we are disappointed that trading in our stock on Nasdaq
has been suspended.  However, we continue to remain committed to
our goals of completing the restatement, regaining compliance with
Nasdaq's listing requirements and focusing on the needs of our
customers.  The Company's financial position remains strong. MRV
is free of any long-term debt and has a solid asset base with
$71.4 million in cash as of March 31, 2009. Further, our products
continue to perform well in relation to our respective markets."

As of June 17, 2009, MRV's real-time level 2 quote may be found at
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=mrvc

The inability of MRV to file its quarterly and annual reports,
solicit proxies and hold an annual meeting, is due to a pending
restatement of the Company's past financial statements.  The
Company announced in June 2008 that its historical financial
statements cannot be relied upon.  A Special Committee of MRV's
Board of Directors conducted an investigation with respect to the
Company's historical stock option granting practices and related
accounting, as well as its accounting for earn-outs and profit
sharing for certain European subsidiaries.

The Company has been working on restating its financial statements
to address the issues described above as well as additional
unrelated errors in its previously released financial statements,
and to date has not been able to timely file its periodic reports
or proxy statement with the SEC, or hold an annual stockholders
meeting.

Upon request by the Company, Nasdaq had provided MRV with an
extension to become current with its delinquent periodic reports
until June 15, 2009, a deadline the Company could not achieve. MRV
is working diligently, in consultation with its outside auditors,
to complete its restatement process as promptly as practicable.

The Pink OTC Markets, Inc. -- http://www.pinksheets.com-- is a
regulated quotation service that displays real-time quotes, last-
sale prices and volume information in OTC equity securities.  An
OTC equity security generally is any equity that is not listed or
traded on a national securities exchange.

                     About MRV Communications

MRV Communications, Inc. -- http://www.mrv.com/and
http://www.sourcephotonics.com/-- is a networking company with a
full line of packet-optical transport, carrier Ethernet, 40G and
out-of-band networking equipment, services and optical components
for high-speed carrier and enterprise networks and specialized
aerospace, defense and other communications networks.  MRV's
networking business provides equipment for commercial customers,
governments and telecommunications service providers.  MRV markets
and sells its products worldwide, with operations in Europe that
provide network system design, integration and distribution.  The
Company's optical components business which provides optical
communications components for access and fiber-to-the-premises
applications operates under the Source Photonics brand.


NASHVILLE SENIOR: Committee Can't Appeal Unstayed Sec. 363 Order
----------------------------------------------------------------
WestLaw reports that failure on the part of a creditors' committee
to obtain a stay of an order approving a sale outside the ordinary
course of business of both the debtors' and non-debtor/co-tenant's
interest in property that they owned as tenants in common
prevented the committee from pursuing an appeal from that portion
of the order authorizing the sale of the non-debtor/co-tenant's
interest.  It did not matter that the  bankruptcy statute mooting
appeals from unstayed sales orders of bankruptcy court was by its
terms limited to sales orders entered under the first two
subsections of the statute, i.e., to subsections dealing with
sales outside the ordinary course and within ordinary course of
the debtor's business.  The sale of the non-debtor/co-tenant's
interest in the property was an integral part of the sale, without
which a sale likely would not have gone forward.  Moreover, the
good faith of the purchaser acquiring the property had not been
challenged.  In re Nashville Senior Living, LLC, ---B.R.----, 2009
WL 1617860 (6th Cir. BAP (Tenn.)).

Nashville Senior Living, LLC, sought Chapter 11 protection (Bankr.
M.D. Tenn. Case No. 08-07254) on August 17, 2008, reporting less
than $1 million in assets and liabilities.  Seven affiliates --
see http://is.gd/17gmrand http://is.gd/17gp9-- contemporaneously
filed Chapter 11 petitions, each estimating up to $10 million in
assets and up to $100 million in liabilities.  Robert A. Guy,
Esq., at Waller Lansden Dortch & Davis, in Nashville, represents
the Debtor.


NEIMAN MARCUS: Bank Debt Trades at 24% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 75.96
cents-on-the-dollar during the week ended June 19, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.83 percentage points
from the previous week, the Journal relates.  The loan matures
April 6, 2013.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's BB- rating.

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

On March 5, 2009, Fitch Ratings affirmed the Issuer Default Rating
on Neiman Marcus, Inc., and its subsidiary, The Neiman Marcus
Group, Inc., at 'B' and revised the Rating Outlook to Negative
from Stable.  NMG had $3 billion of debt outstanding as of
January 31, 2009.  The TCR said February 9, 2009, that Standard &
Poor's Ratings Services placed its ratings on six department store
companies, including Neiman Marcus ("B+"), on CreditWatch with
negative implications.


NORTEL NETWORKS: To Liquidate; Sells CDMA, LTE Assets to Nokia
--------------------------------------------------------------
Networks Corporation, its principal operating subsidiary Nortel
Networks Limited and certain of NNL's subsidiaries, including
Nortel Networks Inc., have entered into a "stalking horse" asset
sale agreement with Nokia Siemens Networks B. V. for the sale of
substantially all of its CDMA business and LTE Access assets for
US$650 million.

The agreement with NSN specifies that at least 2,500 employees
would have the opportunity to continue with NSN.  This represents
a significant portion of the employees associated with the assets
being sold.

Nortel also said it is advancing in its discussions with external
parties to sell its other businesses.  The company will assess
other restructuring alternatives for the businesses in the event
it is unable to maximize value through sales.  In addition, Nortel
will apply to delist its common shares and the NNL preferred
shares from trading on the Toronto Stock Exchange and expects that
the creditor protection proceedings will ultimately result in the
cancellation of these equity interests.  Trading in such shares on
the TSX is expected to be suspended pending the TSX's decision on
the delisting application.

Nortel President and Chief Executive Officer, Mike Zafirovski
said, "Maximizing the value of our businesses in the face of a
consolidating global market has been our most critical priority.
We have determined the best way to do this is to find buyers for
our businesses who can carry Nortel innovation forward, while
preserving employment to the greatest extent possible. This will
ensure Nortel's strong assets -- technologies, customer
relationships, and employees -- continue to play an important role
in driving the future of communications.  The value of Nortel's
wireless business is recognized throughout the industry.  The
agreement we are announcing today is solid proof of that value and
represents the best path forward for our other businesses."

Mr. Zafirovski continued: "We also believe this will help provide
clarity for our customers and employees. Customers have
demonstrated consistent support for our products and services, and
we want to ensure they continue to benefit from Nortel's
technology and know-how.  In addition, Nortel's employees are
doing a tremendous job under challenging conditions, stabilizing
our business and delivering outstanding service to our customers.
It is important to provide our employees with a clear sense of
direction around their future and potential opportunities with the
new companies."

The wireless business is the second largest supplier of CDMA
infrastructure in the world.  It does business with three of the
five top CDMA operators globally, including Verizon Wireless,
which operates the largest wireless voice and data network in the
United States.

Richard Lowe, President, Carrier Networks added, "Seeking a strong
and stable buyer is the best path forward for our CDMA business
and LTE Access assets. If successfully completed, this transaction
would give many of our CDMA customers a clear roadmap for the
future evolution of their networks and the opportunity to extend
their relationship with a long-term partner. Further, we expect
that a significant portion of the employees associated with the
assets being sold would be able to continue their innovative
work."

Mr. Lowe continued, "Nortel has a long track record of wireless
innovation which has helped us secure a strong and loyal customer
base. Throughout this sale process, our customers will continue to
receive the highest quality support for their current networks. If
successfully concluded, the buyer would gain access to leading
edge technology, know-how, and embedded resources to support this
significant customer base."

"This agreement provides an important strategic opportunity for
Nokia Siemens Networks to strengthen its position in two key
areas, North America and LTE, at a price that makes good economic
sense," said Simon Beresford-Wylie, Chief Executive Officer of
Nokia Siemens Networks.  "It also represents stability for
Nortel's existing customers and offers a great opportunity for
employees to move into a stable future with an industry winner.
The R&D organization in Canada would become a long-term wireless
center of excellence within Nokia Siemens Networks, complementing
our other global sites."

Existing Nortel and Nokia Siemens Networks customers welcomed the
agreement.  "Verizon views [the] announcement as good news for the
global wireless industry," said Dick Lynch, Executive Vice
President and Chief Technology Officer of Verizon. "This deal
brings together two important Verizon suppliers; we look forward
to our continuing work with Nokia Siemens Networks."

"As Nortel's largest customer in Canada, Bell supports Nokia
Siemens' plan to continue to foster Nortel's long history of
research and development in Canada. Such ongoing technology
development is of critical importance as Bell rapidly builds out
our advanced next generation wireless networks across Canada,"
said Stephen Howe, Senior Vice President of Wireless Networks and
Chief Technology Officer, Bell Mobility.

"This news eliminates industry uncertainty and enhances CDMA and
EVDO, today and in the future. We at Sprint are pleased to have
the support of a strong and stable supplier to continue to deliver
reliable technology and services that our customers rely on every
day," said Dan Hesse, President and Chief Executive Officer,
Sprint Nextel.

"Bringing these assets of Nortel together with Nokia Siemens
Networks is good for customers like TELUS and good for Canada,"
said Eros Spadotto, Executive Vice-President, Technology Strategy
of TELUS. "As TELUS invests in building a next generation wireless
network, we are pleased by Nokia Siemens Networks' strong desire
to maintain a strong R&D presence in Canada, helping keep the
country at the forefront of advanced wireless technology."

Export Development Canada, Canada's government-owned export credit
agency, is supporting the transaction with a USD300 million loan
commitment.  "We are delighted to have secured the backing of EDC
for this transaction," said Luca Maestri, Chief Financial Officer
of Nokia Siemens Networks. "Nokia Siemens Networks is committed to
Canada as an important center of excellence for next-generation
wireless technology."

                  Shareholders Out of the Money

Nortel does not expect that the Company's common shareholders or
the NNL preferred shareholders will receive any value from the
creditor protection proceedings and expects that the proceedings
will ultimately result in the cancellation of these equity
interests.  As a result, the Company will apply to delist its
common shares and the NNL preferred shares from trading on the
TSX.  Trading in such shares on the TSX is expected to be
suspended (commencing before the opening of trading on Monday,
June 22, 2009) with the consent of the Monitor under the Canadian
creditor protection proceedings, pending the TSX's decision on the
delisting application.

             Details of Sale Process for CDMA Business
            and LTE Access Intellectual Property Rights

Nortel will file the stalking horse asset sale agreement with the
United States Bankruptcy Court for the District of Delaware along
with a motion seeking the establishment of bidding procedures for
an auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code.  A similar motion for the approval of the bidding
procedures will be filed with the Ontario Superior Court of
Justice.

In addition to the bidding process and U.S. and Canadian court
approvals, consummation of the CDMA business and LTE Access
transaction is subject to the satisfaction of customary and other
conditions, including governmental approvals such as in Canada and
the United States.  The stalking horse asset sale agreement is
also subject to purchase price adjustments under certain
circumstances.

Hearings by those courts to approve bidding procedures, break-up
fee and expense reimbursement will be held on or before June 29,
2009, with final sale hearings expected on July 28, 2009 in the US
and July 30, 2009, in Canada.  Closing of the transaction, which
is expected to occur in the third quarter of 2009, remains subject
to customary closing conditions, including receipt of necessary
regulatory approvals.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate barriers to
efficiency, speed and performance by simplifying networks and
connecting people to the information they need, when they need it.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order from
the English High Court of Justice under the Insolvency Act 1986.
The applications were made by the EMEA Subsidiaries under the
provisions of the European Union's Council Regulation (EC) No.
1346/2000 on Insolvency Proceedings and on the basis that each
EMEA Subsidiary's centre of main interests is in England.
Representatives of Ernst & Young LLP have been appointed as
administrators of each of the EMEA Companies and will continue to
manage the EMEA Companies and operate their businesses under the
jurisdiction of the English Court and in accordance with the
applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVEMBER 2005: Wants Santoro Driggs as General Bankruptcy Counsel
-----------------------------------------------------------------
November 2005 Land Investors, L.L.C., asks the U.S. Bankruptcy
Court for the District of Nevada for authorization to employ
Santoro, Driggs, Walch, Kearney, Holley & Thompson as general
bankruptcy counsel.

Santoro will, among other things:

   a) assist the Debtor in preparation of its schedules and
      statement of financial affairs and any amendments required;

   b) assist in preparation or prepare on behalf of the Debtor any
      necessary motions, applications, answers, orders, reports
      and papers as required by applicable bankruptcy or non-
      bankruptcy law, or as required by the Court, and to
      represent the Debtor in proceedings or related hearings; and

   c) assist the Debtor in analyzing any matters regarding the
      Debtor's estates.

The hourly rates of Santoro's personnel are:

     Shareholders                    $375 - $450
     Associates                      $160 - $280
     Paraprofessionals                   $185

Richard F. Holley, Esq., a partner at Santoro, tells the Court
that the firm received a $100,000 prepetition retainer.  Of this
amount, Santoro received $37,310 for fees and costs incurred
before filing the petition.

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

Mr. Holley can be reached at:

     Santoro, Driggs, Walch, Kearney, Holley & Thompson
     400 South Fourth St. 3rd Floor.
     Las Vegas, Nevada 89101
     Tel: (702) 791-0308
     Fax: (702) 791-1912

                        About November 2005

November 2005 Land Investors, L.L.C., based in Las Vegas, filed
for chapter 11 protection on May 8, 2009 (Bankr. D. Nev. Case No.
09-17474).  Mike K. Nakagawa handles the case.  Richard F. Holley,
Esq., serves as bankruptcy counsel.  The Debtor disclosed
estimated assets and debts of $100 million to $500 million.


OBERLIN PLAZA: Summit Mall Remains Open Through End July
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has cleared the way for Oberlin Plaza One, LLC's Summit
Mall to remain open through the end of July, Mark Scheer at
Niagara Gazette reports, citing Town of Wheatfield Supervisor
Timothy Demler.

Niagara Gazette relates that when Oberlin Plaza filed for
bankruptcy in May, lease agreements with tenants operating inside
Summit Mall were nullified and tenants were notified that they
would have 30 days to vacate the premises.

According to Niagara Gazette, Mr. Demler said that several
attorneys representing individual mall tenants and the tenant
association had asked the Court for more time to address issues
related to the mall's shutdown, including how it may affect safety
procedures for standalone stores like Sears wants to remain open
after the interior of the structure has been closed to the public.

Oberlin Plaza is in talks with one potential buyer for the
property and the town is continuing to offer its assistance to
help the process along, Niagara Gazette states, citing Mr. Demler.
The report quoted him as saying, "The sale is very, very close.
It will happen, hopefully, within the timeframe to allow the mall
to remain open."

Raleigh North Carolina-based Oberlin Plaza One, LLC, filed for
Chapter 11 bankruptcy protection on May 5, 2009 (Bankr. E.D. N.C.
Case No. 09-03686).  N. Hunter Wyche, Jr., Esq., at Wilson &
Ratledge PLLC assists the Company in its restructuring efforts.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in debts.


PAETEC HOLDING: To Raise $350MM; Issues 8.875% Sr. Secured Notes
----------------------------------------------------------------
PAETEC Holding Corp. has priced $350 million aggregate principal
amount of its 8.875% Senior Secured Notes due 2017 in a private
offering to "qualified institutional buyers" as defined in Rule
144A under the Securities Act of 1933 and outside the United
States in reliance on Regulation S under the Securities Act.  The
net proceeds from the offering will be used to repay loans
outstanding under PAETEC's existing senior secured term loan
credit facility.

The closing of the offering is expected to occur by June 29, 2009,
subject to the satisfaction of customary closing conditions.

The offering was initially expected to be completed during the
week of June 15, 2009, subject to market conditions.

The senior notes have not been and will not be registered under
the Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

Based in Fairport, New York, PAETEC Holding Corp. (NASDAQ GS:
PAET) -- http://www.paetec.com/-- provides large, medium-sized
and, to a lesser extent, small business end-user customers in
metropolitan areas with a package of integrated communications
services that includes local and long distance voice, data, and
broadband Internet access services.

                           *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  The new notes will be
pari passu with the existing senior secured term loan and revolver
and proceeds will be used to repay a portion of the company's
debt, including the term loan, as well as for general corporate
purposes.

At the same time, S&P affirmed all other ratings on PAETEC,
including the 'B' corporate credit rating.  The outlook is stable.
Total debt outstanding as of March 31, 2009, was $930 million.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PEOPLE AGAINST DRUGS: Court Oks Adequacy of Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved on June 5, 2009, the disclosure statement with respect to
People Against Drugs Affordable Public Housing Agency's 2nd Amended
Plan of Reorganization, dated June 4, 2009.

The Court fixed July 22, 2009, at 4:00 p.m., Prevailing Central
Time, as the deadline by which the holders of claims and interests
against the Debtor may submit their ballots to vote to accept the
Plan.

The Court also set July 22, 2009, at 4:00 p.m., Prevailing Central
Time, as the deadline for the filing objections to confirmation of
the Plan.  The confirmation will be held on July 28, 2009, at
9:30 a.m.

Pursuant to the Plan, the secured claim of Nexbank, SSB will be
paid in full upon the close of the sale of the Debtor's
Mooresville, North Carolina property.  The secured claim of Wells
Fargo Bank, N.A., the Debtor's largest creditor, will be paid in
full as provided in the prepetition loan douments between the
Debtor and Wells Fargo, with certain modifications.

General unsecured claims will be paid their pro rata share of: 1)
the net proceeds of the sale of the North Carolina property
following payment of customary closing costs, sales expenses and
payment of NexBank in full; 2) payment from any tax refunds that
the Debtor receives, including any refunds from State sales taxing
authorities; and 3) any recovery from the resolution, by
settlement or otherwise, of the Causes of Actions.

Under the Plan, the Debtor contemplates the sale of the Country
Creek Apartments to the Texas nonprofit organization, Texas
Educational Opportunity Fund (NewCo).  NewCo will assume the debt
owed to Wells Fargo.

           Treatment of Classes of Claims and Interests

The Plan segregates the various claims in and interests against
the Debtor into 8 classes:

    Class             Description                  Treatment
    -----     --------------------------------     ----------
      1       Allowed Administrative Claims        Unimpaired

      2       Allowed Tax Priority Claims          Unimpaired

      3       Secured Claim of NexBank             Impaired

      4       Secured Claim of Wells Fargo         Impaired

      5       Secured Claim of Bank of America     Impaired

      6       Secured Claim of SunTrust            Impaired

      7       Secured Claim of GMAC                Impaired

      8       General Unsecured Claims             Impaired

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the
non-acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of the disclosure statement explaining the
Debtors' 2nd Amended Plan is available at:

     http://bankrupt.com/misc/PeopleAgainst.2ndAmendedDS.pdf

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- is a
nonprofit charitable corporation which was formed in 1991, and
acquired a certificate of authority to do business in Texas in
1992.  The Debtor owns an apartment complex, Country Creek
Apartments, located in Garland, Texas.  Country Creek has 296
apartment units and offers sliding scale rents depending on the
tenant's income.  County Creek Apartments are managed by Pace
Realty Corporation.

Until February 2009, the Company offered transitional housing for
individuals in recovery from addictions, also providing them with
the transportation needed to work, buy medification and foods, and
attend important appointments that would enable them to start
rebuilding their lives.  The funds for these operations were
derived from the profit realized upon the operation of Country
Creek Apartments.

The Company filed for Chapter 11 protection on September 17, 2008
(Bankr. N.D. Tex. Case No. 08-34696).  Christina Walton
Stephenson, Esq., Gerrit M. Pronske, Esq., Rakhee V. Patel,
Esq., and Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $12,516,289 and total debts of $12,615,708.


PLANT INSULATION: Court to Reconsider SMRH as Committee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will reconsider the motion of The Official Committee of Unsecured
Creditors in Plant Insulation Company's Chapter 11 case to employ
Sheppard, Mullin, Richter & Hampton LLP as its counsel.

SMRH filed with the Court the supplemental materials in support of
the Committee's application.

On June 1, 2009, the Court heard the Committee's motion and upon
due consideration, the Court related that the evidence presented
to the Court suggested that SMRH's representation in the present
case is substantially related to the work it performed on behalf
of United States Fire Insurance Company in Kelly-Moore Paint
Company, Inc.'s case.

The court construed SMRH's request to present additional evidence
as a motion for reconsideration.

A full-text copy of the supplemental materials is available for
free at:

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

                  About Plant Insulation Company

San Francisco, California-based Plant Insulation Company provides
insulation products and services.

The Company filed for Chapter 11 on May 20, 2009 (Bankr. N. D.
Calif. Case No. 09-31347).  Michaeline H. Correa, Esq., Peter J.
Benvenutti, Esq., and Tobias S. Keller, Esq., at Jones Day
represents the Debtor in its restructuring effort.  The Debtor has
assets and debts both ranging from $500 million to $1 billion.


PLANT INSULATION: Can Hire Jones Day as General Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Plant Insulation Company to employ Jones Day as general
bankruptcy counsel.

Jones Day is expected to, among other things:

   a) advise the Debtor of its rights, powers and duties as
      debtor and debtor-in-possession continuing to operate and
      manage its business and affairs under Chapter 11;

   b) prepare on behalf of the Debtor all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules and other documents, and
      review all financial and other reports to be filed in the
      Chapter 11 case;

   c) advise the Debtor concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed by other parties in the Chapter 11
      cases.

Jones Day will coordinate with Snyder, Miller & Orton LLP and
Morgan, lewis & Bockius LLP and with any other professionals, to
avoid duplication of services.

Pre-bankruptcy, Jones Day received an advanced retainer of
$400,000 for legal services rendered prepetition.  The Debtor made
subsequent advances of $1,240,000, and paid Jones Day or
authorized withdrawal against the initial deposit of $385,318,
leaving a net deposit of $1,254,680.  The source of the retainer
was the Debtor's cash.

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

The firm can be reached at:

     Jones Day
     555 California St. 26th Fl.
     San Francisco, CA 94104
     (415) 875-5826

                  About Plant Insulation Company

San Francisco, California-based Plant Insulation Company provides
insulation products and services.

The Company filed for Chapter 11 on May 20, 2009 (Bankr. N. D.
Calif. Case No. 09-31347).  The Debtor has assets and debts both
ranging from $500 million to $1 billion.


PLANT INSULATION: Has Until June 23 to File Schedules & Statements
------------------------------------------------------------------
Thomas E. Carlson of the U.S. Bankruptcy Court for the Northern
District of California extended until June 23, 2009, Plant
Insulation Company's time to file its schedules of assets and
liabilities and statement of financial affairs.

The extension is in the best interest of the estate, creditors and
parties-in-interest.

San Francisco, California-based Plant Insulation Company provides
insulation products and services.

The Company filed for Chapter 11 on May 20, 2009 (Bankr. N. D.
Calif. Case No. 09-31347).  Michaeline H. Correa, Esq., Peter J.
Benvenutti, Esq., and Tobias S. Keller, Esq., at Jones Day
represents the Debtor in its restructuring effort.  The Debtor has
assets and debts both ranging from $500 million to $1 billion.


PLANT INSULATION: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed five creditors to serve
on the official committee of unsecured creditors in Plant
Insulation Company's Chapter 11 cases:

The Committee members are:

1. Paul McKenzie
   Attn: Matthew P. Bergman, Esq.
         Glenn Draper, Esq.
   Bergman Draper & Frockt
   614 1st Avenue, 3rd Floor
   Seattle, WA 98104
   Tel: (206) 957-9549
   Fax: (206) 957-9510

2. Joe Radley
   Attn: Jerry Neil Paul, Esq.
   Paul and Hanley LLP
   5716 Corsa Avenue, Suite 203
   West Lake Village, CA 91362
   Tel: (818) 865-2807
   Fax: (818) 865-0805

   Attn: Dean A. Hanley, Esq.
   Paul and Hanley LLP
   1608 Fourth Street, Suite 300
   Berkeley, CA 94710
   Tel: (510) 559-9980
   Fax: (510) 559-9970

3. Karen Garner
   Attn: Ronald J. Shingler, Esq.
   Simon & Shingler, LLP
   3220 Lone Tree Way, Suite 100
   Antioch, CA 94509
   Tel: (925) 757-7020
   Fax: (925) 757-3260

4. Linda Seiler
   Attn: David McClain, Esq.
         Matthew L. Thiel, Esq.
   Kazan, McClain, Lyons, Greenwood & Harley
   171 Twelfth Street, 3rd Floor
   Oakland, CA 94607
   Tel: (510) 302-1000
   Fax: (510) 835-4913

5. Richard Parker
   Attn: Alan R. Brayton, Esq.
         Christina C. Skubic, Esq.
         Matthew B. Lee, Esq.
   Brayton Purcell LLP
   222 Rush Landing Road
   P.O. Box 6169
   Novato, CA 94948
   Tel: (415) 898-1555
   Fax: (415) 898-1247

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 Plant Insulation Company

San Francisco, California-based Plant Insulation Company provides
insulation products and services.

The Company filed for Chapter 11 on May 20, 2009 (Bankr. N. D.
Calif. Case No. 09-31347).  Michaeline H. Correa, Esq., Peter J.
Benvenutti, Esq., and Tobias S. Keller, Esq., at Jones Day
represents the Debtor in its restructuring effort.  The Debtor has
assets and debts both ranging from $500 million to $1 billion.


PLASTICS FOR MANKIND: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Plastics For Mankind, Inc.
           dba Plastiform
        4690 NW 128 St. Rd.
        Opa-Locka, FL 33054

Bankruptcy Case No.: 09-22212

Chapter 11 Petition Date: June 17, 2009

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Peter D. Spindel, Esq.
                  POB 166245
                  Miami, FL 33116
                  Tel: (786) 517-4229
                  Email: peterspindel@aol.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Jorge G. Blodek, president of the
Company.


PRAIRIE WILD: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Prairie Wild Enterprises Inc.
           aka Prairie Wild Enterprises, Incorporated
        PO Box 289
        Cottonwood, MN 56229

Bankruptcy Case No.: 09-34220

Chapter 11 Petition Date: June 18, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: James T. Anderson, Esq.
                  17736 Excelsior Boulevard
                  Minnetonka, MN 55345
                  Tel: (952) 356-6470
                  Email: james@jtandersonlaw.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
10 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mnb09-34220.pdf

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


PRIVATE LABEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Private Label Foods of Rochester, Inc.
           aka Private Label Foods
        1686 Lyell Avenue
        Box 60805
        Rochester, NY 14606

Bankruptcy Case No.: 09-21620

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Ingrid S. Palermo, Esq.
                  1600 Bausch & Lomb Place
                  Rochester, NY 14604-2711
                  Tel: (585) 231-1141
                  Email: ipalermo@hselaw.com

                  John R. Weider, Esq.
                  Harter, Secrest & Emery LLP
                  1600 Bausch & Lomb Place
                  Rochester, NY 14604
                  Tel: (585) 232-6500

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

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

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

          http://bankrupt.com/misc/nywb09-21620.pdf

The petition was signed by Frank Lavorato, president of the
Company.


QUICKSILVER RESOURCES: S&P Puts 'B' Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and other ratings on Quicksilver Resources Inc.
on CreditWatch with positive implications.

At the same time, S&P assigned its issue-level rating and recovery
rating to Quicksilver's proposed $425 million senior unsecured
notes due 2016.  Provided that the bonds are not upsized beyond
$450 million, S&P rated the notes 'B' (the same as the corporate
credit rating) with a recovery rating of '4', indicating that
lenders can expect average (30%-50%) recovery in the event of a
payment default.  If the bond offering is upsized beyond
$450 million, the issue-level rating on the proposed notes will be
'B-' (one notch below the corporate credit rating) with a recovery
rating of '5', indicating modest (10%-30%) recovery in the event
of a payment default.

In addition, S&P raised the rating on the company's existing
$700 million second-lien term loan due 2013 to 'B' from 'CCC+' and
revised the recovery rating to '4' from '6', indicating average
(30%-50%) recovery in the event of a payment default.  S&P also
raised the rating on the company's existing $475 million senior
unsecured notes due 2015 to 'B' from 'CCC+' and revised the
recovery rating to '4' from '6', indicating average (30%-50%)
recovery in the event of a payment default.  The issue-level
rating on the company's $350 million senior subordinated notes due
2016 remains 'CCC+', with a recovery rating of '6', indicating
negligible (0%-10%) recovery in the event of a payment default.

S&P also assigned ratings to Quicksilver's $150 million
convertible subordinated debentures due 2024.  The issue-level
rating is 'CCC+' (two notches below the corporate credit rating).
The recovery rating on this debt is '6', indicating negligible
(0%-10%) recovery in the event of a payment default.

"The rating actions follow the company's announcement that it
plans to use bond offering and asset sale proceeds to repay its
entire second-lien term loan facility," said Standard & Poor's
credit rating analyst Amy Eddy.  The bond offering is expected to
raise proceeds of $425 million and the asset sale to Eni is
expected to raise proceeds of $280 million.  Upon completion of
the bond offering and the closing of the Eni alliance, S&P could
raise the corporate credit rating on Quicksilver to 'B+', based on
the elimination of the asset coverage covenants, which had been
weighing on the company's rating, as well as adequate liquidity
for the rating of more than $250 million.

S&P will maintain the ratings on CreditWatch with positive
implications until both the Eni alliance and bond offering close
on terms similar to S&P's above outlined expectations.  When and
if this happens S&P expects to raise the corporate credit rating
to 'B+'.

If these transactions do not occur as expected, S&P could
stabilize the rating at 'B', primarily reflecting the company's
significant amount of outstandings under its borrowing base
revolving credit facility, asset coverage covenants under its
second-lien term loan facility and S&P's expectation that near-
term natural gas prices will remain weak.


RATHGIBSON INC: Taps Advisors, Issues Bankruptcy Warning
--------------------------------------------------------
RathGibson Inc. discloses that it is actively pursuing strategic
alternatives and financing alternatives and has retained legal and
financial advisors to assist in this regard.

RathGibson says its limited liquidity will impact its ability to
satisfy its operating obligations, as well as obligations under
its revolving credit facility and the senior notes.

According to the Company, any restructuring may affect the terms
of the Revolving Credit Facility, the Senior Notes and the other
debt and equity interests in the Company and may be affected
through negotiated modifications to the related agreements or
through other forms of restructuring, including under court
supervision pursuant to a voluntary bankruptcy filing under the
U.S. Bankruptcy Code.  The Company says there can be no assurance
that an agreement regarding any such restructuring will be
obtained on acceptable terms with the necessary parties or at all.
If an acceptable agreement is not obtained in the very near term,
the Company expects that it will be required to seek protection
under the U.S. Bankruptcy Code.  This uncertainty raises
substantial doubt about the Company's ability to continue
operating as a going concern.

RathGibson last week filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
April 30, 2009.  For the three months ended April 30, 2009, the
Company posted a net loss of $7,446,000 on net sales of
$53,705,000, compared to a net income of $322,000 on net sales of
$86,423,000 for the same period in 2008.

At April 30, 2009, the Company had total assets of $305,134,000;
$32,562 in current liabilities, $252,252,000 in long-term debt,
and $34,377,000 in deferred income taxes; resulting in $14,057,000
in stockholders' deficiency.

RathGibson discloses that during the second quarter of fiscal
2010, following prior disclosures by the Company about its
financial condition and compliance with its covenants under the
five-year, $90,000,000 senior secured revolving credit facility,
as amended, certain suppliers imposed more strict payment terms on
the Company, which has had a material adverse effect on the
Company's liquidity during the second quarter of fiscal 2010.

In February 2009, Moody's Investors Service downgraded the
Company's credit ratings from B3 to Caa2 with a revision to the
Company's outlook from stable to negative.  The negative ratings
outlook reflected Moody's concern about the Company's liquidity
position and the sustainability of its capital structure due to
the adverse impacts of deteriorating macroeconomic conditions.  In
May 2009, Standard & Poor's downgraded the Company's credit
ratings from B to CCC+ with a revision to the Company's outlook
from negative to watch negative.  The Company's corporate credit
ratings and downgrades to the ratings may increase interest rates
offered to the Company for additional financing and impact the
credit terms that the Company is offered from its suppliers.

At April 30, 2009, the Company had cash of $1,906,000 and
$11,904,000 available under the Revolving Credit Facility after
giving effect to its borrowing base requirements.  The Company
anticipates further constraints to the availability under its
Revolving Credit Facility once the results of appraisals of
inventories and property, plant and equipment by the lender are
fully known.  Availability is also expected to be affected by the
near term declining trend of accounts receivable and inventories.
The Company's limited liquidity will impact its on-going
operations and its ability to satisfy its obligations under the
Revolving Credit Facility and the $200,000,000 aggregate principal
amount of senior notes.

As a result of the reduced liquidity, RathGibson says its ability
to comply with a financial covenant contained in its Revolving
Credit Facility, as amended on May 15, 2009, has been materially
adversely affected.  This financial covenant requires the Company
to maintain minimum amounts available under its Revolving Credit
Facility, including:

   -- an average amount available during the 10 business days
      ended July 17, 2009, of $16,000,000 (not less than
      $14,000,000 on any day during such period); and

   -- an average amount available during the 10 business days
      ended July 31, 2009, of $18,000,000 (not less than
      $15,000,000 on any day during such period).

In addition, the Company is required to make an interest payment
of $11,250,000 under the Senior Notes on August 15, 2009.

In response to the pressures on liquidity, the Company is taking
actions within its control in the fiscal year ended January 31,
2010, to align its expenses with its reduced sales volumes,
including improving cash management, controlling or reducing costs
by reducing headcount, reducing the number of workdays, initiating
temporary plant shutdowns and implementing other cost reduction
measures, and evaluating capital expenditure requirements.


RITE AID: Amends Citigroup Facility to Refinance Debt
-----------------------------------------------------
Rite Aid Corporation on June 5, 2009, amended and restated its
credit agreement governing its senior secured credit facility to
permit the refinancing of Rite Aid's indebtedness under its senior
secured credit facility with new secured indebtedness, which may
be on a senior or second lien basis and to provide Rite Aid with
greater flexibility to consummate asset sales.

A full-text copy of the Amendment and Restatement Agreement dated
as of June 5, 2009, relating to the Credit Agreement dated as of
June 27, 2001, as amended and restated, among Rite Aid
Corporation, the lender parties, and Citicorp North America, Inc.,
as administrative agent and collateral agent, is available at no
charge at http://ResearchArchives.com/t/s?3e0a

The Restated Credit Agreement also permits Rite Aid to refinance
its existing accounts receivable securitization facilities with
on-balance sheet indebtedness, which may be secured or unsecured
on a senior or second priority basis, subject to permitted liens.
In addition, as a result of the Restated Credit Agreement, if Rite
Aid has less than $150 million of revolver availability under its
senior secured credit facility, Rite Aid will be subject to a
fixed charge coverage ratio maintenance test.

The Restated Credit Agreement also restricts Rite Aid and the
Subsidiary Guarantors from accumulating cash on hand in excess of
$200 million at any time when revolving loans under Rite Aid's
senior secured credit facility are outstanding -- not including
cash located in Rite Aid's store deposit accounts, cash related to
Rite Aid's accounts receivable securitization facilities, cash
necessary to cover Rite Aid's current liabilities and certain
other exceptions.

The Restated Credit Agreement also states that if at any time
either (i) an event of default exists under Rite Aid's senior
secured credit facility or (ii) the sum of revolver availability
under Rite Aid's senior secured credit facility and certain
amounts held on deposit with the senior collateral agent in a
concentration account is less than $100 million for three
consecutive business days, the funds in Rite Aid's deposit
accounts will be swept to a concentration account with the senior
collateral agent and will be applied first to repay outstanding
revolving loans under Rite Aid's senior secured credit facility,
and then held as collateral for the senior lien obligations and
the second lien obligations until such cash sweep period is
rescinded pursuant to the terms of Rite Aid's senior secured
credit facility.

                       Refinancing Amendment

Rite Aid on June 10, 2009, entered into a refinancing amendment to
the Restated Credit Agreement pursuant to which it borrowed
$525 million under a new term loan -- Tranche 4 Term Loan -- under
the Restated Credit Agreement.  The net proceeds of the Tranche 4
Term Loan were used to repay Rite Aid's $145 million Tranche 1
Term Loan as well as roughly $350 million of the amounts
outstanding under Rite Aid's existing revolving credit facility,
with a corresponding reduction in revolving commitments, and to
pay related fees and expenses.  The Tranche 4 Term Loan was issued
at a 96% discount, resulting in gross proceeds of $504 million
before fees and expenses.

In addition, on June 5, 2009, Rite Aid executed the Amended and
Restated Collateral Trust and Intercreditor agreement to the
Collateral Trust and Intercreditor Agreement, originally dated as
of June 27, 2001, as amended and restated as of May 28, 2003, and
further amended as of June 4, 2007, as well as the related
definitions annex attached thereto, providing for the amendments
to allow the Company to incur or issue and sell one or more series
or classes of senior lien indebtedness -- to the extent permitted
under the indentures and any other instruments that govern Rite
Aid's debt then outstanding -- and allow the new senior lien
indebtedness to be guaranteed by the Subsidiary Guarantors and
secured by the same senior liens granted by the Subsidiary
Guarantors on the collateral that secures Rite Aid's obligations
under its senior secured credit facility (including the Tranche 4
Term Loan and the anticipated New Revolver) and, when issued, Rite
Aid's 9.750% senior secured notes due 2016.

In connection with the Amended Intercreditor Agreement and the
Restated Credit Agreement, conforming changes were made to certain
of Rite Aid's other agreements that govern its senior lien and
second priority indebtedness.

Certain of the lenders, the administrative agent and the
collateral agent to the senior secured credit facility and their
affiliates have performed investment banking, commercial banking
and advisory services for Rite Aid from time to time for which
they have received customary fees and expenses.

                        Tranche 4 Term Loan

At Rite Aid's option, the Tranche 4 Term Loan bears interest at a
rate per annum equal to either (i) an adjusted LIBOR rate (with a
LIBOR floor of 3.00% per annum) plus 6.50% or (ii) the greater of
(x) Citibank's base rate (with a base rate floor of 4.00% per
annum) and (y) the federal funds rate plus 0.50%, in each case
plus 5.50%.

The Tranche 4 Term Loan is guaranteed by all of Rite Aid's
subsidiaries that guarantee Rite Aid's senior secured credit
facility, and that will guarantee the 9.750% Notes and the
anticipated new $1.0 billion senior secured revolving credit
facility due September 2012, which Rite Aid intends to obtain,
pursuant to a refinancing amendment to its Restated Credit
Agreement, after the consummation of the offering of the 9.750%
Notes.  The New Revolver would replace Rite Aid's existing
revolving credit facility.  The Subsidiary Guarantors also
guarantee Rite Aid's outstanding 10.375% senior secured notes due
2016, 7.5% senior secured notes due 2017, 8.625% senior notes due
2015, 9.375% senior notes due 2015 and 9.5% senior notes due 2017.
The Tranche 4 Term Loan and the guarantees are secured by the same
senior liens granted by the Subsidiary Guarantors on the
collateral that secures Rite Aid's obligations under its senior
secured credit facility (including the anticipated New Revolver)
and, when issued, the 9.750% Notes.

Rite Aid will be required to make mandatory prepayments of the
Tranche 4 Term Loan (on a pro rata basis with any other term loans
under its senior secured credit facility and other senior lien
obligations that require the sharing of such prepayments,
including the 9.750% Notes) with the proceeds of certain asset
dispositions and casualty events (subject to certain limitations).
Rite Aid will also be required to make mandatory prepayments of
the Tranche 4 Term Loan (on a pro rata basis with any other term
loans under its senior secured credit facility) with a portion of
any excess cash flow generated by Rite Aid and with the proceeds
of certain issuances of equity and debt (subject to certain
exceptions).  If at any time the total credit exposure outstanding
under Rite Aid's senior secured credit facility (including the
Tranche 4 Term Loan and the anticipated New Revolver) and together
with the principal amount of the 9.750% Notes, and the principal
amount of any other senior lien obligations exceeds the borrowing
base, Rite Aid will be required to make certain other mandatory
prepayments to eliminate such shortfall.

All prepayments of the Tranche 4 Term Loan occurring on or prior
to the third anniversary of the borrowings under the Tranche 4
Term Loan will be subject to a prepayment premium in an amount
equal to (i) 5.0% of the principal amount prepaid if such
prepayment occurs on or prior to the first anniversary of such
borrowing, (ii) 3.0% of the principal amount prepaid if such
prepayment occurs on or prior to the second anniversary of such
borrowing and (iii) 1.0% of the principal amount prepaid if such
prepayment occurs on or prior to the third anniversary of such
borrowing.  The Tranche 4 Term Loan will mature on June 10, 2015.

                 About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *   *   *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.  The rating outlook remains negative.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.


RITE AID: Completes Offering of $410MM Sr. Secured Notes Due 2016
-----------------------------------------------------------------
Rite Aid Corporation completed on June 12, 2009, its previously
announced offering of $410 million aggregate principal amount of
its 9.750% senior secured notes due June 2016 to qualified
institutional buyers pursuant to Rule 144A, and outside of the
United States pursuant to Regulation S, under the Securities Act
of 1933, as amended.

The Notes are unsecured, unsubordinated obligations of Rite Aid
and are guaranteed by the same subsidiaries that guarantee Rite
Aid's obligations under its senior secured credit facility and
Rite Aid's outstanding 10.375% senior secured notes due 2016, 7.5%
senior secured notes due 2017, 8.625% senior notes due 2015,
9.375% senior notes due 2015 and 9.5% senior notes due 2017 and
that will guarantee Rite Aid's obligations under its anticipated
$1.0 billion senior secured revolving credit facility due
September 2012.  The guarantees of the Notes are secured on a
senior lien basis, pari passu with the secured guarantees of Rite
Aid's senior secured credit facility.

Rite Aid used the net proceeds of the Offering to repay a portion
of the amounts outstanding under Rite Aid's existing revolving
credit facility, with a corresponding reduction in commitment.

                   Registration Rights Agreement

The Company on June 12, 2009, entered into a registration rights
agreement relating to the Notes, among the Company, the Subsidiary
Guarantors and Citigroup Global Markets Inc., Banc of America
Securities LLC and Wachovia Capital Markets, LLC, as the initial
purchasers of the Notes.

The Registration Rights Agreement requires Rite Aid and the
Subsidiary Guarantors, at their cost, to among other things, file
a registration statement with respect to the Notes within 150 days
after the Closing Date and effect an exchange offer of the Notes
and the related guarantees for registered notes and related
guarantees within 270 days after the Closing Date.

If, among other things, Rite Aid and the Subsidiary Guarantors
fail to file any of the registration statements within the
timeline, or Rite Aid and the Subsidiary Guarantors fail to
consummate the exchange offer within 270 days after the Closing
Date, then Rite Aid will be obligated to pay additional interest
to each holder of the Notes that are subject to transfer
restrictions, with respect to the first 90-day period immediately
following the occurrence of a Registration Default, at a rate of
0.25% per annum on the principal amount of the Notes that are
subject to transfer restrictions held by such holder.  The amount
of additional interest will increase by an additional 0.25% per
annum with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of
additional interest for all Registration Defaults of 0.50% per
annum on the principal amount of the Notes that are subject to
transfer restrictions.   Following the cure of the Registration
Default, the accrual of additional interest will cease.

                Senior Lien Intercreditor Agreement

In connection with the Offering, Rite Aid entered into a senior
lien intercreditor agreement, dated as of the Closing Date, among
Rite Aid, the Subsidiary Guarantors, the senior collateral agent
for holders of Rite Aid's senior lien indebtedness, the senior
collateral agent under Rite Aid's senior secured credit facility,
as authorized representative under the senior secured credit
facility, and The Bank of New York Mellon Trust Company, N.A., as
the authorized representative for the Notes.

Under the Senior Intercreditor Agreement, the authorized
representative of the lenders under Rite Aid's senior secured
credit facility has the right to instruct the Senior Collateral
Agent to take actions with respect to the shared collateral until
the termination of Rite Aid's senior loan obligations under its
senior secured credit facility, even though all holders of senior
obligations are pari passu and will share equally and ratably in
any proceeds of the shared collateral.

The Initial Purchasers and their affiliates have performed
investment banking, commercial banking and advisory services for
Rite Aid from time to time for which they have received customary
fees and expenses:

     * Citigroup Global Markets Inc. acted and is acting as joint
       lead arranger and joint book-runner, and an affiliate of
       Citigroup Global Markets Inc. is the administrative agent
       and collateral agent, under Rite Aid's senior secured
       credit facility, Tranche 4 Term Loan and the anticipated
       New Revolver.

     * Banc of America Securities LLC acted and is acting as joint
       lead arranger, and joint book-runner and an affiliate of
       Banc of America Securities LLC is the syndication agent,
       under Rite Aid's senior secured credit facility, Tranche 4
       Term Loan and the anticipated New Revolver.

     * Wachovia Capital Markets, LLC is acting as joint lead
       arranger and joint book-runner and an affiliate of Wachovia
       Capital Markets, LLC is acting as co-documentation agent
       under Rite Aid's Tranche 4 Term Loan and the anticipated
       New Revolver.

     * Affiliates of the Initial Purchasers are lenders under Rite
       Aid's senior secured credit facility, Tranche 4 Term Loan
       and the anticipated New Revolver.

In connection with these roles, the Initial Purchasers and their
affiliates each received, and will receive, customary fees.
Affiliates of one or more of the Initial Purchasers are lenders
under Rite Aid's existing revolving credit facility being repaid
in connection with the Offering and the anticipated New Revolver.

                           Note Indenture

The Notes were issued pursuant to an indenture, dated June 12,
2009, among the Company, The Bank of New York Mellon Trust
Company, N.A., as trustee, and the Subsidiary Guarantors.  Prior
to June 12, 2012, Rite Aid may redeem up to a maximum of 35% of
the original aggregate principal amount of the Notes with the
proceeds of one or more equity offerings, at a redemption price
equal to 109.750% of the principal amount, plus accrued and unpaid
interest, if any, to, but not including, the redemption date
(subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment
date); provided that: (i) at least 65% of the original aggregate
principal amount of the Notes remains outstanding; and (ii) the
redemption occurs within 75 days of the completion of the equity
offering upon not less than 30 nor more than 60 prior days notice.

Prior to June 12, 2013, Rite Aid may redeem some or all of the
Notes by paying a "make-whole" premium based on U.S. Treasury
Rates.  On or after June 12, 2013, and on or after June 12 of the
relevant year, Rite Aid may redeem some or all of the Notes at the
prices listed below, plus accrued and unpaid interest, if any, to,
but not including, the redemption date (subject to the right of
holders of record on the relevant record date to receive interest
due on the relevant interest payment date): 2013 at a redemption
price of 104.875%; 2014 at a redemption price of 102.438% and
thereafter at a redemption price of 100%.

Rite Aid is not required to make mandatory sinking fund payments
with respect to the Notes.

Upon a change of control, as defined in the Indenture, Rite Aid is
required to offer to purchase all of the Notes then outstanding at
a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including,
the purchase date (subject to the rights of holders of record on
the relevant record date to receive interest due on the relevant
interest payment date).

The covenants in the Indenture limit the ability of Rite Aid and
certain of its subsidiaries to, among other things: (1) incur
additional debt; (2) pay dividends or make other restricted
payments; (3) purchase, redeem or retire capital stock or
subordinated debt; (4) make asset sales; (5) enter into
transactions with affiliates; (6) incur liens; (7) enter into sale
leaseback transactions; (8) provide subsidiary guarantees; (9)
make investments; and (10) merge or consolidate with any other
person.

                 About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *   *   *

The Troubled Company Reporter said on June 2, 2009, Moody's
Investors Service assigned a B3 rating to Rite Aid Corporation's
$400 million term loan due 2015.  All other ratings, including the
company's Caa2 Corporate Family Rating, Caa2 Probability of
Default Rating, and SGL-4 Speculative Grade Liquidity rating, were
affirmed.  The rating outlook remains negative.

According to the Troubled Company Reporter on April 29, 2009,
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.


RITZ CAMERA: Seeks Aug. 21 Extension to File Chapter 11 Plan
------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Ritz Camera Centers
Inc., which has closed 400 of its 800 camera stores and all 129 of
its Boater's World Marine Centers, asks the U.S. Bankruptcy Court
for the District of Delaware to extend its exclusive period to
file a Chapter 11 plan until August 21.  This is its first request
for an extension.

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc.
-- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore,
represent the Debtor as counsel.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, represent the Debtor as
local counsel.  Thomas & Libowitz, P.A. is Debtor's special
corporate counsel and conflicts counsel.  Marc S. Seinsweig, at
FTI Consulting, Inc, acts as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC is the claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP
represent the official committee of unsecured creditors as lead
counsel.  The Committee selected Bifferato LLC as Delaware
counsel.  In its schedules, the Debtor listed total assets of
$277 million and total debts of $172.1 million.


SCHMOOK RANCH: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Schmook Ranch, LLC
        Post Office Box 2195
        Mill Valley, CA 94942

Bankruptcy Case No.: 09-11827

Chapter 11 Petition Date: June 17, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

Total Assets: $7,242,922

Total Debts: $3,437,600

A list of the Company's 4 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/canb09-11827.pdf

The petition was signed by Stacy E. Favaloro, manager of the
Company.


SEVERINO DEPASQUALE: Has $103,000 Offer for O'Hara Twp. Property
----------------------------------------------------------------
Severino DePasquale, a Chapter 11 debtor in Case No. 03-30780
pending before the U.S. Bankruptcy Court for the Western District
of Pennsylvania, asks the Honorable Judith K. Fitzgerald to
approve the sale of property located at 145 Oakhurst Road in
O'Hara Township, Allegheny County, Pennsylvania, for $103,000,
subject to any higher or better offers that may emerge at a
hearing at 9:30 a.m. on June 26, 2009.  For additional
information, contact Donald R. Calaiaro, Esq., at (412) 232-0930,
who serves as Mr. DePasquale's bankruptcy lawyer.


SHERIDAN GROUP: Credit Facility Won't Affect Moody's 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service commented that the recent execution of a
revolving credit facility by The Sheridan Group, Inc., does not
impact its B2 corporate family rating or stable ratings outlook.
The stable outlook had assumed successful renewal of the revolver.

The last rating action on Sheridan was the affirmation of the
ratings and stable outlook on August 9, 2007.

The Sheridan Group Inc.'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 Sheridan's core industry and Sheridan's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

The Sheridan Group, Inc. offers printing services to the journal,
catalog, magazine, book and article reprint markets.
Headquartered in Hunt Valley, Maryland, its annual sales are
approximately $330 million.


SHOPPES AT SILVER: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shoppes at Silver Spring, LP
        6499 Carlisle Pike
        Carlisle, PA 17055

Bankruptcy Case No.: 09-04454

Chapter 11 Petition Date: June 10, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq,
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.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 3 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/pamb09-04454.pdf

The petition was signed by Eric Cremo, president of the Company.


SIMMONS CO: Going Concern Doubt Raised; Bankruptcy Warning Issued
-----------------------------------------------------------------
PricewaterhouseCoopers LLP, in its audit report, has raised
substantial doubt about the ability of Simmons Company to continue
as a going concern.

PwC cited the Company's non-compliance with its debt covenants,
its inability to make scheduled debt repayments and uncertainty
about the ability to obtain alternative financing arrangements
within the next 12 months.

As of December 27, 2008, the Simmons Bedding unit was not in
compliance with certain covenants of its $540.0 million senior
credit facility and was operating under a forbearance agreement
with Simmons Bedding's senior lenders.  On January 15, 2009,
Simmons Bedding did not make a scheduled payment of interest due
on its Subordinated Notes resulting in a default under the
indenture governing the Subordinated Notes.  As a result, Simmons
Co. entered into a forbearance agreement with more than a majority
of the outstanding Subordinated Notes holders, pursuant to which
such noteholders have agreed to refrain from enforcing their
rights and remedies under the Subordinated Notes and the related
indenture.  Both forbearance agreements, as amended, with the
senior lenders and the noteholders provide a forbearance period
through June 30, 2009, and, upon meeting certain conditions, a
further extension to July 31, 2009.  Simmons incurred fees and
expenses in connection with the forbearance agreements and related
amendments.

Simmons' principal sources of cash to fund liquidity needs have
been (i) cash provided by operating activities of Simmons Bedding
and its subsidiaries and (ii) borrowings available under Simmons
Bedding's senior credit facility.  Restrictive covenants in the
Company's debt agreements and forbearance agreements restrict its
ability to pay cash dividends and make other distributions.  The
primary use of funds consists of payments for funding working
capital increases, capital expenditures, customer supply
agreements, principal and interest for debt, distributions to
service Simmons Holdco's debt, and acquisitions.  As of
December 27, 2008, Simmons had $54.9 million of cash on hand and
less than $0.1 million of availability to borrow under Simmons
Bedding's revolving loan facility.  As of May 2, 2009, Simmons had
$57.5 million of cash on hand.

As a condition to the forbearance agreement, Simmons initiated a
financing restructuring process in December 2008.  A special
committee of independent directors was formed by Simmons' board of
directors on January 23, 2009, to evaluate and oversee proposals
for restructuring its debt obligations, including seeking
additional debt or equity capital and evaluating various strategic
alternatives of the Company.  There can be no assurance that
Simmons will be successful in implementing a restructuring.

Simmons warns that it if is unable to successfully complete a
restructuring, comply with the terms of the forbearance
agreements, or extend the forbearance periods as needed to
successfully complete a restructuring, its payment obligations
under the senior credit facility and the Subordinated Notes may be
accelerated.  If there is an acceleration of payments under the
senior credit facility or the Subordinated Notes, then Holdings
would be in default under its Discount Notes and Simmons Holdco
would be in default under its Toggle Loan.  Simmons says it would
not have the ability to repay any amounts accelerated under the
various debt obligations without obtaining additional equity or
debt financing.  An acceleration of payments could result in a
voluntary filing of bankruptcy by, or the filing of an involuntary
petition for bankruptcy against, Simmons Bedding, THL-SC,
Holdings, Simmons Holdco or any of our affiliates.

"Due to the possibility of such circumstances occurring, we are
seeking a negotiated restructuring, including a restructuring of
our debt obligations and/or sale of us, our affiliates or our
assets, which could occur pursuant to a pre-packaged, pre-arranged
or voluntary bankruptcy filing.  Any bankruptcy filing could have
a material adverse effect on our business, financial condition,
liquidity and results of operations.  The considerations above
raise substantial doubt about our ability to continue as a going
concern," Simmons says.

On June 10, 2009, Simmons released operating results for the
quarter and year ended December 27, 2008.  For the fourth quarter
of 2008, net sales decreased 23.8% to $205,500,000 compared to
$269,600,000 for the same period last year.  For the fourth
quarter of 2008, Simmons had an operating loss of $552,700,000,
which included $547,600,000 in non-cash goodwill and trademark
impairment charges, compared to operating income of $23,700,000
for the same period last year.

For 2008, net sales decreased 8.7% to $1,028,700,000 compared to
$1,126,800,000 for 2007.  For 2008, Simmons had an operating loss
of $503,700,000, which included $547,600,000 in non-cash goodwill
and trademark impairment charges, compared to an operating income
of $108,300,000 for 2007.

Simmons posted a net loss of $492,211,000 for fiscal year 2008.
At December 27, 2008, Simmons had $890,797,000 in total assets and
$1,253,124,000 in total liabilities, resulting in $362,327,000
stockholders' deficit.

With the reporting of Simmons's financial results for the third
quarter 2008 and full year 2008 to the Securities and Exchange
Commission on June 10, 2009, the Company has cured the defaults
under its 10% Senior Discount Notes.  Simmons was in default for
not filing its third quarter 2008 Form 10-Q and full year 2008
Form 10-K and had until June 13, 2009, to cure the defaults.

Simmons plans to report its first quarter 2009 results by the end
of June 2009.

"The economic environment in which we operated in 2008 was a very
difficult one, particularly in the fourth quarter, and was
highlighted by a significant decline in consumer spending and
large increases in raw material costs," said Simmons President and
Chief Operating Officer Stephen F. Fendrich.  "Despite this
operating environment we believe our products continued to gain
market share as evidenced by the fourth quarter being the 12th
consecutive quarter that our year-over-year sales performance was
better than that reported by the International Sleep Products
Association leading manufacturer reporting sample."

Mr. Fendrich continued, "In 2008, we took a number of actions to
reduce our overhead structure to better position Simmons to
address consumer demand, including a significant reduction in
selling, general and administrative overhead expenses.  These
actions, as well as the closure of two manufacturing facilities in
2008, allowed us to enter 2009 with a lower cost structure.
Although we continue to see sales declines versus the comparable
period of 2008, I am encouraged by our overall financial
performance to date in 2009."

"Our lenders and bondholders have repeatedly expressed their
confidence in Simmons by extending their forbearance agreements
with us," said Mr. Fendrich.  "Simmons will continue to work with
its key stakeholders to implement the restructuring in a manner
that maximizes value, preserves its relationships with customers
and protects suppliers and other constituents."

                       About Simmons Company

Atlanta, Georgia-based Simmons Company, through its indirect
subsidiary Simmons Bedding Company -- http://www.simmons.com/--
is one of the world's largest mattress manufacturers,
manufacturing and marketing a broad range of products including
Beautyrest(R), Beautyrest Black(R), Beautyrest Studio(TM),
ComforPedic by Simmons(TM), Natural Care(R), Beautyrest
Beginnings(TM), BeautySleep(R) and Deep Sleep(R).  Simmons Bedding
Company operates 19 conventional bedding manufacturing facilities
and two juvenile bedding manufacturing facilities across the
United States, Canada and Puerto Rico.  Simmons also serves as a
key supplier of beds to many of the world's leading hotel groups
and resort properties.  Simmons is committed to developing
superior mattresses and promoting a higher quality sleep for
consumers around the world.


SIMTROL INC: CEO and CFO Elect to Reduce Cash Compensation By 10%
-----------------------------------------------------------------
Simtrol Inc. reports that effective June 19, 2009, to reduce the
Company's cash used from operations, Chief Executive Officer
Oliver M. Cooper, III and Chief Financial Officer Stephen N. Samp
each elected to reduce their current cash compensation by 10%.
Mr. Cooper's base salary adjusts to $140,400 annually from the
previous level of $156,000 and Mr. Samp's current base salary
adjusts to $117,543 from the previous level of $130,603.

Effective June 19, 2009, to reduce the Company's cash used from
operations, the base salaries of all employees other than the
executive officers are reduced 10%.

                       About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/-- is a developer of software that
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.

Simtrol had $827,910 in total assets and $434,877 in total
liabilities at March 31, 2009, compared to $1,457,152 in total
assets and $297,638 in total liabilities as of December 31, 2008.

                      Going Concern Doubt

On March 27, 2009, Marcum & Kliegman LLP in New York City raised
substantial doubt about Simtrol Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.

As of March 31, 2009, the Company had cash and cash equivalents
totaling $389,003 and working capital of $258,961.  Since
inception, the Company has not achieved a sufficient level of
revenue to support its business and incurred a net loss of
$882,733 and used net cash of $595,501 in operating activities
during the three months ended March 31, 2009.  The Company will
require additional funding to fund its development and operating
activities during the second quarter of 2009.  If no source of
additional cash is available to the Company, then the Company
would be forced to significantly reduce the scope of its
operations or possibly seek court protection from creditors or
cease business operations altogether.


SIX FLAGS: Bank Debt Trades at 7% Discount in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Six Flags Theme
Parks, Inc., is a borrower traded in the secondary market at 92.54
cents-on-the-dollar during the week ended June 19, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 14.54 percentage
points from the previous week, the Journal relates.  The loan
matures May 1, 2015.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa1 rating and S&P's CCC+ rating.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Gets Interim Approval to Use Cash Collateral
-------------------------------------------------------
Premier International Holdings, Inc., Six Flags, Inc., and their
Debtor-affiliates, according to their executive vice president
and chief financial officer, Jeffrey R. Speed, have an urgent and
immediate need for cash to continue their business operations and
to meet actual and necessary expenses.  The Debtors believe
that the continued use of the cash collateral securing their
$1.12 billion of prepetition secured debts is the only way to meet
those daily expenditures.

The Debtors will use the Cash Collateral to operate their
businesses and to fund, among others, their ongoing working
capital requirements.  Following extensive and good-faith
negotiations, the Prepetition Secured Lenders, led by JPMorgan
Chase Bank, N.A., as administrative agent, have consented to the
Debtors' use of the Cash Collateral.  In conjunction with
obtaining the Lenders' consent to the use of Cash Collateral, the
Debtors have also reached agreement with the Administrative Agent
and certain of the Lenders regarding a term sheet, which sets
forth the terms of a restructuring under a plan of reorganization.

Accordingly, the Debtors sought and obtained authority, on an
interim basis, from Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware to use the Cash
Collateral from the Petition Date through June 23, 2009, in
accordance with a 13-week budget, a full-text copy of which is
available for free at http://bankrupt.com/misc/sixf_budget.pdf

Pending the expiration of the Initial Period and as adequate
protection, the Administrative Agent and the Prepetition Lenders
are granted valid and perfected, replacement security interests
in and liens on all of the Debtors' properties other than the
causes of action, or their proceeds, arising under Chapter 5 of
the Bankruptcy Code, 35% of the outstanding shares of foreign
subsidiaries, and Permitted Liens.

The Debtors, as additional adequate protection, will (a) pay
an amount equal to all accrued and unpaid interest on the
Prepetition Debt Obligations and Letter of Credit fees at the
non-default contract rates and all accrued and unpaid fees and
disbursements owing to the Administrative Agent accrued before
the Petition Date; and (b) immediately pay other fees as and when
due at the non-default contract rates.

During the Initial Period, the Adequate Protection Obligations
will constitute expenses of administrations with priority in
payment over all administrative expenses.

The Lenders' consent to the use of the Cash Collateral will
terminate on the earliest to occur of (x) consummation of a plan
of reorganization, (y) July 15, 2009, if a final order has not
been entered by the Court by that date, or (z) five business days
after written notice of the occurrence and continuance of any of
these Events of Default:

  (a) failure to make a payment to the Administrative Agent as
      and when required by the Interim Order;

  (b) failure to provide financial reports, including a proposed
      budget, when due;

  (c) Debtor Six Flags Theme Parks, Inc., transfers funds to
      Debtor Six Flags Operations, Inc., and SFI in excess of an
      amount necessary for SFI or SFO to pay ordinary course
      expenses of SFI and its subsidiaries;

  (d) commencing the week ending July 21, 2009, the cash balance
      for that week is at least:

       Test Date                           Minimum Cash Balance
       ---------                           --------------------
       June 2009                                $80 million
       July 2009                               $100 million
       August 2009                             $150 million
       September 2009                          $150 million
       October and each month thereafter        $40 million

  (e) a Termination Event under the Plan Support Agreement
      occurs and has not been waived or cured;

  (f) any of the Debtors' cases is dismissed or converted to  a
      case under Chapter 7 of the Bankruptcy Code, or a Chapter
      11 trustee or examiner is appointed;

  (g) the Court lifts the automatic stay allowing holders of
      security interests to foreclose on any material assets of
      the Debtors; and

  (h) the Debtors create or allow to exist any postpetition
      liens or security interests other than the liens granted
      on a cash collateral account.

Upon an Event of Default, allowed and unpaid professional fees
and disbursements of the Debtors and statutory committees will be
paid in an aggregate amount not to exceed $5 million, plus costs
and administrative expenses in an amount not to exceed $50,000 in
the aggregate that are permitted to be incurred by a Chapter 7
trustee.

As of the Petition Date, the Debtors held roughly $7 million in
cash accounts maintained with the Administrative Agent, subject to
outstanding and unpresented checks or other obligations.  The
Debtors, according to Mr. Speed, project the amount to increase
given that they generate a substantial majority of their revenue
through operations from Memorial Day to Labor Day.  The Debtors,
he said, are not seeking to enter into a debtor-in-possession
financing at this time.

A full-text copy of the Interim Order is available for free
at http://bankrupt.com/misc/sixf_bridgecashcolord.pdf

Judge Sontchi will convene a hearing on June 23, 2009, at 1:00
p.m. (Eastern Time), to consider final approval of the request.

                     Avenue Capital Objects

Avenue Capital Management II L.P., on behalf of itself and each
of its affiliates that is the holder of, or manager for various
funds or accounts that hold, debt under the Credit Agreement,
asserts that the Cash Collateral Motion should be denied because
it is premised on the Debtors' false and misleading representation
that the so-called "Lenders" have consented to the use of Cash
Collateral.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, points out that Avenue Capital, one of the largest
holders of debt under the Credit Agreement, has not consented to
the use of Cash Collateral and will not consent unless these
changes are made to the Interim Order:

  (a) The Budget and any of modifications must be acceptable to
      Avenue Capital, which acceptance will not be unreasonably
      withheld.  Additionally, an Event of Default under the
      Interim Order will occur if a proposed Budget will not
      have been accepted by Avenue Capital, in its reasonable
      discretion, by the date that is at least two business days
      prior to the expiration of the then applicable Budget.
      Furthermore, upon an Event of Default, the Debtors may
      only continue to use Cash Collateral with the prior
      written consent of Avenue Capital or by order of the
      Court.  The Administrative Agent should not be permitted
      to waive an Event of Default without the consent of Avenue
      Capital or an order of the Court.

  (b) Avenue Capital should receive any and all Reporting
      Requirements provided to the Administrative Agent.
      Additionally, Avenue Capital should be entitled to
      periodic telephonic updates with the Debtors concerning
      the operations, business affairs and financial condition
      of the Debtors.  Moreover, Avenue Capital should promptly
      receive notice of any and all Events of Default.  The
      Court should require monthly status conferences to be
      held.

  (c) Avenue Capital should be entitled to reimbursement for all
      reasonable fees, costs and charges it incurred under the
      Loan Documents and those fees, costs and charges should be
      paid in accordance with the same procedures that govern
      the reimbursement of the Administrative Agent's fees,
      costs and charges.

  (d) The paragraph governing a "Termination Event" under the
      Lock-Up Agreement should be deleted.

Avenue Capital discloses that in the two months preceding the
Petition Date, it was involved in negotiations and alternative
restructuring of the Debtors' balance sheet, which, Mr. Dizengoff
says, would have equitized the bond debt and left the bank debt
unimpaired.  However, rather than pursue this value maximizing
transaction with Avenue Capital, the Debtors abandoned months of
efforts and ran to their banks with a sweetheart deal that pays
the banks more than a 100% recovery, he tells the Court.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Gets Interim OK to Limit Trading of Stock
----------------------------------------------------
Six Flags Inc. and its affiliates estimate that as of December 31,
2008, Six Flags, Inc., had incurred net operating tax loss
carryforwards of $1,781,300,000, in additional to certain other
tax attributes.

The Tax Attributes are valuable assets of the Debtors' assets
because the U.S. Tax Code permits corporations to carry forward
their previously recognized NOLs, foreign tax creditors and other
tax attributes to offset future income, thereby reducing the
Debtors' tax liability in future periods, the Debtors' proposed
counsel, Daniel J. DeFrancheschi, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, states.

The Debtors' ability to use the Tax Attributes to offset future
income is subject to statutory limitations.  The Tax Code limits
a corporation's use of its Tax Attributes after the corporate has
undergone an "ownership change," which generally occurs when the
percentage of a company's equity held by one or more persons
holding 5% or more of that company' stock increases by more than
50 percentage points above the lowest percentage of ownership by
that shareholder.

The Debtors, Mr. DeFrancheschi says, are negotiating a plan of
reorganization that will provide for the issuance of new stock in
reorganized SFI and the distribution of those shares to
creditors.  The issuance and distribution will cause an
"ownership change" under the Tax Code.

The Debtors need the ability to preclude certain transfers of,
and monitor and possibly object to other changes in, the
ownership of Six Flags stock to ensure that an ownership change
does not occur prior to the effective date of a Chapter 11 plan.

Accordingly, the Debtors sought and obtained, on an interim
basis, approval from the U.S. Bankruptcy Court for the District of
Delaware of these procedures governing trading restrictions and
notification requirements applicable to the acquisition or
disposition of SFI stock effective nunc pro tunc June 13, 2009:

(a) Any entity beneficially owning at any time on or after
     June 13, 2009, SFI Stock in an amount sufficient to
     qualify that entity as a "Substantial Equityholder" will
     file with the Court a Notice of Substantial Stock
     Ownership.

(b) A "Substantial Equityholder" is any person or entity that
     beneficially owns at least (i) 4,399,897 shares of SFI's
     common stock, or (ii) 517,500 shares of SFI's Preferred
     Income Equity Redeemable Shares.

(c) Any entity intending to own or dispose of the SFI Stock
     that will result to that entity becoming a "Substantial
     Equityholder" must file a Notice of Intent to Purchase or
     Dispose.

(d) If the Debtors file a timely Equity Objection, the Proposed
     Equity Acquisition or Disposition will not be effective
     unless approved by a final and non-appealable Court order.
     If the Debtors do not file a timey Equity Objection, the
     proposed Transaction may proceed.

The Court will convene a hearing on July 13, 2009, to consider
final approval of the request.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Sets PACA & PASA Claims Resolution Protocol
------------------------------------------------------
Prepetition, certain of Six Flags Inc. and its affiliates' vendors
sold goods that may be deemed "perishable agricultural
commodities" as the term is defined by the Perishable Agricultural
Commodities Act of 1930 and "livestock" as the term is defined by
the Packers and Stockyards Act of 1921.

The PACA regulates trading of perishable agricultural
commodities, essentially fruits and vegetables.  The Act provides
that upon delivery of goods to the purchaser, a statutory trust
automatically arises on behalf of unpaid suppliers or sellers.
The PACA applies to merchants, dealers and brokers of perishable
agricultural commodities purchasing perishable agricultural
commodities solely for retail sale, as long as the invoice cost
of these purchases in any calendar year exceeds $230,000.

The Debtors, according to their proposed counsel, Daniel J.
DeFrancheschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, likely have sold in excess of the minimum
amount necessary, thus are likely to be considered "dealers" of
perishable agricultural commodities and are subject to the
imposition of a PACA Trust for unpaid amounts.

Given the statutory trust created by PACA and PASA and state
statutes of similar effect, along with the Debtors' Chapter 11
filings, the Debtors believe that multiple food suppliers and
vendors will file notices under PACA/PASA and similar state
statutes to preserve any rights they may have under those
statutes.

The Debtors anticipate that many of the PACA/PASA Trust Claims
may be valid, in whole or in part, subject to certain defenses
that the Debtors may have.  While the Debtors do not concede that
their vendors will be able to show any of the elements necessary
to prove PACA/PASA Trust Claim, the Debtors seek to adopt uniform
procedures for determining and settling all PACA/PASA Trust
Claims so that litigation regarding these claims does not
interfere with the Debtors' efforts to operate their business.

The Debtors assert that the prompt and full payment of all valid
PACA/PASA Trust Claims should be authorized.  It is important to
the operations of the Debtors that fresh produce and other
related goods and merchandise continue unimpeded, Mr.
DeFrancheschi contends.

In this regard, at the Debtors' behest, the U.S. Bankruptcy Court
for the District of Delaware approved procedures for resolving
prepetition PACA and PASA claims.  The Debtors also sought and
obtained the Court's authority to pay valid PACA and PASA claims.

PACA/PASA Trust Claims will be treated according to these
procedures:

(a) The PACA/PASA Trust Claimant must provide written notice to
     the Debtors after the time the supplier, seller, or agent
     has received notice that the payment instrument promptly
     presented for payment has been dishonored.

(b) The Debtors will attempt to reach a consensual resolution
     of PACA/PASA Trust claims with the PACA/PASA Trust
     Claimants, and to the extent a consensual resolution is
     reached, the Debtors will pay as the PACA PASA Trust
     Claimant.

(c) The Debtors will file a report with the Court on or before
     August 24, 2009, listing unresolved PACA/PASA Trust Claims
     and providing amounts which the Debtors believe are valid,
     if any.

(d) A claimant objecting to the Debtors' determination of the
     PACA/PASA Trust Claim as set forth in the Report must
     provide the Debtors with evidence or documentation
     demonstrating the basis for the dispute, including a
     statement identifying which information in the Report is
     incorrect, specifying the correct information, and stating
     any legal or factual basis for the objection.  Objections
     must be served upon the Debtors not later than
     September 16, 2009.

(e) Failure of an Objecting Claimant to comply with the
     objections guidelines will constitute a waiver of the
     Objecting Claimant's right to object to the proposed
     treatment and allowed amount of the PACA/PASA Trust Claim
     unless the Court orders otherwise.  Any PACA/PASA Trust
     Claimant who fails to object in a timely manner to the
     PACA/PASA Claim listed in the Report on or before the
     Objection Deadline will be deemed to have assented to the
     amount of the PACA/PASA Trust Claim as listed on the Report
     and these claims will be deemed to be allowed PACA/PASA
     Claims.

(f) The Debtors will negotiate with all Objecting Claimants and
     adjust the PACA/PASA Trust Claim amount to reach an
     agreement.  In the event the Debtors and the Objecting
     Claimant agree on the amount or treatment of the Objecting
     Claimant's Trust claim, the Trust Claim will be allowed in
     the settled amount.

(g) In the event that no consensual resolution of the Objecting
     Claimant's PACA/PASA Trust Claim is reached within 60 days
     after the Objection Deadline, the Debtors will file a
     motion for hearing.

(h) The Debtors will pay in full all valid and allowed
     PACA/PASA Trust Claims within 10 business days following
     the date the claim is deemed allowed.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Bankr. Triggers Defaults in Indentures
-------------------------------------------------
Six Flags, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that its bankruptcy filing
constituted an event of default under each of these debt
instruments:

  * Indenture, dated as of February 11, 2002, between the
    Company and The Bank of New York, as trustee, for the 8-7/8%
    Senior Notes due 2010, with a current principal amount
    outstanding under the 2010 Notes is $131.1 million;

  * Indenture, dated as of April 16, 2003, between the Company
    and BONY, as trustee, for the 9-3/4% Senior Notes due 2013,
    with a current principal amount outstanding under the 2013
    Notes is $142.4 million;

  * Indenture, dated as of December 5, 2003, between the Company
    and BONY, as trustee, for the 9-5/8% Senior Notes due 2014,
    with a current principal amount outstanding under the 2014
    Notes is $314.8 million;

  * Indenture, dated as of June 30, 1999, between the Company
    and BONY, as trustee, and the Second Supplemental Indenture,
    dated as of November 19, 2004, between the Company and BONY,
    as Trustee, for the 4.50% Convertible Senior Notes due 2015,
    with a current principal amount outstanding under the
    Convertible Notes is $280.0 million;

  * Indenture, dated as of June 16, 2008, among SFO, as issuer,
    the Company, as parent guarantor, and HSBC Bank USA,
    National Association, as trustee, for the 12-1/4% Notes due
    2016, with a The current principal amount outstanding under
    the 2016 Notes is $400.0 million; and

  * the Credit Agreement, with a principal amount outstanding
    under the Credit Agreement was $1.1 billion as of March 31,
    2009.

Under the terms of the Indentures, upon the Bankruptcy Filing,
all of the outstanding notes under the Indentures became due and
payable without further action or notice.  Further, all
commitments, loans, with accrued interest, and all other amounts
under the Credit Agreement and the other Loan Documents, became
immediately due and payable as a result of the Bankruptcy Filing.

Six Flags also disclosed that on June 13, 2009, it terminated the
exchange offers for the SFI Notes and the related solicitation of
consents to the indentures pursuant to which the SFI Notes were
issued because certain conditions to the exchange offers were not
satisfied.  No further tenders of SFI Notes will be accepted and
any SFI Notes previously tendered pursuant to exchange offers and
not withdrawn will be promptly returned to the tendering holder
thereof or credited to the account maintained at the depository
from which those SFI Notes were tendered, as applicable.

As a result of the Bankruptcy Filing, the Company said it will
not make the semi-annual interest payment on the Convertible
Notes or the 2014 Notes, due on May 15, 2009 and June 1, 2009.
The Company previously said it had chosen to take advantage of
the applicable 30-day grace periods under the Convertible Note
Indenture and the 2014 Indenture for making those semi-annual
interest payments.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Gets Court Approval to Pay Prepetition Wages
-------------------------------------------------------
Six Flags Inc. and its affiliates employ 1,636 full-time
employees.  All of the Debtors' employees are either hourly or
salaried, and they work either in one of the parks or for the
Debtors' corporate operations.

Many of the Debtors' employees are owed or have accrued various
sums for Prepetition Compensation.  These amounts remained unpaid
on the Petition Date because, among other things, (a) the Debtors
commenced the Chapter 11 Cases in the midst of their customary
payroll period; (b) checks previously issued on account of the
obligations may not have been presented for payment or may not
have cleared the banking system; (c) amounts related to the
prepetition services, while accrued in whole or in part, had not
yet become due and payable by the Debtors; and (d) amounts
deducted from employee paychecks were not then due to be paid
over to the intended recipient or account.

The Debtors estimate that the total amount of unpaid gross wages,
salaries, and other compensation was approximately $3,827,945 and
the total amount of unpaid Deductions and Withholdings was
approximately $954,458 as of the Petition Date.

In this regard the Debtors sought and obtained the U.S. Bankruptcy
Court for the District of Delaware's authority to pay all
Prepetition Employees Compensation and Withholdings and
Deductions.

The Debtors believe that the amount of Prepetition Compensation
on account of the majority of their employees will not exceed
$10,950.  Payment of those amounts will not deplete the assets
otherwise available to unsecured creditors under a plan, the
Debtors' proposed counsel, Daniel J. DeFrancheschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, the
Debtors' proposed counsel, asserted.

Maintaining the goodwill of the Debtors' employees and ensuring
the uninterrupted availability of their services now and during
upcoming seasons will assist the Debtors in maintaining the
necessary "business as usual" atmosphere and, in turn, protect
the going concern value of the estates and maximize the value
ultimately available to creditors, Mr. DeFrancheschi told the
Court.  This will also preserve the Debtors' relationships with
vendors and, crucially, customers, because the Debtors' employees
are their "face of the world", he added.  The creditors of the
Debtors will ultimately benefit from the payment of these
prepetition claims, he further asserted.

The Court also authorized and directed all applicable banks and
other financial institutions to honor all checks presented for
payment and honor fund transfer requests made by the Debtors
related to Prepetition Compensation, Prepetition Business
Expenses, Prepetition Benefits, and Prepetition Processing Costs
provided that sufficient funds are available to make the
payments.


                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).


SL GREEN: Fitch Takes Rating Actions on Portfolio Performance
-------------------------------------------------------------
Consistent portfolio performance, as evidenced by 94.8% occupancy
and same-store net operating income growth of 2.5% during the
quarter ended March 31, 2009, adequate leverage and coverage
levels, and a strong liquidity position supported by a sizeable
cash balance and manageable debt maturity schedule, as evidenced
by Fitch Ratings' estimated liquidity surplus of over $400 million
through 2010, are primary drivers for Fitch's rating actions on SL
Green Realty Corp. and its subsidiary, SL Green Operating
Partnership, L.P., and Reckson Operating Partnership, L.P.

Fitch acknowledges Manhattan's weak office property fundamentals,
where the bulk of SLG's assets is located, the geographic
concentration of SLG's portfolio of office properties in only New
York City, Connecticut and Westchester, New York, SLG's exposure
to financial services tenants, SLG's sizeable mortgages on single
assets, and the impact of the constrained credit markets, all of
which expose SLG to increased portfolio performance, market, and
refinance risks.  Fitch also notes that SLG's modest unencumbered
assets to unsecured debt coverage of 1.4 times (x) limits SLG's
financial flexibility, according to the latest credit analysis
update by Fitch.

Fitch assigned 'BB+' ratings to SLG and SL Green Operating
Partnership, L.P., and affirmed the 'BB+' rating on Reckson
Operating Partnership, L.P. on May 22, 2009.  The Rating Outlook
is Negative.  Fitch's current ratings for SLG (NYSE: SLG) and its
subsidiary, SL Green Operating Partnership, L.P., are:

SL Green Realty Corp.

  -- Issuer Default Rating 'BB+'.
  -- Perpetual preferred stock 'BB-'.

SL Green Operating Partnership, L.P.

  -- IDR 'BB+';
  -- Revolving credit facility 'BB+';
  -- Senior unsecured notes 'BB+';

Fitch affirmed the ratings on Reckson Operating Partnership, L.P.:

Reckson Operating Partnership, L.P.

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

Fitch revised the Rating Outlook to Negative from Stable.


SPORTSMAN'S WAREHOUSE: Files Amended Disclosure Statement & Plan
----------------------------------------------------------------
Sportsman's Warehouse Inc. and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware a first
amended disclosure statement with respect to their first amended
Chapter 11 joint plan of reorganization after Hartford Fire
Insurance Co. objected to earlier version of the Debtors'
disclosure statement describing their plan dated May 22, 2009.

Hartford Fire had argued that Debtors' disclosure statement should
not be approved because it improperly seeks to release non-debtor
third parties from liabilities, including pre-petition liabilities
unrelated to this bankruptcy proceeding.  Hartford Fire issued in
excess of 90 surety bonds with an aggregate penal sum in excess of
$3,009,000, for the benefit of the Debtors.

The release language, as stated, is overly broad and improperly
includes a release of non-debtor third parties who owe indemnity
obligations to Hartford under pre-petition agreements, according
to Michael R. Lastowski, Esq., at Duane Morris LLP in Wilmington,
Delaware.  The disclosure statement fails to set forth any grounds
supporting the need for the release of non-debtors and accordingly
fails to provide creditors with sufficient information to
evaluate the release provision in making the decision to accept
or reject the Plan, Mr. Lastowski said.  Moreover, to the extent
the proposed language releases non-debtors for pre-petition
obligations under written agreements with other non-debtors, the
Plan cannot be confirmed, he noted.

Under the amended plan, among others, holders of general unsecured
claims, totaling $130 million, will receive their pro rata share
of the right to receive cash flow payment.  Holders are expected
to recover 15% of their claims.  Furthermore, the reorganized
Debtors will obtain an exit facility to:

   -- satisfy the debtor-in-possession facility claims;

   -- support other payments required to be made under the amended
      plan;

   -- pay transaction costs; and

   -- fund working capital and other general corporate purposes of
      the reorganized debtors following their emergence.

On the plan's effective date, the plan sponsor will provide a
$10 million loan to fund the operations of the reorganized
Debtors.  The Plan sponsor loan will be secured by the plan
sponsor lien.  Proceeds of the second lien collateral received in
connection with the sale or other disposition of, or collection
on, such second lien collateral upon the exercise of remedies with
respect thereto, shall be shared pro rata among the holders of
the plan sponsor lien and the critical vendor lien.

After the plan's effective date, the reorganized Debtors will
distribute up to $5 million to certain critical vendors to be
designated by the reorganized Debtors with the plan sponsor's
approval in exchange for:

   i) the critical vendor trade credit on terms reasonably
      satisfactory to the Reorganized Debtors for a period of at
      least two years; and

  ii) trade terms.

The critical vendor trade credit is trade credit on terms
reasonably satisfactory to the Reorganized Debtors, to be provided
by critical vendors to the reorganized Debtors for a period of at
least two years, in an amount not less than $15 million, as set
forth in the trade credit agreements to be entered into prior to
the effective date, which trade credit will be secured by the
critical vendor lien, and may include trade credit extended
subsequent to the effective date, as provided in agreements
reasonably satisfactory to the Reorganized Debtors in the plan.

Proceeds of the second lien collateral received in connection with
the sale or other disposition of, or collection on, such second
lien collateral upon the exercise of remedies with respect
thereto, will be shared Pro Rata among the holders of the plan
sponsor Lien and the critical vendor lien.

A full-text copy of Hartford Fire's objection if available for
free at http://ResearchArchives.com/t/s?3e01

A full-text copy of the Debtors' previous disclosure statement is
available for free at http://ResearchArchives.com/t/s?3e02

A full-text copy of the Debtors' previous plan is available for
free at http://ResearchArchives.com/t/s?3e03

A full-text copy of the Debtors' amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?3e04

A full-text copy of the Debtors' amended plan is available for
free at http://ResearchArchives.com/t/s?3e05

                    About Sportsman's Warehouse

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment.  The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  Roberta DeAngelis, U.S. Trustee for
Region 3, appointed seven members to the official committee of
unsecured creditors of Sportsman's Warehouse Inc.  Greenberg
Traurig LLP represents the Committee.  The Company listed assets
of $436 million against debt totaling $452 million as of Dec. 31,
2008.


ST GEORGE HOTEL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: St. George Hotel
        16104 Main St
        PO Box 9
        Volcano, CA 95689

Bankruptcy Case No.: 09-32453

Chapter 11 Petition Date: June 17, 2009

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

Judge: Thomas Holman

Debtor's Counsel: David Foyil, Esq.
                  18 Bryson Dr
                  Sutter Creek, CA 95685
                  Tel: (209) 223-5363

Estimated Assets: $0 to $50,000

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Gary Little, general partner of the
Company.


STANDARD MOTOR: S&P Raises Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Standard Motor Products Inc. to 'CC'
from 'SD' (selective default).  The outlook is negative.

"The upgrade reflects the company's completion of a distressed
exchange," said Standard & Poor's credit analyst Lawrence
Orlowski.  The exchange resulted in $12.3 million principal amount
of its 6.75% convertible subordinated debentures due 2009 being
tendered in exchange for newly issued 15% convertible subordinated
debentures due 2011.  Following the exchange offer, approximately
$32 million aggregate principal amount of 6.75% debentures will
remain outstanding.

The rating reflects the financial pressure that Standard Motor
Products faces in paying off its remaining $32 million in
debentures that mature on July 15, 2009.

The outlook is negative, as the company faces a debenture maturity
in July.


SPANKEY'S AUTO: Unusual Fee Application Notice in Local Newspaper
-----------------------------------------------------------------
Lawyers representing Spankey's Auto Sales, Inc., published notice
in the Cumberlink Sentinel of the filing of their Second
Application for Allowance of Interim Compensation for Professional
Services for the period from February 3, 2009, to May 13, 2009.
The lawyers seek $10,815.00 for services and $115.84 for expenses,
for a total of $10,930.84.  The notice indicates that objections,
if any, must be filed by July 6, 2009.  It is unclear why the
notice was published in the local newspaper, and, strangely, the
notice says, "[t]he Debtor received a retainer in the amount of
$9,690.00."

Spankey's Auto Sales, Inc., filed for Chapter 11 protection
(Bankr. M.D. Pa. Case No. 08-04267) on November 14, 2008, and is
represented by Robert E Chernicoff, Esq., at Cunningham and
Chernicoff PC, in Harrisburg.  At the time of the filing,
Spankey's estimated its assets and debts were between $1 million
and $10 million.


STRAUMUR-BURDARAS: Files Chapter 15 in Manhattan Bankruptcy Court
-----------------------------------------------------------------
On June 2, 2009, Hordur Felix Hardarson, in his capacity as the
foreign representative of Straumur-Burdaras Investment Bank hf,
filed a petition for Chapter 15 in the United States Bankruptcy
Court for the Southern District of New York seeking recognition of
its proceeding currently pending in Iceland as a foreign main
proceeding.

The case is In re Straumur-Burdaras Investment Bank hf, 09-13592,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Under Chapter 15, upon recognition of a foreign proceeding as a
foreign main proceeding, creditors are preluded from seizing the
foreign debtor's assets in the United States and from continuing
their litigation and other collection efforts against the debtor.

The Bankruptcy Court has scheduled a hearing with respect to the
petition and motion for permanent injunction for 9:30 a.m. on
July 14, 2009.  Responses or objections to the petition and motion
or the relief requested by the petitioner must be filed so as to
be received no later than 4:00 p.m. (Eastern Time), July 7, 2009.

Straumur-Burdaras Fjarfestingabanki hf a.k.a Straumur-Burdaras
Investment Bank hf -- http://www.straumur.net/-- is an Iceland-
based investment bank.  On March 9, 2009, Straumur-Burdaras was
nationalized by Icelandic authorities after its funding dried up.
Mattew P. Morris, Esq., at Lovells LLP, represents the Chapter 15
petitioner as counsel.  The debtor's petition lists both assets
and liabilities as over $1 billion.


SUPERIOR OFFSHORE: Asserts Fixing Prices for Flights to Oil Rigs
----------------------------------------------------------------
Superior Offshore International Inc. has launched a proposed class
action accusing some of the largest providers of offshore
helicopter services in the Gulf of Mexico of fixing prices for
flights to oil rigs, according to Law360.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counsel.


SYNOVICS PHARMA: Delays Quarterly Report; Sees Drop in Revenues
---------------------------------------------------------------
Synovics Pharmaceuticals, Inc., failed to timely file its
quarterly report on Form 10-Q for the period ended April 30, 2009,
with the Securities and Exchange Commission.

"The financial statements necessary to file the Form 10-Q in a
timely fashion are not completed, and the [Company] cannot do so
in a timely manner without unreasonable burden and expense,"
Mahendra Desai, the Company's Chief Financial Officer, says.

"Based on information available to us at this time, revenue
decreased from approximately $6.1 million in the three months
ended April 30, 2008 to approximately $2.8 million in the three
months ended April 30, 2009, total expenses decreased from
approximately $3.3 million in the three months ended April 30,
2008 to approximately $2.1 million in the three months ended
April 30, 2009, other expenses decreased from approximately
$2 million in the three months ended April 30, 2008 to
approximately $0.5 million in the three months ended April 30,
2009 resulting in the reduction of net loss from approximately
$2.9 million in the three months ended April 30, 2008 to
approximately $2.6 million for the three months ended April 30,
2009," Ms. Desai says.

"The substantial decrease in revenue was the result of decreases
in sales of the Rx product line and our products containing
ephedrine and guaifenesin.  The decrease in total expenses was the
result of our reduction in sales revenue and a reduction in
selling, general and administrative expense offset by a slight
increase in research and development costs.  The decrease in other
expenses was attributable to the significant reduction in
outstanding debt during the previous fiscal year."

                   About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

                           *     *     *

Miller Ellin & Company, LLP, in New York, in a letter dated
January 29, 2009, to Synovics Pharmaceuticals, Inc., expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Synovics Pharmaceuticals, Inc., and Subsidiaries as of October 31,
2008 and 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years
ended October 31, 2008, 2007, and 2006.  The firm pointed out that
the company has negative working capital of $6,540,018 and has
experienced significant losses and negative cash flows.  The
company incurred net losses of $4,005,831, $20,857,884,
$8,571,021, $2,911,260 and $1,124,336, for the years ended
October 31, 2008, 2007, 2006, 2005, and 2004.  As of October 31,
2008, the Company's accumulated deficit was $78,649,597.  "These
facts raise substantial doubt about the Company's ability to
continue as a going concern."


TELETOUCH COMMUNICATIONS: Posts $395,000 Net Loss in Nov. Quarter
-----------------------------------------------------------------
Teletouch Communications Inc. filed with the Securities and
Exchange Commission its report on Form 10-Q for the second fiscal
quarter ended November 30, 2008.

The Company posted $395,000 in net loss on total operating
revenues of $11,192,000 for the November 30 quarter compared to
$1,102,000 net loss on total operating revenues of $13,194,000 for
the same period in 2007.

The Company had $25,712,000 in total assets and $35,219,000 in
total liabilities, resulting in $9,507,000 in stockholders'
deficit at November 30, 2008.  It had a working capital deficit of
roughly $9,590,000 at November 30, 2008.

The Company's factoring debt obligation with Thermo Credit LLC has
been presented as a current liability on the Company's
consolidated balance sheet at November 30, 2008, because the
factoring agreement requires a lockbox agreement under which
customer payments on accounts are directed to a lockbox controlled
by Thermo and because certain subjective acceleration rights are
retained by Thermo under the agreement.  The stated maturity date
of the obligation is February 2010.  The factoring debt obligation
at November 30, 2008, was $8,643,000.

In May 2008, the Company was able to secure an additional
$5,000,000 asset-based revolving credit facility with Thermo, with
the proceeds used primarily to pay $2,000,000 to Progressive
Concepts, Inc.'s former senior lender to have the liens on the
assets of PCI fully and permanently released, and $1,500,000 was
used to make an initial payment to the holders of certain long-
standing redeemable common stock warrants that became due in
December 2007.  Teletouch Communications owns all of the shares of
PCI.

Even upon the Company's completion of the restructuring of its
debt obligations in May 2008, and increasing its debt facility,
the Company was able to partially improve its working capital
deficit and shareholders' equity deficit as of May 31, 2008.  The
Company is continuing to seek additional debt and equity financing
to ensure it is able to meet its remaining trade and debt
obligations in the event that there are changes to its existing
credit arrangements as well as provide sufficient working capital
to expand its operations.  If it is unsuccessful in its efforts to
secure additional financing and the Company's current credit
arrangements are accelerated, the Company may be unable to meet
its obligations and might be forced to seek protection from its
creditors.

During fiscal 2008 and continuing into fiscal 2009, the Company
has been focusing on evaluating the operations of its PCI
subsidiary.  The results of these efforts have been successful in
eliminating certain unnecessary operating expenses and in
increasing margins on product and service revenues by implementing
improved controls over pricing and inventory management.  The
settlement of the dispute with AT&T in June 2007 has resulted in
an increase in margins on the cellular service billing revenues
during both fiscal years 2008 and 2009 as a result of no longer
having to pay for certain charges billed by AT&T when customers
roamed on networks owned by AT&T.  In addition, the Company has
achieved some success in developing new service revenues that have
been successful in partially offsetting the declines in service
revenues caused by customer attrition.  Since June 2007, the
Company has experienced higher than normal cellular subscriber
attrition due primarily to the launch of the iPhone.  Although the
iPhone is offered to customers by AT&T, PCI has been denied the
approval to sell or activate the iPhone for customers by AT&T.

The Company reviews its staffing levels on a quarterly basis and
continues to seek ways to consolidate and automate necessary
functions in order to control personnel costs.  However, to date,
the Company believes that its efforts to reduce it operating
expenses have been successful and is concerned that further
reductions in these expenses would have a negative impact on
revenues.  Current efforts are focused on seeking additional
distribution for existing products lines, including an emphasis on
internet marketing.  The Company has also begun to expand its
cellular carrier relationships beyond AT&T.  In January 2009 the
Company entered into a new distribution agreement with T-Mobile
USA, Inc., and in February 2009 opened 5 retail locations in
Oklahoma selling T-Mobile cellular services.  There can be no
assurance that the current efforts to increase revenues through
new distribution channels will be successful, nor is there any
assurance that the trade credit that is currently extended to the
Company will be maintained or expanded for fiscal 2009 to
facilitate this growth.

In the second half of fiscal year 2009, the Company began
aggressively monitoring its credit policies and procedures due to
the current negative economic outlook for many individuals and
businesses.  To date, the Company has seen an increase in the
number of uncollectible accounts and believes the number of
uncollectible accounts and the related bad debt expense will
continue to increase through the remainder of fiscal year 2009 and
through the first half of fiscal year 2010, given current economic
conditions in the United States and Southwest region in
particular.  Because the Company continues to incur credit risk
through the extension of credit to its customers, the Company will
continue to tighten its credit standards which could impair the
Company's ability to increase revenues during the remainder of
fiscal year 2009 and continuing into 2010.

The Company says there exists substantial doubt about its ability
to continue as a going concern.

                   About Teletouch Communications

For over 40 years, Teletouch Communications, Inc. --
http://www.teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.

In a letter dated January 16, 2009, BDO Seidman, LLP, in Houston,
Texas, pointed out that the company has suffered recurring losses
from operations and negative cash flows from operations and has a
working capital deficit and a net capital deficiency which raise
substantial doubt about its ability to continue as a going
concern.


TENET HEALTHCARE: Moody's Cuts Ratings on Senior Notes to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Tenet
Healthcare Corporation's senior secured notes due 2015 and 2018 to
B1 (LGD3, 32%) from Ba3 (LGD2, 23%) and senior unsecured notes to
Caa2 (LGD5, 82%) from Caa1 (LGD5, 75%).  This action concludes the
review of the ratings of these instruments initiated on June 1,
2009, and is in line with the expectations expressed at that time.
Moody's also affirmed Tenet's B3 Corporate Family and Probability
of Default ratings.  The rating outlook remains stable.

The conclusion of the review reflects the completion of Tenet's
sale of $925 million of senior secured notes due 2019 and the
repurchase of approximately $891 million in principal of the
company's 9.875% senior notes currently being tendered for.  The
change in the rating of the senior secured notes reflects both the
increase in claims at the senior secured level and the reduction
in the amount of unsecured debt, which would absorb any loss prior
to the secured debt holders.  Additionally, the downgrade of the
unsecured notes rating reflects the remaining notes' position
behind an increased amount of senior secured claims.

The affirmation of the B3 Corporate Family Rating reflects the
expectation that the company will continue to operate with
considerable financial leverage, modest interest coverage and
negative free cash flow.  Refinancing risk is further mitigated by
the most recent offering due to the later maturity of the new
notes, but the transaction does not reduce the total debt level.
The rating also continues to be supported by good liquidity,
characterized by $652 million of available cash and $598 million
available under the company's revolver as of March 31, 2009.

Following is a summary of Moody's rating actions.

Ratings downgraded:

  -- 9.0% senior secured notes due 2015, to B1 (LGD3, 32%) from
     Ba3 (LGD2, 23%)

  -- 10.0% senior secured notes due 2018, to B1 (LGD3, 32%) from
     Ba3 (LGD2, 23%)

  -- 6 3/8% senior notes due 2011, to Caa2 (LGD5, 82%) from Caa1
     (LGD5, 75%)

  -- 6 ½% senior notes due 2012, to Caa2 (LGD5, 82%) from
     Caa1 (LGD5, 75%)

  -- 7 3/8% senior notes due 2013, to Caa2 (LGD5, 82%) from Caa1
     (LGD5, 75%)

  -- 9 7/8% senior notes due 2014, to Caa2 (LGD5, 82%) from Caa1
     (LGD5, 75%)

  -- 9 1/4% senior notes due 2015, to Caa2 (LGD5, 82%) from Caa1
     (LGD5, 75%)

  -- 6 7/8% senior notes due 2031, to Caa2 (LGD5, 82%) from Caa1
     (LGD5, 75%)

Ratings affirmed/LGD assessments revised:

  -- $800 million senior secured revolving credit facility due
     2011, Ba3 (LGD1, 2%)

  -- $925 million 8.875% senior secured notes due 2019, to B1
     (LGD3, 32%) from B1 (LGD2, 28%)

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- Speculative Grade Liquidity Rating, SGL-2

The rating outlook remains stable.

Moody's last rating action was on June 1, 2009, when a B1 (LGD2,
28%) rating was assigned to Tenet's proposed issuance of senior
secured notes, the ratings of the existing senior secured and
senior unsecured notes were placed under review for possible
downgrade, and all other ratings were affirmed.

Tenet is headquartered in Dallas, Texas and is expected to
continue to operate 50 hospitals in 12 states (excluding one
hospital not yet divested and included in discontinued operations
at March 31, 2009).  Tenet generated revenue from continuing
hospital operations of approximately $8.8 billion for the twelve
months ended March 31, 2009.


TENET HEALTHCARE: Sells Sr. Secured Notes Due 2109; Raises $925MM
-----------------------------------------------------------------
Tenet Healthcare Corporation on June 15, 2009, sold $925,000,000
aggregate principal amount of its 8.875% Senior Secured Notes due
2019.  The Notes were offered only to eligible purchasers through
a private placement and have not been registered under the
Securities Act of 1933, as amended, or any state securities laws.

Tenet will pay interest on the Notes semi-annually, in arrears, on
January 1 and July 1 of each year, commencing January 1, 2010, to
holders of record on the immediately preceding December 15 and
June 15.  The Notes will rank equally with Tenet's 9.000% Senior
Secured Notes due 2015 and 10.000% Senior Secured Notes due 2018.
The Notes are guaranteed by and secured by a first-priority pledge
of the capital stock and other ownership interests of certain of
Tenet's subsidiaries.

The Notes were issued pursuant to an Indenture, dated as of
November 6, 2001, as supplemented by an Eleventh Supplemental
Indenture dated June 15, 2009, among Tenet, certain of its
subsidiaries and The Bank of New York Mellon Trust Company, N.A.,
as successor trustee to The Bank of New York.

The Supplemental Indenture contains covenants that, among other
things, restrict Tenet's ability and the ability of its
subsidiaries:

   -- to incur liens;
   -- consummate asset sales;
   -- enter into sale and lease-back transactions; or
   -- consolidate, merge or sell all or substantially all of their
      assets, other than in certain transactions between one or
      more of Tenet's wholly owned subsidiaries and Tenet.

The restrictions, however, are subject to a number of important
exceptions and qualifications.  In particular, there are no
restrictions on Tenet's ability or the ability of its subsidiaries
to incur additional indebtedness, make restricted payments, pay
dividends or make distributions in respect of capital stock,
purchase or redeem capital stock, enter into transactions with
affiliates or make advances to, or invest in, other entities
(including unaffiliated entities).

The Supplemental Indenture also provides that the Notes may become
subject to redemption under certain circumstances, including a
change of control of Tenet.  In addition, the Supplemental
Indenture provides that, after July 1, 2014, Tenet may, at its
option, redeem the Notes at the redemption prices and subject to
terms set forth in the Supplemental Indenture, together with
accrued and unpaid interest thereon, if any, to the redemption
date.

In connection with the issuance of the Notes, on June 15, 2009
Tenet also entered into (i) a Second Amendment to Stock Pledge
Agreement with The Bank of New York Mellon Trust Company, N.A., as
collateral trustee, and the subsidiary guarantors, which sets
forth the terms under which Tenet has pledged the stock of certain
of its subsidiaries, and (ii) an Exchange and Registration Rights
Agreement with Banc of America Securities LLC, Goldman, Sachs &
Co., Citigroup Global Markets Inc., Scotia Capital (USA) Inc.,
Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Wachovia Capital Markets, LLC, as the Initial Purchasers for the
benefit of the holders, and the guarantors, which sets forth
Tenet's obligations to register the Notes under the Securities Act
if the Notes have not become freely tradable on or before June 30,
2010.

Also on June 15, 2009, Tenet purchased $891.4 million of the
$1 billion aggregate principal amount outstanding of its 9.875%
Senior Notes due 2014.  The 9.875% Senior Notes purchased by Tenet
were validly tendered pursuant to a cash tender offer prior to the
expiration of the early tender time of 5:00 pm (New York City
time) on June 11, 2009.  The terms of the Tender Offer are
contained in an offer to purchase and a related letter of
transmittal, each dated as of May 29, 2009.

Tenet purchased the 9.875% Senior Notes for total consideration of
$931,505,844, representing $891,405,000 in principal payments and
$40,100,844 in accrued and unpaid interest through the date of
purchase.  Tenet purchased the 9.875% Senior Notes with the net
proceeds from its offering of the Notes (estimated to be
$864,033,250) and cash on hand.

Holders of 9.875% Senior Notes validly tendered after the early
tender time but on or prior to the expiration of the Tender Offer
and accepted by Tenet will receive total consideration of $970 per
$1,000 principal amount of 9.875% Senior Notes, plus any accrued
and unpaid interest up to, but not including, the final settlement
date, which Tenet expects to occur promptly following the
expiration of the Tender Offer.  The Tender Offer will expire at
12:00 midnight (New York City time) on June 25, 2009.  Tenet
expects to fund the purchase of any additional 9.875% Senior Notes
with cash on hand.

                     About Tenet Healthcare

Tenet Healthcare Corp. is headquartered in Dallas, Texas and is
expected to continue to operate 50 hospitals in 12 states
(excluding one hospital not yet divested and included in
discontinued operations at March 31, 2009).  Tenet generated
revenue from continuing hospital operations of approximately
$8.8 billion for the 12 months ended March 31, 2009.

At March 31, 2009, Tenet had $8,092,000,000 in total assets and
$7,754,000,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on June 3, 2009,
Moody's Investors Service assigned a B1 (LGD2, 28%) rating to
Tenet Healthcare's offering of $450 million in senior secured
notes.  Concurrently Moody's affirmed Tenet's B3 Corporate Family
and Probability of Default ratings and the Ba3 (LGD1, 2%) rating
on the company's revolver.  The ratings of Tenet's existing senior
secured and senior unsecured notes were placed under review for
possible downgrade.

Standard & Poor's Ratings Services assigned Tenet's issuance of up
to $1.0 billion senior secured notes its issue-level of 'BB-' (two
notches higher than the 'B' corporate credit rating on the
company).  S&P also assigned the notes a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for noteholders in the event of a payment default.  The issue-
level and recovery ratings on Tenet's existing $1.4 billion senior
secured notes and $800 million asset-based lending (ABL) facility
remain unchanged at 'BB-' and '1', respectively.  S&P also revised
its recovery rating on Tenet's various tranches of senior
unsecured debt to '6', indicating S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default, from '4'.
S&P lowered the issue-level rating on this debt to 'CCC+' (two
notches lower than the 'B' corporate credit rating) from 'B', in
accordance with S&P's notching criteria for a '6' recovery rating.

Fitch Ratings assigned a 'BB-/RR1' rating to Tenet's $450 million
in senior secured notes due 2019.  Fitch currently rates Tenet:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.  The ratings apply to approximately
$4.6 billion of debt outstanding as of March 31, 2009.


TENNESSEE ENERGY: Wells Fargo Rating Cut Won't Affect Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the downgrade of
Wells Fargo & Co. (AA-/Negative/A-1+) does not affect the rating
or outlook on Tennessee Energy Acquisition Corp.'s $2 billion
series 2006A bonds (A/Stable).  The downgrade of Wells Fargo
follows an industry review and S&P's recent criteria on stress
testing and U.S. banks.  The industry review reflects a
reassessment of rating levels and rating relativities in the
industry and Wells Fargo's exposure to the deteriorating consumer
and commercial credit cycle.

The rating on TEAC's 2006A prepaid transaction is currently tied
to the rating of MBIA Insurance Corp. (MBIA; BBB/Negative/--).
MBIA guarantees the obligations of MBIA Inc. (BB/Negative/--), the
repurchase agreement provider to TEAC's working capital fund in
its $2 billion gas project revenues bonds series 2006A.  S&P could
revise the ratings and outlook to the extent that S&P revise the
ratings on MBIA, or S&P lower the rating on another counterparty
and it becomes the primary ratings constraint on the transaction.
Wells Fargo is the guaranteed investment contract provider to the
working capital fund in TEAC's 2006A transaction. Bondholders rely
on the funds held by Wells Fargo, in addition to other funded
reserves and payments from TEAC's gas supplier, J. Aron & Co. [not
rated; guaranteed by The Goldman Sachs Group Inc. (A/Negative/A-
1)], to fund any required early termination payments.


THORNBURG MORTGAGE: Creditors Committee May Probe Dealings
----------------------------------------------------------
The official committee of unsecured creditors in Thornburg
Mortgage Inc.'s case was authorized by the U.S. Bankruptcy Court
for the District of Maryland to investigate the company's dealings
with counterparties and former board members, Bloomberg's Bill
Rochelle reports.  The Committee wants to probe whether the
counterparties violated forbearance agreements where Thornburg
raised $1.3 billion and made payments to forestall margin calls.
The institutions from which information will be sought include
JPMorgan Chase Funding Inc. and Citigroup Global Markets Ltd.
Thornburg previously said it intends either to liquidate or sell
the assets while allowing lenders to take possession of their
collateral.


TROPICANA LANDCO: Bank Debt Trades at 82% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Tropicana Landco
is a borrower traded in the secondary market at 17.40 cents-on-
the-dollar during the week ended June 19, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.00 percentage points from
the previous week, the Journal relates.  The loan matures on
January 3, 2012.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by both
Moody's and S&P.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TRUMP ENTERTAINMENT: Seeks to Hire Deloitte for Ch. 11 Plan Advice
------------------------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
hire Deloitte Financial Advisory Services LLP as financial
advisors to the Debtors nunc pro tunc to May 18, 2009.

Deloitte FAS will assist the Debtors in the development of the
analysis for the "best interest of creditors test" necessary for
preparation of a disclosure statement and plan; will advise the
Debtors in connection with necessary hearings and meetings; and
will advise and assist the Debtors with respect to fresh-start
accounting and such other services.

Deloitte FAS will focus on the factors and valuations relevant to
the hypothetical liquidation valuation.  By contrast, Lazard
Freres & Co., which was earlier retained by the Debtors, will
participate in the restructuring of the Debtors, including any
necessary analysis of the going concern and related valuations
which are quite distinct from the liquidation analysis to be
completed by Deloitte FAS.

Deloitte FAS's agreed hourly rates are:

           Partner/Principal       $630
           Directors               $590
           Senior Managers         $490
           Managers                $420
           Senior Associates       $315
           Associates              $250
           Paraprofessionals       $160

The Debtors will also reimburse Deloitte FAS for any direct
expenses incurred in connection with Deloitte FAS's retention in
the chapter 11 cases.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TRUMP ENTERTAINMENT: Hires McElroy as Workers Compensation Counsel
------------------------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
hire McElroy, Deutsch, Mulvaney & Carpenter, LLP as special
counsel effective Feb. 17, 2009.

MDMC will represent the Debtors in the defense of workers'
compensation claims filed by various petitioners in the State of
New Jersey Division of Workers' Compensation.

MDMC rates are $125.00/hr for all attorneys engaged in the
representation of the Debtors for defense of New Jersey Workers'
Compensation claims.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TRUMP ENTERTAINMENT: Taps Richards Layton on Delaware Corp. Issues
------------------------------------------------------------------
Trump Entertainment Resorts Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of New Jersey to
hire Richards Layton & Finger, P.A., as special counsel.

RL&F will give the Debtors general corporate advice under Delaware
law, and in particular under the laws governing corporations and
other business entities.

Hourly Rates are $625.00/hr for Mark J. Gentile, Esq., $490/hr for
Mark V. Purpura, Esq. and $245/hr for Scott W. Perkins, Esq.

RL&F currently represents Trump Entertainment Resorts, Inc. in
connection with providing general corporate advice under Delaware
law.  Trump Entertainment Resorts, Inc. owes RL&F a total of
$3,894.41 for services provided by RL&F prior to the Petition
Date.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TRUMP ENTERTAINMENT: Donald Trump to Bid for Bankrupt Casinos
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg, Donald Trump is making an
offer to acquire Trump Entertainment Resorts Inc. from the Chapter
11 reorganization that the owner of three casinos in Atlantic City
filed in February.  Donald Trump and his daughter resigned from
corporate offices prior to the Debtors' bankruptcy filing.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TRUMP ENTERTAINMENT: Plan Filing Period Extended August 3
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
entered an order extending Trump Entertainment Resorts Inc. and
its debtor-affiliates' exclusive period to file a plan of
reorganization until August 3, 2009.  The Court also extended the
Debtors' period to solicit acceptances of that plan to October 1,
2009.

The extension granted by the Court was shorter than what was
requested by the Debtors.  The Debtors wanted their plan filing
deadline moved by 90 days to September 15, 2009.

According to the Debtors' counsel, Charles A. Stanziale, Jr.,
Esq., at McCarter & English, LLP, in Newark, New Jersey, the
Debtors have been in constant contact and negotiations with the
professionals representing the major constituencies regarding a
plan of reorganization, and have made good faith progress.  The
Debtors, however, are still examining all restructuring
alternatives.

The Debtors said they are engaged in extensive communications with
counsel to U.S. Bank National Association, counsel to the Ad Hoc
Noteholder Committee, counsel to Beal Bank, S.S.B. and Beal Bank
Nevada, and counsel to Donald Trump to negotiate potential terms
of a restructuring.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TUCSON WEST: Gets Initial OK to Tap Cash Securing East West Loan
----------------------------------------------------------------
Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized, on an interim basis, Tucson West
Hotel Associates, L.L.C., to access cash securing repayment of
loan from East West Bank; and grant adequate protection.

On October 30, 2003, Debtor executed and delivered to East West
Bank a $2.3 million promissory note.  Payment of the Note is
secured by a Deed of Trust.  On November 19, 2004, Debtor executed
and delivered to Lender a $950,000 promissory note.  Payment of
Note 2 is secured by a Deed of Trust dated November 19, 2004.

The Debtor reached an agreement for continued authority to use, on
an interim basis, the accounts, rents, issues and profits
generated by the Business and other cash collateral in which the
Lender has a properly perfected first priority security interest.

The Debtor will grant the lender:

   a. a continuing lien and security interest in those assets of
      the Debtor subject to a valid security interest;

   b. segregation of all other proceeds of sales or other property
      claimed by the lender as cash collateral in duly authorized
      and designated debtor-in-possession accounts;

   c. limitations on all normal and necessary operating expenses
      associated with operating and managing the business
      involving making repairs, providing proper management and
      insurance on assets of the Debtor; and

   d. copies of all monthly operating reports and bank account
      statements maintained or received by the Debtor in the
      normal course of business.

                About Tucson West Hotel Associates

Tucson, Arizona-based Tucson West Hotel Associates, L.L.C., owns 8
acres of land in downtown Tucson, on which operates the Riverpark
Inn.

The Company 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.


VALENCE TECHNOLOGY: Berg & Berg Buys $2.5 Million of Shares
-----------------------------------------------------------
Berg & Berg Enterprises, LLC, purchased on June 11, 2009,
1,256,281 shares of Valence Technology, Inc., common stock for
cash at a price per share of $1.99 for an aggregate purchase price
of $2,499,999.19.

The shares were issued in a private placement transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof.  The purchase price
per share equaled the closing bid price of the Company's common
stock as of June 10, 2009.  Under Rule 144 of the Securities Act,
these shares are restricted from being traded by Berg & Berg for a
period of six months from the date of issuance, unless registered,
and thereafter may be traded only in compliance with the volume
restrictions imposed by this rule and other applicable
restrictions.  The managing member of Berg & Berg is Carl E. Berg,
who is the Chairman of the Company's Board of Directors and the
principal stockholder of the Company.

                 About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

Valence Technology's balance sheet at March 31, 2009, showed total
assets of $29.6 million and total liabilities of $96.8 million,
resulting in a stockholders' deficit of $67.1 million.

                     Going Concern Doubt

On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas,
expressed substantial doubt about Valence Technology's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal years ended March 31, 2009,
2008 and 2007.  The firm pointed to the company's recurring losses
from operations, negative cash flows from operations, and net
stockholders' capital deficiency.


VINTAGE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vintage Contracting of NJ, Inc
           fka Vintage Painting Co, Inc
           aka Vintage Painting and Drywall
        811 16th Ave
        Belmar, NJ 07719

Bankruptcy Case No.: 09-25770

Chapter 11 Petition Date: June 18, 2009

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

Debtor's Counsel: Andrew J. Kelly, Esq.
                  Kelly & Brennan, P.C.
                  1011 Highway 71, Suite 200
                  Spring Lake, NJ 07762-2030
                  Tel: (732) 449-0525
                  Fax: (732) 449-0592
                  Email: akelly@kbtlaw.com

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

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

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

        http://bankrupt.com/misc/njb09-25770.pdf

The petition was signed by Anthony Garofalo, president of the
Company.


VIROSA INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Virosa, Inc.
        1659 Grande Flora Ave.
        Clermont, FL 34711

Bankruptcy Case No.: 09-08586

Chapter 11 Petition Date: June 18, 2009

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

Debtor's Counsel: Richard D. Franzblau, Esq.
                  Richard D. Franzblau LLC
                  12301 Lake Underhill Road, Suite 217
                  Orlando, FL 32828
                  Tel: (407) 770-2520
                  Fax: (321) 413-0300
                  Email: rdfranz@rdfllc.com

Total Assets: $0

Total Debts: $1,404,209

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

          http://bankrupt.com/misc/flmb09-08586.pdf

The petition was signed by Shailesh Patel, president of the
Company.


VS 1 LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: VS 1 LLC
        c/o Tony Kastens
        3216 Ash Glen Ln
        Round Rock, TX 78681

Bankruptcy Case No.: 09-15964

Chapter 11 Petition Date: June 18, 2009

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

Judge: Philip H. Brandt

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $9,030,473

Total Debts: $14,574,399

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

          http://bankrupt.com/misc/wawb09-15964.pdf

The petition was signed by Anthony Kastens.


WAVE SYSTEMS: Regains Compliance of NASDAQ Listing Rule
-------------------------------------------------------
Wave Systems Corp. received on June 11, 2009, notice from the
NASDAQ Stock Market stating that, because the closing bid price of
its Class A common stock had been at or above $1.00 per share for
at least 10 consecutive trading days, it had regained compliance
with the minimum bid price rule enumerated in NASDAQ Listing Rule
5550(a)(2).

In addition, as a result of the 15-day average of the closing bid
price of its Class A Common Stock exceeding $1.00 on June 9, 2009,
all of the outstanding shares of Wave's Series J convertible
preferred stock (issued in October 2008) automatically converted
into Class A Common Stock in accordance with the terms of the
Certificate of Designations for the Series J convertible preferred
stock.

Through June 9, 2009, 32 of the original 111 shares of Series J
convertible preferred stock had been converted into shares of
Class A common stock at the election of the holders.  All of the
remaining 79 outstanding shares of Wave's Series J convertible
preferred stock were automatically converted into shares of Class
A Common Stock on June 9, 2009.  Each share of Series J
convertible preferred stock converted into 10,000 shares of the
Company's Class A common stock.

                       About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq: WAVX)
-- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

At March 31, 2009, the Company had $2,450,856 in total assets and
$9,237,335 in total liabilities, resulting in $6,786,479
stockholders' deficit.

                        Going Concern Doubt

Wave has had substantial operating losses since its inception, and
as of March 31, 2009, has an accumulated deficit of $346,213,097.
Wave expects to incur an operating loss for the calendar year
2009.  As of March 31, 2009, Wave had negative working capital of
$7,047,300.

Wave projects to have enough liquid assets to continue operating
through July 2009.  Wave estimates that it will need a minimum of
approximately $3,600,000 of additional cash from a combination of
revenue growth and additional financings, to fund operating
expenses and capital expenditures for the 12-months ending
March 31, 2010.

Wave has begun market introduction of its security and broadband
media distribution software products and has signed initial
distribution contracts for these applications.  However, due to
the early stage nature of this market, it is unlikely that Wave
will generate sufficient revenue to cover all of its cash flow
needs to fund its operating requirements for the 12-months ending
March 31, 2010.

Because Wave does not have sufficient cash to fund operations for
the 12-months ending March 31, 2010; and given the uncertainties
with respect to Wave's revenue outlook for 2009, Wave has been and
will continue to be actively engaged in financing activities to
generate additional funding to cover its operating costs for the
12-months ending March 31, 2010.

If Wave is not successful in raising the needed capital, or is not
successful in executing its business plan, Wave could be forced to
cease operations or merge with or sell its business to another
company.  No assurance can be provided that any of these
initiatives will be successful.  Due to Wave's current cash
position, its capital needs over the next year and beyond, the
fact that Wave has not at this time secured enough financing to
fund operations through March 31, 2010 and beyond, and the
uncertainty as to whether Wave will achieve its sales forecast for
its products and services, substantial doubt exists with respect
to Wave's ability to continue as a going concern.


WOODSIDE GROUP: Alameda Panel Objects Amended Disclosure Statement
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alameda
Investments LLC objects first amended disclosure statement in
support of the first amended Chapter 11 joint plan of
reorganization of Woodside Group LLC and its debtor-affiliates.

Alameda Committee argues that the Debtors' disclosure statement
does not provide them with information they need to fully evaluate
their proposed treatment in the amended plan.  Alameda Committee
says that the joint plan should be sent to creditors in its
current form.

Alameda Committee asks the U.S. Bankruptcy Court for the District
of Central District of California to deny approval of the Debtors'
disclosure statement.  A hearing is set for July 6, 2009, at
1:30 p.m., to consider the Alameda Committee's request.

Rutter Hobbs & Davidoff Incorporated represents the Alameda
Committee.

A full-text copy of the Alameda Committee's objection is available
for free at http://ResearchArchives.com/t/s?3e06

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
August 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group, commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


YUVAL RAN: Israeli Proceeding Not Recognized Under Chapter 15
-------------------------------------------------------------
WestLaw reports that a debtor, following his move nearly a decade
earlier from Israel to the United States, had not maintained an
"establishment" in Israel, so that the foreign insolvency
proceeding that was pending against him in Israel could not be
recognized as a "foreign nonmain proceeding."  The Debtor,
following his move, had not engaged in any business dealings in
Israel, other than temporarily helping to collect debts owed to
his defunct financial services company.  Moreover, when the
petition for recognition of the foreign proceeding was filed, the
only activity relating to the debtor that was taking place in
Israel was the foreign insolvency proceeding itself.  The debtor's
foreign bankruptcy proceeding and related debts, alone, were
insufficient for the court to find an "establishment" under
Chapter 15.  Lavie v. Ran, --- B.R. ----, 2009 WL 890387 (S.D.
Tex.).

Prior to 1997, Yuval Ran was a prominent Israeli businessman and
the CEO of Israel Credit Lines Supplementary Financial Services
Ltd.  See In re Ran, 390 B.R. 257, 260 n. 1 (Bankr. S.D. Tex.
2008).  Credit Lines encountered financial difficulties and
ultimately began liquidating its interests in 1995.  Id.

In April of 1997, Mr. Ran left Israel and moved to Houston, Texas,
where he and his family have resided continuously since mid-1997.
Mr. Ran's wife and five children are U.S. citizens, and Mr. Ran is
a permanent legal resident of the United States, who possesses a
green card and is currently seeking U.S. citizenship.  Mr. Ran and
his wife own a home in Houston and are both employees of a
furniture company in the area.  Additionally, Mr. Ran does not
maintain any bank accounts outside of Harris County, Texas.  Id.

Because of threats to his family in Israel, Mr. Ran testified that
he does not intend to return to Israel, but rather will remain in
Houston indefinitely.  In fact, since the relocation in 1997, Mr.
Ran has not engaged in any business dealings in Israel, other than
temporarily helping to collect debts owed to Credit Lines, which
ceased in 1998 when receivership and liquidation proceedings for
Credit Lines commenced.  Id.

In July 1997, involuntary bankruptcy proceedings were instituted
against Mr. Ran in an Israeli court.  During the proceedings,
Zuriel Lavie was appointed temporary receiver and, later, by order
dated October 28, 1999, trustee of Mr. Ran's estate.  Id.  The
Israeli court declared Mr. Ran bankrupt and ordered the
liquidation of Mr. Ran's estate.  Id.

Nearly a decade after Mr. Ran and his family emigrated from Israel
and more than seven years after being appointed trustee of Mr.
Ran's estate, on December 11, 2006, Mr. Lavie filed a petition
seeking recognition of the Israeli bankruptcy proceeding as a
foreign main or foreign nonmain proceeding under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 06-37067).  The
bankruptcy court denied Mr. Lavie's petition, and Mr. Lavie
appealed to the District Court, which remanded the case to the
bankruptcy court for additional findings.  Lavie v. Ran, 384 B.R.
469, 472 (S.D. Tex. 2008).

On remand, the bankruptcy court declined to recognize the Israeli
bankruptcy proceeding as either a foreign main or foreign nonmain
proceeding, thereby restricting Lavie's access to certain remedies
and relief.  In re Ran, 390 B.R. at 301-02.  The bankruptcy court
thoroughly analyzed whether the proceeding should be recognized as
a foreign main proceeding; however, only a conclusory statement
was made regarding the court's finding with respect to denial of
foreign nonmain recognition. Id. at 260, 262, 262-99.  Mr. Lavie
appealed again, again challenging the denial of recognition of the
Israeli proceeding as either a foreign main proceeding or foreign
nonmain proceeding.

In the District Court for the second time, the Honorable Gray H.
Miller found and held that (1) the Nation of Israel where the
foreign insolvency proceeding was pending did not qualify as Mr.
Ran's "center of main interests" (COMI), so the foreign insolvency
proceeding could not be recognized as a "foreign main proceeding,"
and (2) Mr. Ran had not maintained an "establishment" in Israel,
so that foreign proceeding could not be recognized as a "foreign
nonmain proceeding."


ZX AUTOMOBILE: Proofs of Claim & Interest Due August 21
-------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has set August 21, 2009, as the deadline for creditors
to file proofs of claim and shareholders to file proofs of
interest against ZX Automobile Company of North America, Inc. and
China America Cooperative Automotive, Inc.

Creditors of ZX Automobile Company of North America, Inc., filed
an involuntary chapter 7 petition against the Company (Bankr. C.D.
Calif. Case No. 08-13065) on June 3, 2008, and creditors of China
America Cooperative Automotive, Inc., filed an involuntary
Chapter 7 petition (Bankr. C.D. Calif. Case No. 08-13876, and
jointly administered with Case No. 08-13065) on July 7, 2008.
After months of bickering about venue, whether the case should be
dismissed, and who should be in charge of the company's
operations, the Bankruptcy Court entered an Order for Relief on
December 22, 2008, and simultaneously blessed the conversion of
the case to a Chapter 11 proceeding.  Shortly thereafter, the
Bankruptcy Court approved the appointment of J. Michael Issa to
serve as the Chapter 11 Trustee.  Mr. Issa is represented by
Richard H. Golubow, Esq., and Payam Khodadadi, Esq., at Winthrop
Couchot, P.C., in Newport Beach, Calif.


* Three Banks Shuttered; No. of Failed Banks Rise to 40 in 2009
---------------------------------------------------------------
Bank closures have reached 40 after three banks -- First National
Bank of Anthony, from Anthony, Kansas, Cooperative Bank from
Wilmington, North Carolina, and Southern Community Bank, from
Fayetteville, Georgia -- were closed June 20.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

According to the Summer 2009 issue of Supervisory Insights
released by the FDIC on June 16, 2008, the U.S. financial services
industry experience a crisis in 2008, with these challenges
continuing during the first half of 2009.  In 2008, U.S. financial
regulatory agencies extended $6.8 trillion in temporary loans,
liability guarantees and asset guarantees in support of financial
services.  By the end of the first quarter of 2009, the maximum
capacity of new government financial support programs in place, or
announced, exceeded $13 trillion.

Bear Stearns was the first large investment bank to be acquired by
a bank holding company during 2008. Of the other four largest
investment banks in the United States, one would fail and the
others would be acquired by, or become, bank holding companies.

In 2008, twentyfive banks with total assets of $372 billion
failed.  IndyMac Bank, FSB, was closed by the Office of Thrift
Supervision on July 11, and the FDIC was named conservator. At the
time it was closed, IndyMac's assets of $32 billion made it the
second largest bank failure in FDIC history.

By the end of the first quarter of 2009, the maximum capacity of
new government financial support programs in place, or announced,
exceeded $13 trillion. A copy of the Supervisory Insights is
available for free at:

       http://bankrupt.com/misc/FDIC_SI_Summer2009.pdf

                         Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks:

                                            Buyer's     FDIC Cost
                                            Assumed  to Insurance
                                            Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
First National Bank Bank of Kansas              $142.5      $32.2
Cooperative Bank    First Bank, Troy, N.C.      $717.0     $217.0
Southern Community  United Community            $307.0     $114.0
Bank of Lincolnwood Republic Bank, Chicago      $202.0      $83.0
Citizens National   Morton Community            $200.0     $106.0
Strategic Capital   Midland States Bank         $471.0     $173.0
BankUnited FSB      WL Ross-Led Investors     $8,300.0   $4,900.0
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                    305 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

The FDIC said on May 27 that the number of banks and savings
institutions in its "Problem List" increased to 305 from 252 at
the end of 2008.  The 305 banks and thrifts have combined assets
of $220 billion, according to the FDIC's quarterly banking
profile.

The 252 insured institutions with combined assets of $159 billion
on the FDIC's "Problem List" as of year-end was already the
largest since the middle of 2005.  The Problem List had 171
institutions with $116 billion in assets at the end of the third
quarter, and 76 institutions with $22 billion in assets at the end
of 2007.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

                Problem Institutions      Failed Institutions
                --------------------      -------------------
Year             Number  Assets (Mil)      Number  Assets (Mil)
----             ------  ------------      ------  ------------
Q1'09             305      $220,047          21         $9,498
2008              252       159,405          25        371,945
2007               76        22,189           3          2,615
2006               50         8,265           0              0
2005               52         6,607           0              0
2004               80        28,250           4            170

A copy of the FDIC's Quarterly Banking Profile for the first
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_Mar3109_QBP.pdf


* BOND PRICING -- For the Week From June 15 to 19, 2009
-------------------------------------------------------
Company              Coupon       Maturity  Bid Price
-------              ------       --------  ---------
ACCURIDE CORP           8.50%      2/1/2015      35.00
ADVANTA CAP TR          8.99%    12/17/2026      19.40
AHERN RENTALS           9.25%     8/15/2013      41.00
ALERIS INTL INC         9.00%    12/15/2014       1.00
ALERIS INTL INC        10.00%    12/15/2016       3.50
ALLIED CAP CORP         6.63%     7/15/2011      59.63
AMBASSADORS INTL        3.75%     4/15/2027      31.45
AMBASSADORS INTL        3.75%     4/15/2027      30.00
AMER GENL FIN           3.05%     6/15/2010      60.50
AMER GENL FIN           3.10%     7/15/2009      95.00
AMER GENL FIN           4.00%     8/15/2009      91.75
AMER GENL FIN           4.05%     5/15/2010      80.00
AMER GENL FIN           4.10%     5/15/2010      55.48
AMER GENL FIN           4.20%     8/15/2009      95.00
AMER GENL FIN           4.20%    10/15/2010      45.00
AMER GENL FIN           4.25%    10/15/2010      59.00
AMER GENL FIN           4.40%     7/15/2009      99.75
AMER GENL FIN           4.40%     4/15/2012      38.00
AMER GENL FIN           4.50%     7/15/2009      96.60
AMER GENL FIN           4.50%     3/15/2010      60.00
AMER GENL FIN           4.50%    11/15/2010      55.96
AMER GENL FIN           4.55%    10/15/2009      80.00
AMER GENL FIN           4.80%     9/15/2011      44.29
AMER GENL FIN           4.95%    11/15/2010      62.00
AMER GENL FIN           5.00%     9/15/2009      88.50
AMER GENL FIN           5.00%     6/15/2010      60.50
AMER GENL FIN           5.00%    10/15/2010      62.36
AMER GENL FIN           5.00%    11/15/2010      50.44
AMER GENL FIN           5.00%    12/15/2010      63.00
AMER GENL FIN           5.00%     1/15/2011      62.71
AMER GENL FIN           5.00%     1/15/2011      51.50
AMER GENL FIN           5.00%     6/15/2011      55.00
AMER GENL FIN           5.20%     6/15/2010      70.15
AMER GENL FIN           5.25%     7/15/2010      55.00
AMER GENL FIN           5.25%    12/15/2012      25.00
AMER GENL FIN           5.35%     6/15/2010      48.63
AMER GENL FIN           5.40%     6/15/2011      53.79
AMER GENL FIN           5.50%    12/15/2010      63.51
AMER GENL FIN           5.50%     6/15/2012      31.00
AMER GENL FIN           5.85%     9/15/2012      40.00
AMER GENL FIN           6.50%     6/15/2015      15.00
AMER GENL FIN           7.75%     9/15/2010      47.89
AMER GENL FIN           8.00%     8/15/2010      72.00
AMER GENL FIN           8.15%     8/15/2011      52.78
AMER MEDIA OPER         8.88%     1/15/2011      42.75
AMR CORP                9.20%     1/30/2012      48.00
AMR CORP               10.40%     3/15/2011      46.00
ANTHRACITE CAP         11.75%      9/1/2027      18.00
ANTIGENICS              5.25%      2/1/2025      25.50
APPLETON PAPERS         9.75%     6/15/2014      35.50
ARCO CHEMICAL CO       10.25%     11/1/2010      30.00
AVENTINE RENEW         10.00%      4/1/2017      26.00
BALLY TOTAL FITN       14.00%     10/1/2013       2.50
BANK NEW ENGLAND        8.75%      4/1/1999      10.13
BANK NEW ENGLAND        9.88%     9/15/1999      10.75
BANKUNITED FINL         3.13%      3/1/2034       6.38
BARRINGTON BROAD       10.50%     8/15/2014      32.50
BELL MICROPRODUC        3.75%      3/5/2024      26.75
BLOCKBUSTER INC         9.00%      9/1/2012      46.00
BORDEN INC              8.38%     4/15/2016      28.11
BORDEN INC              9.20%     3/15/2021      24.75
BOWATER INC             6.50%     6/15/2013      16.00
BOWATER INC             9.38%    12/15/2021      17.00
BOWATER INC             9.50%    10/15/2012      15.00
BRODER BROS CO         11.25%    10/15/2010      30.13
BROOKSTONE CO          12.00%    10/15/2012      44.50
C&D TECHNOLOGIES        5.50%    11/15/2026      64.75
CALLON PETROLEUM        9.75%     12/8/2010      42.00
CAPMARK FINL GRP        7.88%     5/10/2012      24.00
CAPMARK FINL GRP        8.30%     5/10/2017      22.00
CARAUSTAR INDS          7.25%      5/1/2010      56.88
CCH I LLC               9.92%      4/1/2014       0.75
CCH I LLC              10.00%     5/15/2014       0.75
CCH I LLC              11.75%     5/15/2014       0.50
CCH I LLC              12.13%     1/15/2015       1.06
CCH I LLC              13.50%     1/15/2014       1.75
CCH I/CCH I CP         11.00%     10/1/2015      12.00
CCH I/CCH I CP         11.00%     10/1/2015      12.00
CHAMPION ENTERPR        2.75%     11/1/2037      12.00
CHARTER COMM HLD        9.92%      4/1/2011       0.56
CHARTER COMM HLD       10.00%     5/15/2011       1.00
CHARTER COMM INC        6.50%     10/1/2027      24.00
CHENIERE ENERGY         2.25%      8/1/2012      32.68
CIT GROUP INC           4.00%     9/15/2009      96.00
CIT GROUP INC           4.50%     7/15/2009      91.00
CIT GROUP INC           4.85%    12/15/2011      40.00
CIT GROUP INC           6.00%     7/15/2009      96.48
CIT GROUP INC           6.25%     9/15/2009      93.14
CLEAR CHANNEL           4.40%     5/15/2011      40.00
CLEAR CHANNEL           4.50%     1/15/2010      75.00
CLEAR CHANNEL           4.90%     5/15/2015      24.00
CLEAR CHANNEL           5.00%     3/15/2012      32.50
CLEAR CHANNEL           5.50%     9/15/2014      24.00
CLEAR CHANNEL           5.75%     1/15/2013      30.30
CLEAR CHANNEL           6.25%     3/15/2011      46.00
CLEAR CHANNEL           7.65%     9/15/2010      60.00
CLEAR CHANNEL          10.75%      8/1/2016      31.83
CLEAR CHANNEL          10.75%      8/1/2016      32.00
COMPREHENS CARE         7.50%     4/15/2010      75.25
COMPUCREDIT             3.63%     5/30/2025      34.15
CONEXANT SYSTEMS        4.00%      3/1/2026      41.00
CONSTAR INTL           11.00%     12/1/2012       8.00
COOPER-STANDARD         7.00%    12/15/2012      10.00
COOPER-STANDARD         8.38%    12/15/2014      13.00
CREDENCE SYSTEM         3.50%     5/15/2010      46.00
DAYTON SUPERIOR        10.00%     9/30/2029      17.00
DAYTON SUPERIOR        13.00%     6/15/2009      20.62
DECODE GENETICS         3.50%     4/15/2011       5.00
DECODE GENETICS         3.50%     4/15/2011       5.25
DELPHI CORP             6.50%     8/15/2013       1.88
DELPHI CORP             8.25%    10/15/2033       1.10
DEX MEDIA INC           8.00%    11/15/2013      11.00
DEX MEDIA INC           9.00%    11/15/2013      16.75
DEX MEDIA INC           9.00%    11/15/2013      10.50
DEX MEDIA WEST          8.50%     8/15/2010      65.50
DEX MEDIA WEST          9.88%     8/15/2013      14.00
DOWNEY FINANCIAL        6.50%      7/1/2014       5.10
DUNE ENERGY INC        10.50%      6/1/2012      51.00
EDDIE BAUER HLDG        5.25%      4/1/2014      10.00
ENERGY PARTNERS         8.75%      8/1/2010      35.00
EPIX MEDICAL INC        3.00%     6/15/2024      19.13
FAIRPOINT COMMUN       13.13%      4/1/2018      23.50
FIBERTOWER CORP         9.00%    11/15/2012      42.00
FINLAY FINE JWLY        8.38%      6/1/2012       2.00
FIRST DATA CORP         5.63%     11/1/2011      45.75
FLEETWOOD ENTERP       14.00%    12/15/2011      29.00
FLOTEK INDS             5.25%     2/15/2028      27.10
FORD MOTOR CRED         5.00%     8/20/2009      97.88
FORD MOTOR CRED         5.20%     7/20/2009      96.00
FORD MOTOR CRED         5.35%     6/22/2009      99.57
FORD MOTOR CRED         5.40%     6/22/2009      98.25
FORD MOTOR CRED         5.50%     6/22/2009      95.00
FRANKLIN BANK           4.00%      5/1/2027       0.01
FRONTIER AIRLINE        5.00%    12/15/2025       8.00
GENCORP INC             4.00%     1/16/2024      83.38
GENERAL MOTORS          7.13%     7/15/2013      11.17
GENERAL MOTORS          7.40%      9/1/2025       9.75
GENERAL MOTORS          7.70%     4/15/2016      11.25
GENERAL MOTORS          8.10%     6/15/2024      11.95
GENERAL MOTORS          8.25%     7/15/2023      11.25
GENERAL MOTORS          8.38%     7/15/2033      11.88
GENERAL MOTORS          8.80%      3/1/2021      10.50
GENERAL MOTORS          9.40%     7/15/2021      12.15
GENERAL MOTORS          9.45%     11/1/2011      12.50
GENWORTH GLOBAL         6.10%     4/15/2033      15.25
GEORGIA GULF CRP        7.13%    12/15/2013      26.00
GGP LP                  3.98%     4/15/2027      37.25
GMAC LLC                5.25%     7/15/2009      97.00
GMAC LLC                5.25%     7/15/2009      99.79
GMAC LLC                6.30%     7/15/2009      84.50
GMAC LLC                6.60%     7/15/2009      97.50
GMAC LLC                6.65%     7/15/2009      92.76
GMAC LLC                6.80%    12/15/2009      86.00
GMAC LLC                7.20%     8/15/2009      95.00
GOLDMAN SACHS           1.50%     7/22/2009      96.67
HAIGHTS CROSS OP       11.75%     8/15/2011      42.00
HARRY & DAVID OP        9.00%      3/1/2013      37.50
HAWAIIAN TELCOM         9.75%      5/1/2013       3.00
HEADWATERS INC          2.88%      6/1/2016      53.25
HERTZ CORP              9.00%     11/1/2009      89.13
HILTON HOTELS           7.20%    12/15/2009      86.76
HINES NURSERIES        10.25%     10/1/2011      14.00
IDEARC INC              8.00%    11/15/2016       3.00
INN OF THE MOUNT       12.00%    11/15/2010      36.50
INTCOMEX INC           11.75%     1/15/2011      39.50
INTERDENT SVC          10.75%    12/15/2011      52.40
INTL LEASE FIN          3.25%     2/15/2010      65.00
INTL LEASE FIN          4.85%     8/15/2009      94.01
INTL LEASE FIN          4.85%     9/15/2010      67.00
INTL LEASE FIN          5.00%     6/15/2012      43.25
INTL LEASE FIN          7.25%     2/15/2010      78.00
ISTAR FINANCIAL         5.13%      4/1/2011      59.99
ISTAR FINANCIAL         5.13%      4/1/2011      58.38
ISTAR FINANCIAL         5.15%      3/1/2012      50.00
ISTAR FINANCIAL         5.80%     3/15/2011      59.00
JAZZ TECHNOLOGIE        8.00%    12/31/2011      31.00
JEFFERSON SMURFI        7.50%      6/1/2013      32.50
JEFFERSON SMURFI        8.25%     10/1/2012      30.00
KAISER ALUM&CHEM       12.75%      2/1/2003       7.00
KELLWOOD CO             7.63%    10/15/2017      19.13
KELLWOOD CO             7.88%     7/15/2009      90.00
KEMET CORP              2.25%    11/15/2026      39.88
KEMET CORP              2.25%    11/15/2026      40.25
KEYSTONE AUTO OP        9.75%     11/1/2013      31.50
KNIGHT RIDDER           4.63%     11/1/2014      24.25
KNIGHT RIDDER           5.75%      9/1/2017      10.13
KNIGHT RIDDER           7.13%      6/1/2011      34.15
KNIGHT RIDDER           7.15%     11/1/2027      10.02
LAZYDAYS RV            11.75%     5/15/2012       3.03
LEAR CORP               5.75%      8/1/2014      25.00
LEAR CORP               8.50%     12/1/2013      22.00
LEAR CORP               8.75%     12/1/2016      21.83
LEHMAN BROS HLDG        1.50%     3/23/2012      12.50
LEHMAN BROS HLDG        2.00%    10/31/2012      11.46
LEHMAN BROS HLDG        4.25%     1/27/2010      14.05
LEHMAN BROS HLDG        4.38%    11/30/2010      13.00
LEHMAN BROS HLDG        4.50%     7/26/2010      15.38
LEHMAN BROS HLDG        4.50%      8/3/2011       8.50
LEHMAN BROS HLDG        4.80%     2/27/2013       7.00
LEHMAN BROS HLDG        4.80%     3/13/2014      14.00
LEHMAN BROS HLDG        4.80%     6/24/2023       9.13
LEHMAN BROS HLDG        5.00%     1/14/2011      14.38
LEHMAN BROS HLDG        5.00%     2/11/2013       9.63
LEHMAN BROS HLDG        5.00%     3/27/2013       7.75
LEHMAN BROS HLDG        5.00%      8/3/2014       9.00
LEHMAN BROS HLDG        5.00%     5/28/2023       8.13
LEHMAN BROS HLDG        5.00%     5/30/2023      11.01
LEHMAN BROS HLDG        5.00%     6/10/2023       9.63
LEHMAN BROS HLDG        5.00%     6/17/2023       8.00
LEHMAN BROS HLDG        5.10%     1/28/2013       5.50
LEHMAN BROS HLDG        5.10%     2/15/2020       6.93
LEHMAN BROS HLDG        5.15%      2/4/2015       9.50
LEHMAN BROS HLDG        5.20%     5/13/2020       7.75
LEHMAN BROS HLDG        5.25%      2/6/2012      12.50
LEHMAN BROS HLDG        5.25%     1/30/2014       8.75
LEHMAN BROS HLDG        5.25%     2/11/2015       9.55
LEHMAN BROS HLDG        5.25%      3/5/2018       9.63
LEHMAN BROS HLDG        5.25%     9/14/2019       7.00
LEHMAN BROS HLDG        5.25%      3/8/2020      10.00
LEHMAN BROS HLDG        5.25%     5/20/2023       7.38
LEHMAN BROS HLDG        5.35%     2/25/2018       9.00
LEHMAN BROS HLDG        5.35%     3/13/2020      11.00
LEHMAN BROS HLDG        5.35%     6/14/2030       7.70
LEHMAN BROS HLDG        5.38%      5/6/2023       7.75
LEHMAN BROS HLDG        5.40%      3/6/2020       7.00
LEHMAN BROS HLDG        5.40%     3/20/2020       7.50
LEHMAN BROS HLDG        5.40%     3/30/2029       7.25
LEHMAN BROS HLDG        5.40%     6/21/2030       7.50
LEHMAN BROS HLDG        5.45%     3/15/2025      11.00
LEHMAN BROS HLDG        5.45%      4/6/2029       7.50
LEHMAN BROS HLDG        5.45%     2/22/2030       5.00
LEHMAN BROS HLDG        5.45%     7/19/2030       8.26
LEHMAN BROS HLDG        5.45%     9/20/2030       8.50
LEHMAN BROS HLDG        5.50%      4/4/2016      12.00
LEHMAN BROS HLDG        5.50%      2/4/2018       7.75
LEHMAN BROS HLDG        5.50%     2/19/2018       9.50
LEHMAN BROS HLDG        5.50%     11/4/2018       9.00
LEHMAN BROS HLDG        5.50%     2/27/2020       7.75
LEHMAN BROS HLDG        5.50%     8/19/2020       7.25
LEHMAN BROS HLDG        5.50%     3/14/2023       9.00
LEHMAN BROS HLDG        5.50%      4/8/2023       8.50
LEHMAN BROS HLDG        5.50%     4/15/2023       7.67
LEHMAN BROS HLDG        5.50%     4/23/2023       9.63
LEHMAN BROS HLDG        5.50%     10/7/2023       7.92
LEHMAN BROS HLDG        5.50%     1/27/2029       9.00
LEHMAN BROS HLDG        5.50%      2/3/2029       7.50
LEHMAN BROS HLDG        5.55%     2/11/2018       3.95
LEHMAN BROS HLDG        5.55%      3/9/2029       8.26
LEHMAN BROS HLDG        5.55%     1/25/2030       8.50
LEHMAN BROS HLDG        5.55%     9/27/2030      11.00
LEHMAN BROS HLDG        5.55%    12/31/2034      11.01
LEHMAN BROS HLDG        5.60%     1/22/2018       6.93
LEHMAN BROS HLDG        5.60%     2/17/2029       7.55
LEHMAN BROS HLDG        5.60%     2/24/2029      11.00
LEHMAN BROS HLDG        5.60%      3/2/2029       7.75
LEHMAN BROS HLDG        5.60%     2/25/2030       9.00
LEHMAN BROS HLDG        5.60%      5/3/2030       8.50
LEHMAN BROS HLDG        5.63%     1/24/2013      15.05
LEHMAN BROS HLDG        5.63%     3/15/2030       8.03
LEHMAN BROS HLDG        5.65%    11/23/2029       8.06
LEHMAN BROS HLDG        5.65%     8/16/2030      11.00
LEHMAN BROS HLDG        5.65%    12/31/2034      11.01
LEHMAN BROS HLDG        5.70%     1/28/2018       9.00
LEHMAN BROS HLDG        5.70%     2/10/2029       8.51
LEHMAN BROS HLDG        5.70%     4/13/2029       8.50
LEHMAN BROS HLDG        5.70%      9/7/2029       8.50
LEHMAN BROS HLDG        5.70%    12/14/2029       8.50
LEHMAN BROS HLDG        5.75%     4/25/2011      14.75
LEHMAN BROS HLDG        5.75%     7/18/2011      14.75
LEHMAN BROS HLDG        5.75%     5/17/2013      14.10
LEHMAN BROS HLDG        5.75%     3/27/2023       9.10
LEHMAN BROS HLDG        5.75%    10/15/2023       8.50
LEHMAN BROS HLDG        5.75%    10/21/2023       8.00
LEHMAN BROS HLDG        5.75%    11/12/2023       8.00
LEHMAN BROS HLDG        5.75%    11/25/2023       9.00
LEHMAN BROS HLDG        5.75%    12/16/2028       7.00
LEHMAN BROS HLDG        5.75%    12/23/2028      11.01
LEHMAN BROS HLDG        5.75%     8/24/2029       7.95
LEHMAN BROS HLDG        5.75%     9/14/2029       7.75
LEHMAN BROS HLDG        5.75%    10/12/2029       8.51
LEHMAN BROS HLDG        5.75%     3/29/2030       9.63
LEHMAN BROS HLDG        5.80%      9/3/2020       8.50
LEHMAN BROS HLDG        5.80%    10/25/2030       7.75
LEHMAN BROS HLDG        5.85%     11/8/2030       9.00
LEHMAN BROS HLDG        5.88%    11/15/2017      12.50
LEHMAN BROS HLDG        5.90%      5/4/2029       8.50
LEHMAN BROS HLDG        5.90%      2/7/2031       8.50
LEHMAN BROS HLDG        5.95%    12/20/2030       7.50
LEHMAN BROS HLDG        6.00%     7/19/2012      14.00
LEHMAN BROS HLDG        6.00%    12/18/2015       9.63
LEHMAN BROS HLDG        6.00%     1/22/2020       6.81
LEHMAN BROS HLDG        6.00%     2/12/2020       7.00
LEHMAN BROS HLDG        6.00%     1/29/2021      11.50
LEHMAN BROS HLDG        6.00%    10/23/2028       8.50
LEHMAN BROS HLDG        6.00%    11/18/2028       9.75
LEHMAN BROS HLDG        6.00%     5/11/2029       9.75
LEHMAN BROS HLDG        6.00%     7/20/2029      11.01
LEHMAN BROS HLDG        6.00%     3/21/2031       6.25
LEHMAN BROS HLDG        6.00%     4/30/2034       8.50
LEHMAN BROS HLDG        6.00%     7/30/2034       7.75
LEHMAN BROS HLDG        6.00%     2/21/2036      11.01
LEHMAN BROS HLDG        6.00%     2/24/2036       8.50
LEHMAN BROS HLDG        6.00%     2/12/2037       7.75
LEHMAN BROS HLDG        6.05%     6/29/2029       9.63
LEHMAN BROS HLDG        6.10%     8/12/2023       8.51
LEHMAN BROS HLDG        6.15%     4/11/2031       7.00
LEHMAN BROS HLDG        6.20%     9/26/2014      14.75
LEHMAN BROS HLDG        6.20%     6/15/2027      11.50
LEHMAN BROS HLDG        6.20%     5/25/2029       8.25
LEHMAN BROS HLDG        6.25%      2/5/2021       8.00
LEHMAN BROS HLDG        6.25%     2/22/2023       8.25
LEHMAN BROS HLDG        6.40%    10/11/2022       7.03
LEHMAN BROS HLDG        6.40%    12/19/2036      12.50
LEHMAN BROS HLDG        6.50%     2/28/2023      11.01
LEHMAN BROS HLDG        6.50%      3/6/2023       9.75
LEHMAN BROS HLDG        6.50%    10/18/2027       8.75
LEHMAN BROS HLDG        6.50%    10/25/2027       7.00
LEHMAN BROS HLDG        6.50%    11/15/2032       7.35
LEHMAN BROS HLDG        6.50%     1/17/2033       6.44
LEHMAN BROS HLDG        6.50%    12/22/2036       9.75
LEHMAN BROS HLDG        6.50%     6/21/2037       7.75
LEHMAN BROS HLDG        6.50%     7/13/2037       9.63
LEHMAN BROS HLDG        6.60%     10/3/2022       6.11
LEHMAN BROS HLDG        6.63%     1/18/2012      14.38
LEHMAN BROS HLDG        6.63%     7/27/2027       9.00
LEHMAN BROS HLDG        6.75%      7/1/2022       7.77
LEHMAN BROS HLDG        6.75%     3/11/2033      10.50
LEHMAN BROS HLDG        6.75%    10/26/2037      11.50
LEHMAN BROS HLDG        6.80%      9/7/2032      11.01
LEHMAN BROS HLDG        6.85%     8/16/2032       7.75
LEHMAN BROS HLDG        6.88%      5/2/2018      15.88
LEHMAN BROS HLDG        6.88%     7/17/2037       0.02
LEHMAN BROS HLDG        6.90%      9/1/2032       9.63
LEHMAN BROS HLDG        7.00%     4/16/2019       8.00
LEHMAN BROS HLDG        7.00%     5/12/2023       7.09
LEHMAN BROS HLDG        7.00%     9/27/2027      15.63
LEHMAN BROS HLDG        7.00%     10/4/2032      11.50
LEHMAN BROS HLDG        7.00%     7/27/2037      11.50
LEHMAN BROS HLDG        7.00%     9/28/2037      11.50
LEHMAN BROS HLDG        7.00%    11/16/2037       9.63
LEHMAN BROS HLDG        7.00%    12/28/2037       7.00
LEHMAN BROS HLDG        7.00%     1/31/2038      11.50
LEHMAN BROS HLDG        7.00%      2/1/2038       9.00
LEHMAN BROS HLDG        7.00%      2/7/2038       9.00
LEHMAN BROS HLDG        7.00%      2/8/2038       6.02
LEHMAN BROS HLDG        7.10%     3/25/2038       9.00
LEHMAN BROS HLDG        7.25%     4/29/2038       9.00
LEHMAN BROS HLDG        7.35%      5/6/2038       9.75
LEHMAN BROS HLDG        7.88%     8/15/2010      15.00
LEHMAN BROS HLDG        8.00%      3/5/2022       7.75
LEHMAN BROS HLDG        8.50%      8/1/2015      14.50
LEHMAN BROS HLDG        8.80%      3/1/2015       8.88
LEHMAN BROS HLDG        8.92%     2/16/2017      11.50
LEHMAN BROS HLDG        9.50%    12/28/2022       8.52
LEHMAN BROS HLDG        9.50%     1/30/2023       8.55
LEHMAN BROS HLDG        9.50%     2/27/2023       8.52
LEHMAN BROS HLDG       10.00%     3/13/2023      12.25
LEHMAN BROS HLDG       10.38%     5/24/2024       7.50
LEHMAN BROS HLDG       11.00%    10/25/2017      10.75
LEHMAN BROS HLDG       11.00%     6/22/2022       7.50
LEHMAN BROS HLDG       11.00%     7/18/2022      10.50
LOCAL INSIGHT          11.00%     12/1/2017      24.50
LTX-CREDENCE            3.50%     5/15/2011      25.00
MAJESTIC STAR           9.50%    10/15/2010      60.25
MAJESTIC STAR           9.75%     1/15/2011       9.00
MERCER INTL INC         9.25%     2/15/2013      41.00
MERISANT CO             9.50%     7/15/2013       5.00
MERRILL LYNCH           0.00%      3/9/2011      89.00
METALDYNE CORP         11.00%     6/15/2012      10.00
MILLENNIUM AMER         7.63%    11/15/2026       7.00
MOMENTIVE PERFOR       11.50%     12/1/2016      28.25
MOMENTIVE PERFOR       11.50%     12/1/2016      28.25
NEENAH FOUNDRY          9.50%      1/1/2017      21.50
NEFF CORP              10.00%      6/1/2015      22.00
NETWORK COMMUNIC       10.75%     12/1/2013      20.50
NEW PLAN EXCEL          4.50%      2/1/2011      55.38
NEW PLAN EXCEL          7.40%     9/15/2009      85.50
NEW PLAN EXCEL          7.50%     7/30/2029      19.25
NEW PLAN REALTY         6.90%     2/15/2028      18.00
NEW PLAN REALTY         7.65%     11/2/2026      11.00
NEW PLAN REALTY         7.97%     8/14/2026      13.35
NEWARK GROUP INC        9.75%     3/15/2014       1.94
NEWPAGE CORP           12.00%      5/1/2013      33.00
NEXSTAR BROADC          7.00%     1/15/2014      38.00
NORTEK INC              8.50%      9/1/2014      28.25
NORTH ATL TRADNG        9.25%      3/1/2012      29.00
NTK HOLDINGS INC        0.00%      3/1/2014       8.50
OUTBOARD MARINE         9.13%     4/15/2017       3.50
PALM HARBOR             3.25%     5/15/2024      33.25
PARK PLACE ENT          7.50%      9/1/2009      71.31
PENHALL INTL           12.00%      8/1/2014      36.13
PLY GEM INDS            9.00%     2/15/2012      18.00
POPE & TALBOT           8.38%      6/1/2013       1.00
PRIMUS TELECOM          8.00%     1/15/2014      11.63
PRIMUS TELECOMM        14.25%     5/20/2011      62.38
QUALITY DISTRIBU        9.00%    11/15/2010      45.00
RADIO ONE INC           6.38%     2/15/2013      18.00
RADIO ONE INC           8.88%      7/1/2011      38.00
RAFAELLA APPAREL       11.25%     6/15/2011      19.00
RAIT FINANCIAL          6.88%     4/15/2027      28.87
RATHGIBSON INC         11.25%     2/15/2014      35.25
READER'S DIGEST         9.00%     2/15/2017       4.25
REAL MEX RESTAUR       10.00%      4/1/2010      78.00
REALOGY CORP           12.38%     4/15/2015      29.00
REALOGY CORP           12.38%     4/15/2015      31.25
REEBOK INTL LTD         2.00%      5/1/2024      84.13
RESIDENTIAL CAP         8.00%     2/22/2011      74.00
RESIDENTIAL CAP         8.38%     6/30/2010      74.50
RH DONNELLEY            6.88%     1/15/2013       3.00
RH DONNELLEY            6.88%     1/15/2013       5.00
RH DONNELLEY            6.88%     1/15/2013       4.88
RH DONNELLEY            8.88%     1/15/2016       4.44
RH DONNELLEY            8.88%    10/15/2017       4.44
RITE AID CORP           8.13%      5/1/2010      74.00
RJ TOWER CORP          12.00%      6/1/2013       1.38
ROTECH HEALTHCA         9.50%      4/1/2012      19.00
SALEM COMM HLDG         7.75%    12/15/2010      50.10
SHERIDAN GROUP         10.25%     8/15/2011      60.00
SILVERLEAF RES          8.00%      4/1/2010      73.50
SINCLAIR BROAD          6.00%     9/15/2012      39.00
SIX FLAGS INC           4.50%     5/15/2015      11.50
SIX FLAGS INC           9.63%      6/1/2014      11.25
SIX FLAGS INC           9.75%     4/15/2013       9.00
SPACEHAB INC            5.50%    10/15/2010      45.00
SPHERIS INC            11.00%    12/15/2012      38.00
STANDARD MTR            6.75%     7/15/2009      91.50
STANLEY-MARTIN          9.75%     8/15/2015      25.75
STATION CASINOS         6.00%      4/1/2012      35.00
STATION CASINOS         6.50%      2/1/2014       3.50
STATION CASINOS         6.63%     3/15/2018       2.00
STONE CONTAINER         8.38%      7/1/2012      32.75
TEKNI-PLEX INC         12.75%     6/15/2010      75.00
TEXAS UTILITIES         7.46%      1/1/2015      31.02
THORNBURG MTG           8.00%     5/15/2013       0.50
TIMES MIRROR CO         6.61%     9/15/2027       2.88
TIMES MIRROR CO         7.25%      3/1/2013       4.11
TIMES MIRROR CO         7.25%    11/15/2096       4.25
TIMES MIRROR CO         7.50%      7/1/2023       4.25
TOUSA INC               9.00%      7/1/2010       6.25
TRANS-LUX CORP          8.25%      3/1/2012      30.00
TRIBUNE CO              4.88%     8/15/2010       6.40
TRIBUNE CO              5.25%     8/15/2015       5.00
TRIBUNE CO              5.67%     12/8/2008       4.40
TRONOX WORLDWIDE        9.50%     12/1/2012      16.50
TRUE TEMPER             8.38%     9/15/2011       1.25
TRUMP ENTERTNMNT        8.50%      6/1/2015      12.00
UAL CORP                4.50%     6/30/2021      39.21
UAL CORP                5.00%      2/1/2021      46.50
USFREIGHTWAYS           8.50%     4/15/2010      44.50
VERASUN ENERGY          9.38%      6/1/2017      10.63
VERENIUM CORP           5.50%      4/1/2027      22.50
VERSO PAPER            11.38%      8/1/2016      33.00
VICORP RESTAURNT       10.50%     4/15/2011       0.13
VION PHARM INC          7.75%     2/15/2012      34.50
VISTEON CORP            7.00%     3/10/2014       6.75
VITESSE SEMICOND        1.50%     10/1/2024      59.00
WASH MUT BANK NV        5.50%     1/15/2013       0.50
WASH MUT BANK NV        5.55%     6/16/2010      17.50
WASH MUTUAL INC         8.25%      4/1/2010      63.76
WCI COMMUNITIES         4.00%      8/5/2023       1.56
WCI COMMUNITIES         7.88%     10/1/2013       1.15
WCI COMMUNITIES         9.13%      5/1/2012       1.06
WII COMPONENTS         10.00%     2/15/2012      46.00
WILLIAM LYON            7.63%    12/15/2012      34.00
WILLIAM LYONS           7.50%     2/15/2014      31.00
WILLIAM LYONS           7.63%    12/15/2012      35.00
WILLIAM LYONS          10.75%      4/1/2013      30.00
WISE METALS GRP        10.25%     5/15/2012      42.00


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***