TCR_Public/090623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 23, 2009, Vol. 13, No. 172

                            Headlines

1226 ALKI: Voluntary Chapter 11 Case Summary
222 SOUTH CALDWELL: Proceeds From Foreclosure Action to Go to BB
36 ACRES: Case Summary & 7 Largest Unsecured Creditors
ABSPOKE 2005: S&P Downgrades Ratings on 2005-IC Notes to 'D'
ACCESS PHARMACEUTICALS: Reduces Nowotnik, Thompson Salaries

AFFINITY GROUP: S&P Downgrades Corporate Credit Rating to 'SD'
ALLIS-CHALMERS: Extends Expiration of Tender Offers for Sr. Notes
AMACORE GROUP: US Health Deal Revised; Purchase Price Cut to $4MM
AMERICAN COMMUNITY: Files Schedules of Assets and Liabilities
AMERITEX TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors

ANCHOR BLUE: Closing 46 Underperforming Stores
ANEKONA W: U.S. Trustee Schedules Meeting of Creditors for July 6
APPLIANCES RECOVERY: Case Summary & 12 Largest Unsecured Creditors
ANTHRACITE CAPITAL: Gets 30-Day Waiver From BlackRock Holdco
AVONDALE GATEWAY: 6 Largest Unsecured Creditors

AVONDALE GATEWAY: Proposes Polsinelli Shughart as Counsel
BAUSCH & LOMB: S&P Affirms Corporate Credit Rating at 'B+'
BEARINGPOINT INC: Delays Cash Use Motion After Objection
BEARINGPOINT INC: Wants Plan Filing Period Extended to October 16
BERNARD KOSAR: Files for Chapter 11 Bankruptcy Protection

BERNARD KOSAR: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: SEC Charges Madoff Solicitors, Feeder With Fraud
BERNARD MADOFF: Trustee Sues Cohmad to Avoid $100MM in Deals
BRIGETTE MILLER LEVY: Case Summary & 5 Largest Unsecured Creditors
BRITANNIA BULK: Holdings Seeks Chapter 15 Creditor Protection

BROOKE CORP: Ch 11 Trustee Seeks to Block Founder's Bankruptcy
CAJUN FUNDING: Church's Chicken Sale Won't Move Moody's B2 Rating
CANADIAN SUPERIOR: Agrees to Business Combination With Challenger
CAPITAL CORP: U.S. Trustee Appoints 3 Members to Creditors Panel
CARAUSTAR INDUSTRIES: Court OKs Deloitte as Auditor and Consultant

CARAUSTAR INDUSTRIES: King & Spalding Approved as Counsel
CARLOS PEREZ: Case Summary & 17 Largest Unsecured Creditors
CATHERINE QUAIL: Voluntary Chapter 11 Case Summary
CHALLENGER ENERGY: Agrees to Merger With Canadian Superior
CHENIERE ENERGY: Registers $38.3MM Shares Under Incentive Plan

CHINA DIGITAL: Goodbye Kabani, Hello Goldman Parks
CHRISTOPHER BELL: Case Summary & 18 Largest Unsecured Creditors
CJH DEVELOPMENT: Case Summary & Largest Unsecured Creditor
COMPLICATED LLC: Voluntary Chapter 11 Case Summary
CONGOLEUM CORPORATION: Amends Business Relations Deal with ABI

CONSECO INC: Risk-Based Capital Ratio Benefits Under NAIC Action
COYOTES HOCKEY: Geographic Restriction in Contract Upheld
CRITICAL ACCESS: Files for Chapter 11 Bankruptcy Protection
CRYSTAL GARDEN: Seeks to Employ Wright Ginsberg as Counsel
DAN RIVER: PBGC Assumes Underfunded Pension Plans

E*TRADE FINANCIAL: Offers Zero Coupon Bonds for High-Yield Notes
E*TRADE FINANCIAL: S&P Cuts Counterparty Credit Rating to 'CC'
EASTBROOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
EDDIE BAUER: Receives Notice of Delisting From Nasdaq
EDJ LLC: Case Summary & 5 Largest Unsecured Creditors

EDRA BLIXSETH: Has Until June 29 to Decide on Assets
EMIGRANT BANCORP: Fitch Downgrades Issuer Default Ratings to 'B-'
ENVISION HOSPITALS: Failed Hospital Investment Led to Ch 7 Filing
EXACT SCIENCES: Inks License Agreement with MAYO Foundation
EXACT SCIENCES: Sells Shares to Investors; Raises $8.2MM

EXTENDED STAY: Creditors Panel Taps Hahn & Hessen as Counsel
EXTENDED STAY: Judge Peck to Hold Initial Case Conference July 13
EXTENDED STAY: $4.1BB in CMBS to Complicate Bankruptcy Case
EXTENDED STAY: Gets Interim Approval to Use Cash Collateral
EXTENDED STAY: Gets Interim Approval to Reimburse HVM

FINLAY ENTERPRISES: In Default Under GECC Revolving Loan
FIRSTFED FINANCIAL: Offers 20 Cents on the Dollar for Debentures
FIRSTGOLD CORP: Working With Advisors to Restructure Company
FLYING J: Magellan Selected as Lead Bidder of Longhorn Partners
FORD MOTOR: Denies Reaching Tentative Deal With Geely for Volvo

FRAMINGHAM ACQUISITIONS: Files for Chapter 11, Dodges Foreclosure
FRONTIER AIRLINES: Files Plan; to Become Subsidiary of Republic
GBF ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
GEORGE LIGON DUNN: Case Summary & 13 Largest Unsecured Creditors
HANGER ORTHOPEDIC: S&P Lifts Ratings to 'B+'; Gives Stable Outlook
HARTWICK COLLEGE: Moody's Keeps 'Ba1' Rating on Outstanding Bonds

HATTIE SCHERBACK: Seeks to Employ Michael Mitchell as Counsel
HAWAII SUPERFERRY: Seeks Pepper Hamilton as Counsel
HAWAII SUPERFERRY: State of Hawaii Seeks Transfer of Venue
HAWAII SUPERFERRY: Taps Blank Rome & Goodsill as Special Counsels
HAWAIIAN TELCOM: Kirkland Bills $2.5MM for Dec.-to-March Work

HAYES LEMMERZ: Incurs $58.5-Mil. Net Loss for Qrtr Ended April 30
HENRY DUNAY: Files Bare-Bones Chapter 11 Petition
HERBST GAMING: Files Joint Plan of Reorganization in Nevada
HOVNANIAN ENTERPRISES: Unit Commences Cash Tender Offers
INDALEX HOLDINGS: Committee Objects to Bonus Plan for Management

INNOVATIVE COS: Can Use Citibank Cash Collateral Until June 30
INNOVATIVE COS: Files Schedules of Assets and Liabilities
INTERMET CORP: Plan Set for July 14 Confirmation Hearing
ISOLAGEN INC: Agrees to Restructuring Plan with Stakeholders
ISOLAGEN INC: NYSE Amex to Delist Stock Effective June 29

JOHN DIXON: Case Summary & 15 Largest Unsecured Creditors
JOSEPH ALFARO: Case Summary & 20 Largest Unsecured Creditors
KHAN GUL: Case Summary & 5 Largest Unsecured Creditors
KV PHARMACEUTICAL: Form 10-K Filing Delay Prompts NYSE Monitoring
LAND RESOURCE: Wants Case Converted to Chapter 7 Liquidation

LARGE CARTAGE: Case Summary & 20 Largest Unsecured Creditors
MAHALO ENERGY: Court Denies Secured Lenders-Led Sale Process
MANTUA LAND: Case Summary & Largest Unsecured Creditor
MATRIX DEVELOPMENT: Court Declines to OK Disclosure Statement
METROMEDIA INT'L: Files $140MM Malpractice Suit Against Paul Weiss

MICHAEL PYLMAN: Filed Ch. 11 to Stop Sale of Cow Herd
MICHAEL VICK: Court Rejects Plan; Loses Peter Ginsberg as Counsel
MSB ENERGY: Seeks to Employ Landauer and Ungerman as Counsel
MERISANT WORLDWIDE: Wants to Implement Employee Severance Plan
MOTOR COACH: Challenges Committee Professionals' Fees

MOTOR COACH: Creditors Panel Supports HSBC's $237,589 Admin. Fees
MUELLER WATER: S&P Affirms Corporate Credit Rating at 'B'
NORTHFIELD LABORATORIES: Proposes Baker & McKenzie as Counsel
NORTHFIELD LABORATORIES: Winding Down; to Sell De Minimis Assets
NOVEMBER 2005: Wants Snell & Wilmer to Assist in Land Use Matters

OXFORD SQUARE HOLDINGS: Voluntary Chapter 11 Case Summary
PACIFIC CAPITAL: Defers Interest Payments on Trust Preferreds
PACIFIC ENERGY: Union Oil Sues to Pursue Rights to Oil Fields
PACIFIC ENERGY: Gets Final OK to Obtain DIP Facility from Lenders
PALM VILLAGE: Seeks to Employ GSGH as Bankruptcy Counsel

PARKSIDE VILLAGE: Files for Chapter 11 Bankruptcy Protection
PATHEON INC: S&P Gives Stable Outlook; Affirms 'B+' Corp. Rating
PAUL MOLLER: Files for Chapter 11 Bankruptcy Protection
PDC LOVELESS: Case Summary & 19 Largest Unsecured Creditors
PDCC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors

PENINSULA CLEAR: Section 341(a) Meeting Scheduled for July 14
PENTON BUSINESS: Weak Performance Cues S&P to Junk Corp. Rating
POMARE LTD: Files Plan to Stop Sale to Maui Divers
PRELUDE INVESTMENT: Voluntary Chapter 11 Case Summary
PRIME CAROLINA: Case Summary & 20 Largest Unsecured Creditors

PROPEX INC: Files New Version of Liquidating Plan
PROPEX INC: Treatment of Claims Under Liquidation Plan
PROPEX INC: Seeks Approval of Disclosure Statement
PROPEX INC: Seeks to Set July 31 as Admin. Claims Bar Date
PROPEX INC: Changes Name to Fabrics Estate Following Xerxes Sale

PROSPECT HOMES: Proposes as DurretteBradshaw Counsel
PROSPECT HOMES: Proposes to Sell Richmond Property for $364,000
PROTEIN SCIENCES: Sent to Chapter 7 Bankruptcy by Creditors
PROVIDENT ROYALTIES: Files for Chapter 11 in Dallas
PUB PROPERTIES: Voluntary Chapter 11 Case Summary

PUNTO VERDE: S&P Affirms 'BB' Rating on $40 Mil. Taw-Exempt Notes
QUEBECOR WORLD: Plan Confirmation Hearing on June 30
QUEBECOR WORLD: SocGen (Canada), et al., Object to Plan
QUEBECOR WORLD: Seeks Continuance of MICP Until 2009
QUEST RESOURCE: Going Concern Doubt Raised; Warns of Bankruptcy

QVC INC: Moody's Assigns Corporate Family Rating at 'Ba2'
R3 FOOD: Sale Hearing on June 29 & Claims Due by Sept. 30
RAP VENTURES: Case Summary & 6 Largest Unsecured Creditors
REAL MEX: Moody's Assigns 'B3' Rating on Senior Secured Notes
ROBERT ORR: Albert Reidere Seeks to Block Bankruptcy Protection

SEARS CANADA: Moody's Downgrades Senior Unsecured Notes to 'Ba1'
SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B'
SILVER CLUB: Case Summary & 20 Largest Unsecured Creditors
SINCLAIR BROADCAST: S&P Downgrades Corporate Credit Rating to 'B+'
SIRVA INC: To Settle Multidistrict Litigation for $3 Million

SOLO CUP: Moody's Assigns 'Ba2' Rating on New Asset-Based Revolver
SONORAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: Seeks to Reject Contract with Market Street
SPANSION INC: Seeks Approval of UBS Bank USA Settlement
SPANSION INC: Samsung Wants Stay Lifted for Suit to Continue

SPANSION INC: Mathers Requests for Equity Holders Committee
SPARTON CORPORATION: National City Note Extended to August 15
STANDARD MOTOR: S&P Withdraws 'CC' Corporate Credit Rating
STAR TRIBUNE: Plan Offers Up to 36% Recovery for 1st Lien Lenders
STILA CORP: Creditors File Involuntary Ch 7 Petition Against Co.

TELEPLUS WORLD: Court Appoints Interim Receiver for Operating Arms
TOUSA INC.: Tax Refund Pledged to Lender Subject to Attack
TRIBUNE CO: Seeks to Employ Ernst & Young for Valuation Services
TRIBUNE CO: Seeks Nov. 3 Extension of Deadline to Remove Actions
TRIBUNE CO: Seeks to Assume 225 Unexpired Leases

TRIBUNE CO: In Negotiations With Bank Lenders on Ch. 11 Plan
TRIBUNE CO: Revised Schedules Of Assets And Liabilities
TXP CORPORATION: Voluntary Chapter 11 Case Summary
VIRGIN MOBILE: Registers $18,950,000 Shares Under Incentive Plan
VISANT HOLDING: S&P Raises Corporate Credit Rating to 'BB-'

WADE INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
WCI COMMUNITIES: Court Approves $14.6MM Sale of Regent Bal Harbour
WEDGE ENERGY: To File Financial Reports by Month's End
WHALEY PARTNERS: Case Summary & 20 Largest Unsecured Creditors
WILLIAM THIELE: Case Summary & 20 Largest Unsecured Creditors

YOUNG BROADCASTING: Bid Deadline Extended to July 10
YPG HOLDINGS: S&P Assigns 'BB+' Rating on Subordinated Debt

* 151 Sidley Lawyers Recognized in Chambers USA
* Tom Behnke Joins Alvarez & Marsal as Senior Director

* Automobile Dealers, Nursing Homes, Hotels Prone to Bankruptcy
* Year-Ended-May 2009 Consumer Price Index Decline Most in 60 Yrs

* Large Companies With Insolvent Balance Sheets

                            *********

1226 ALKI: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1226 Alki Avenue SW, LLC
        2621 Eastlake Ave. East
        Seattle, WA 98102

Bankruptcy Case No.: 09-16026

Chapter 11 Petition Date: June 19, 2009

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by John Downing.


222 SOUTH CALDWELL: Proceeds From Foreclosure Action to Go to BB
----------------------------------------------------------------
Susan Stabley at Charlotte Business Journal reports that the Hon.
J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina has ruled that proceeds from the
foreclosure auction of 222 South Caldwell Street Limited
Partnership's The Park will be credited to BB Syndication Services
Inc., the lender that foreclosed on the property.

Business Journal states that BB Syndication bought the building
for $14.2 million in a public auction in December 2008.  According
to Business Journal, Judge Whitley ruled that BB Syndication held
the primary lien on the property, ahead of dozens of unpaid
contractors and contract holders who lost their deposits, leaving
no funds to be paid to the other claimants from the property sale.

BB Syndication, says Business Journal, will auction off The Park
on July 22.  Court documents say that BB Syndication has a
$16 million claim against Pete Verna, 222 South Caldwell's owner
who also filed for Chapter 7 personal bankruptcy.

According to Business Journal, a meeting of creditors is scheduled
for July 1 at 11:00 a.m.

222 South Caldwell Street Limited Partnership is a North Carolina
limited partnership.  C.P. Buckner Steel Erection Inc., Southern
Steel Co., and Gary Williams jointly filed a petition in U.S.
Bankruptcy Court to put 222 South Caldwell under Chapter 7
liquidation, claiming a total of $1.85 million against the Debtor.


36 ACRES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 36 Acres At Santa Rita, LLC
        4423 N. Osage Dr.
        Tucson, AZ 85718

Bankruptcy Case No.: 09-13918

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Corona De Tucson Development Group, LLC            09-13920

Chapter 11 Petition Date: June 19, 2009

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

Judge: Eileen W. Hollowell

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

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

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

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

      http://bankrupt.com/misc/azb09-13918.pdf

The petition was signed by James F. Simpson, member and manager of
the Company.


ABSPOKE 2005: S&P Downgrades Ratings on 2005-IC Notes to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
fixed-rate notes issued by ABSpoke 2005-IC Ltd. to 'D' from
'CCC-'.

The lowered rating follows a number of recent write-downs of the
underlying reference entities, which have caused the notes to
incur a partial principal loss.


ACCESS PHARMACEUTICALS: Reduces Nowotnik, Thompson Salaries
-----------------------------------------------------------
Access Pharmaceuticals, Inc., entered into a transition services
agreement with Dr. David Nowotnik, Senior Vice President, Research
and Development, pursuant to which Access and Dr. Nowotnik agreed
to a salary reduction to $10,000 per month in exchange for an
additional grant of options to purchase 75,000 shares of the
Company's common stock at an exercise price equal to the fair
market value of the shares on the grant date which vest ratably
over a six-month term.

As a result of entering into the Transition Services Agreement,
Dr. Nowotnik remains an executive of Access but the Employment
Agreement, dated as of November 16, 1998 which was previously
entered into between Access and Dr. Nowotnik is no longer in
effect.  This constitutes a step in Access' ongoing efforts to
conserve its cash resource while continuing to work toward
executing its business strategy.

Access also entered into a transition services agreement with
Stephen Thompson, Chief Financial Officer, pursuant to which
Access and Mr. Thompson agreed to a salary reduction to $7,500 per
month in exchange for an additional grant of options to purchase
75,000 shares of the Company's common stock at an exercise price
equal to the fair market value of the shares on the grant date
which vest ratably over a six-month term.

As a result of entering into the Transition Services Agreement,
Mr. Thompson remains an executive of Access but the Employment
Agreement, dated as of June 24, 2005, which was previously entered
into between Access and Mr. Thompson is no longer in effect.  This
constitutes a step in Access' ongoing efforts to conserve its cash
resource while continuing to work toward executing its business
strategy.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

                       Going Concern Doubt

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31, 2007
and 2006.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flows from operating
activities and an accumulated deficit.


AFFINITY GROUP: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ventura, California-based direct marketing company
Affinity Group Holding Inc. and its operating subsidiary, Affinity
Group Inc. to 'SD' from 'CCC'.

In addition, S&P lowered the issue-level rating on the operating
company's 9% senior subordinated notes to 'D' from 'CCC'.  The
recovery rating on this debt remains unchanged at '5', indicating
S&P's expectation of modest (10% to 30%) recovery for noteholders
in the event of a payment default.

Other outstanding ratings on Affinity Group's debt remain
unchanged.  The company had $412.6 million of debt outstanding as
of March 31, 2009.

The ratings downgrade follows the company's recent announcement on
June 5, 2009 that it obtained a $9.7 million second-lien loan
(unrated) and used the proceeds to purchase $14.6 million
principal amount of its 9% senior subordinated notes due 2012.
"We have deemed the transaction as distressed and, thus,
tantamount to a default as per our criteria," noted Standard &
Poor's credit analyst Tulip Lim.  "We have taken this view because
bondholders will be receiving less than par value for the notes
and because of the company's highly leveraged financial profile,
weak operating outlook, and limited liquidity given the near-term
maturity of its senior credit facility."

Affinity Group amended its credit agreement to revise the
financial covenants and extend the maturity of its credit
facilities, which were set to expire on June 24, 2009 to March 31,
2010.  Although the company was successful in extending its
maturities for the secured credit facilities, S&P believes that
near-term refinancing risk still exists.

Affinity Group is a direct marketer and retailer targeting North
American RV owners and outdoor enthusiasts.  The retail segment
has been unprofitable over the past few quarters and continues to
be a drag on the company's overall profitability.  The company has
experienced deterioration in profitability over the past several
quarters from weakening consumer discretionary spending,
especially for big-ticket items and lower advertising spending.

For the 12 months ended March 31, 2009, lease-adjusted debt to
EBITDA was high, at 8.0x, elevated from 7.7x at fiscal year-end
2008.  The company has reduced debt subsequent to the quarter as
part of the conditions of the amended credit agreement.  EBITDA
coverage of interest was 1.6x for the same period.  Interest
coverage is likely to be pressured by further EBITDA declines and
higher interest expense as a result of the June 5, 2009 amendment
to the credit agreement.  A s a result of the amendment, the
borrowing rate was increased to prime rate plus 7.0%, or LIBOR
plus 8%, with a LIBOR floor of 2.75%.


ALLIS-CHALMERS: Extends Expiration of Tender Offers for Sr. Notes
-----------------------------------------------------------------
Allis-Chalmers Energy Inc., extended the expiration date for each
of its tender offers to purchase limited amounts of its 9.0%
Senior Notes due 2014 (CUSIP Number 019645 AC 4) and its 8.5%
Senior Notes due 2017 (CUSIP Number 019645 AE 0).  The Expiration
Date of each of the tender offers, as so extended, will be 5:00
p.m., Eastern Time, on Friday, June 26, 2009, in each case, unless
the tender offer is terminated earlier or its Expiration Date is
extended further.

Pursuant to its Offer to Purchase dated May 20, 2009, as amended,
Allis-Chalmers is conducting tender offers to purchase up to a
maximum acceptance amount of $75,000,000 of the 9.0% Notes and up
to a maximum acceptance amount of $50,000,000 of the 8.5% Notes,
in each case at a purchase price determined in accordance with the
procedures of a modified "Dutch Auction."

Furthermore, Allis-Chalmers is extending the Early Participation
Date applicable to each of the tender offers from 5:00 p.m.,
Eastern Time, on June 18, 2009, to 5:00 p.m., Eastern Time, on
June 26, 2009.  Consequently, holders who tender their Notes of
either series prior to such extended time, and have their Notes
accepted by Allis-Chalmers for purchase, will be entitled to the
Total Consideration for such Notes, which will include the Early
Participation Payment of $20.00 per $1,000 principal amount of
Notes accepted for purchase.

The Withdrawal Date applicable to each of the tender offers was
and will continue to be 9:00 a.m., Eastern Time, on Wednesday,
June 3, 2009.  Consequently, holders who tendered and did not
withdraw Notes prior to that time are not entitled to withdraw
such Notes, and similarly, holders of Notes tendered after the
Withdrawal Date, but on or prior to the Expiration Date, may not
withdraw their tendered Notes.

As of 5:00 p.m., Eastern Time on June 19, 2009, Allis-Chalmers had
received valid tenders of $30,562,000 aggregate principal amount
of the 9.0% Notes, and $44,200,000 aggregate principal amount of
the 8.5% Notes.  This represents approximately 11.99% and 17.68%
of the outstanding principal amount of the 9.0% Notes and the 8.5%
Notes, respectively.

The tender offers are conditioned upon the satisfaction or waiver
of certain conditions, including Allis-Chalmers' receipt of the
funds necessary to complete the tender offers from its previously
announced rights offering and convertible preferred stock sale,
which are each subject to certain terms and conditions.  Subject
to applicable law, Allis-Chalmers may terminate the tender offers
at any time before the Expiration Date in its sole discretion.

Allis-Chalmers has retained RBC Capital Markets Corporation to act
as the dealer manager for the tender offers.  Global Bondholder
Services Corporation is the information agent and depositary for
the tender offers.  Questions regarding the tender offers should
be directed to Mario Lewis at RBC Capital Markets Corporation at
(212) 618-2204.  Requests for documentation should be directed to
Global Bondholder Services Corporation by calling toll-free (866)
794-2200 or (212) 430-3774 (for banks and brokers).

                       About Allis-Chalmers

Allis-Chalmers Energy Inc. is a Houston-based multi-faceted
oilfield services company.  Allis-Chalmers provides services and
equipment to oil and natural gas exploration and production
companies, domestically primarily in Texas, Louisiana, New Mexico,
Oklahoma, Arkansas, offshore in the Gulf of Mexico, and
internationally, primarily in Argentina, Brazil and Mexico.
Allis-Chalmers provides directional drilling services, casing and
tubing services, underbalanced drilling, production and workover
services with coiled tubing units, rental of drill pipe and blow-
out prevention equipment, and international drilling and workover
services.

                           *     *     *

As reported by the Troubled Company Reporter on June 2, 2009,
Moody's Investors Service downgraded Allis-Chalmers Energy's
Corporate Family Rating to B3 from B2, its Probability of Default
Rating to B3 from B2, and its senior unsecured note ratings to
Caa1 (LGD 4, 61%) from B3 (LGD 4, 61%).  The ratings remain on
review for further possible downgrade.  The downgrade reflects
weaker than expected earnings as a result of deepening sector
weakness in North America, which even with lower debt levels, is
expected to result in financial leverage levels that are
incompatible with the prior B2 Corporate Family Rating.  The
ratings remain under review for downgrade reflecting the company's
announcement that it is commencing a cash tender offer on its
$255 million 9% senior notes due 2014 and $250 million 8.5% senior
notes due 2017.

The TCr said May 26, 2009, that Standard & Poor's Ratings Services
said that it lowered its long-term corporate credit rating on
Allis-Chalmers Energy to 'CC' from 'B'.  At the same time, S&P
lowered the ratings on Allis' senior notes to 'CC' from 'B'.  S&P
also placed the ratings on CreditWatch with negative implications.


AMACORE GROUP: US Health Deal Revised; Purchase Price Cut to $4MM
-----------------------------------------------------------------
The Amacore Group, Inc., entered into a Stock Purchase Agreement
on March 31, 2008, which was subsequently amended on April 3,
2008, with US Health Benefits Group, Inc., US Healthcare Plans,
Inc., On the Phone, Inc. -- Acquired Entities -- and the sole
stockholder of each of the Acquired Entities.  Pursuant to the
Agreement, the Company purchased of all of the outstanding capital
stock of each of the Acquired Entities, effective April 1, 2008.

On June 10, 2009, the Company, US Health, US Healthcare, OTP and
the Stockholder entered an Amendment to Stock Purchase Agreement.
Pursuant to the Amendment, the value of the Acquired Entities has
been reduced from $14,300,000 to $4,331,663.75.  The Amended
Purchase Price will be payable as:

   -- As of the Amendment Closing, the Company has paid the
      Stockholder the aggregate sum of $2,191,663.75, which amount
      will be deemed a reduction in the Amended Purchase Price;

   -- Upon the Amendment Closing, the Company paid the Stockholder
      $737,500.00;

   -- Upon the Amendment Closing, the Company issued an aggregate
      of 1,800,000 shares of the Company's Class A common stock,
      which for purposes of the Amendment were valued at $0.05 per
      share or $90,000.  This amount will also be treated as a
      reduction to the Amended Purchase Price; and

   -- Upon the Amendment Closing, the Company issued a Promissory
      Note to the Stockholder in the principal amount of
      $1,312,500.00 with an interest rate of 3.25% per annum,
      payable over a three-year term.

In addition to the terms, the Amendment also contains certain
additional customary representations, warranties, covenants and
indemnification provisions.

In connection with the Amendment, the Company and US Health
entered into an Employment Agreement with Howard Kastner, pursuant
to which Mr. Kastner agreed to serve as the Company's Senior Vice
President of Marketing.  The Employment Agreement has a term of
three years.  During the first year of the Employment Agreement,
Mr. Kastner will receive compensation of $100,000.  His
compensation for years two and three will be negotiated between
the parties one month prior to the conclusion of each year.

Mr. Kastner will also be entitled to reasonable paid vacation
time, sick leave and time to attend professional.  In addition to
his base salary, Mr. Kastner will also be eligible to receive
performance incentive bonuses during the term of the Employment
Agreement.  Further, Mr. Kastner will receive commissions on sales
of certain products of the Company in accordance with the terms of
the Employment Agreement.

                        About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At March 31, 2009, the Company's balance sheet showed total assets
of $19.6 million and total liabilities of $23.1 million, resulting
in a stockholders' deficit of about $3.5 million.

                        Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.


AMERICAN COMMUNITY: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
American Community Newspapers LLC and its affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware, their
schedules of assets and liabilities, disclosing:

    Name of Debtor                     Assets       Liabilities
    --------------                   -----------    ------------
American Community Newspapers LLC   $17,858,566    $112,893,707
Amendment One, Inc.                    $882,713    $111,338,003
Leesburg Today, Inc.                         $0    $111,032,000
Loudoun Business, Inc.                       $0    $111,032,000
Loudoun Magazine, Inc.                       $0    $111,032,000
American Community Newspapers Inc            $0     $39,977,555

Copies of American Community Newspapers LLC, et al.'s Schedules
are available at:

    http://bankrupt.com/misc/ACNLLC.SAL.pdf
    http://bankrupt.com/misc/amendmentone.SAL.pdf
    http://bankrupt.com/misc/LeesburgToday.SAL.pdf
    http://bankrupt.com/misc/loudounbusiness.SAL.pdf
    http://bankrupt.com/misc/loudounmagazine.pdf
    http://bankrupt.com/misc/ACNInc.SAL.pdf

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

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


AMERITEX TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Ameritex Technologies, Inc.
        2111 58th Avenue East
        Bradenton, FL 34203

Bankruptcy Case No.: 09-13051

Chapter 11 Petition Date: June 19, 2009

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

Debtor's Counsel: Noel R. Boeke, Esq.
                  Holland & Knight, LLP
                  Post Office Box 1288
                  Tampa, FL 33601
                  Tel: (813) 227-8500
                  Fax: (813) 229-0134
                  Email: noel.boeke@hklaw.com

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

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

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

           http://bankrupt.com/misc/flmb09-13051.pdf

The petition was signed by Don Zirkecbach, president of the
Company.


ANCHOR BLUE: Closing 46 Underperforming Stores
----------------------------------------------
Anchor Blue is closing 46 underperforming stores as part of its
overall restructuring plan.  A massive store closing sale kicked
off Friday, June 19 at all stores earmarked for closing and will
last until all merchandise is sold.

"These strategic store closings will help us significantly improve
operational performance as we proactively restructure our business
to conform to today's market," said Thomas Sands, Chief Executive
Officer at Anchor Blue Retail Group.  "Anyone who lives near a
closing store is encouraged to take advantage of the tremendous
values we're offering on all merchandise during the sale."

Anchor Blue has lowered prices on its entire inventory in all 46
closing stores, with savings up to 40% off regular prices.  Girls
can find incredible savings on everything from tops; jackets and
hoodies; shorts; jeans; pants and crops; dresses; accessories;
backpacks and bags; fragrances; jewelry; sunglasses; intimates;
hats; shoes; and belts.  Guys can find great deals on screen tees,
shirts and polos; jeans; shorts; accessories; backpacks; belts and
buckles; and hats.

Gordon Brothers Group, a global advisory, restructuring and
investment firm specializing in the retail, consumer products,
real estate and industrial sectors, is running the store closing
sale on Anchor Blue's behalf.

The Anchor Blue stores earmarked for closing are:

    Mohave Crossroads                     Bullhead City         AZ
    Desert Ridge Marketplace              Phoenix               AZ
    Tempe Marketplace                     Tempe                 AZ
    East Hills Mall                       Bakersfield           CA
    Streets of Brentwood                  Brentwood             CA
    Sunrise Mall                          Citrus Heights        CA
    Manchester North SC                   Fresno                CA
    Hanford Mall                          Hanford               CA
    Del Monte Center                      Monterey              CA
    Mervyn's Plaza                        Redwood City          CA
    The Village at Sacramento Gateway     Sacramento            CA
    Oakridge Mall                         San Jose              CA
    State Street District                 Santa Barbara         CA
    Turlock TC                            Turlock               CA
    County Fair Mall                      Woodland              CA
    The Mall At Yuba City                 Yuba City             CA
    Chapel Hills Mall                     Colorado Springs      CO
    Foothills Mall                        Fort Collins          CO
    Altamonte Mall                        Altamonte Springs     FL
    Boynton Beach Mall                    Boynton Beach         FL
    Westfield Brandon                     Brandon               FL
    Westfield Countryside                 Clearwater            FL
    Coral Square                          Coral Springs         FL
    Edison Mall                           Fort Myers            FL
    Treasure Coast Square                 Jensen Beach          FL
    Lakeland Square                       Lakeland              FL
    Melbourne Square                      Melbourne             FL
    Coastland Center                      Naples                FL
    West Oaks Mall                        Ocoee                 FL
    Prime Outlets Mall 2 (AB Outlet)      Orlando               FL
    Florida Mall                          Orlando               FL
    Seminole TC                           Sanford               FL
    Sarasota Square                       Sarasota              FL
    Tyrone Square                         St. Petersburg        FL
    Governor's Square                     Tallahassee           FL
    University Mall                       Tampa                 FL
    Oglethorpe Mall                       Savannah              GA
    Boise Towne Square                    Boise                 ID
    Town Square                           Las Vegas             NV
    Newgate Mall                          Ogden                 UT
    University Mall                       Orem                  UT
    Provo TC                              Provo                 UT
    Red Cliffs Mall                       St. George            UT
    Kitsap Mall                           Silverdale            WA
    North Town Mall                       Spokane               WA
    Westfield Vancouver Mall              Vancouver             WA

As part of the bankruptcy filing, Anchor Blue reached a stalking
horse agreement with Levi Strauss & Co. regarding the purchase of
the Levi's & Dockers Outlet by MOST stores.  Judge Peter J. Walsh
has set June 26 as auction date to determine whether anyone will
beat the offer from Levi Strauss to buy 73 of the 74 Levi's &
Dockers Outlet by MOST stores for $72 million.  Competing bids are
due June 24.  The hearing to approve the MOST sale will take place
June 30.

Anchor Blue has a separate deal deal to sell some 127 Anchor Blue
stores to current management and Ableco Finance LLC, the agent for
the term loan lenders.  An auction to test the offer will be
conducted July 27, followed by a sale approval hearing on July 30.
Ableco will pay for the stores largely in exchange for secured
debt, including debt provided for the Chapter 11 case.

Anchor Blue has a deal for Gordon Brothers Retail Partners LLC to
conduct going-out-of-business sales for the remaining stores.
Under the Debtors' agreement with its stalking horse bidder for
the liquidation sales, the Debtors were to receive 114% of the
"aggregate Cost Value of the Merchandise" sold at the GOB sales,
but only if the aggregate Cost Value is between $6.5 million and
$7.5 million.  If the aggregate Cost Value is outside of that
range (either higher or lower), Anchor Blue's guaranteed
percentage is lower.

                    About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors.  Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, making private equity
investments and operating businesses for extended periods.  Gordon
Brothers Group conducts over $50 billion in transactions and
appraisals annually.

                 About Anchor Blue Retail Group

Anchor Blue Retail Group is the holding company for two
subsidiaries -- Anchor Blue Division and Levi's(R) & Dockers(R)
Outlet by MOST Division.  Anchor Blue is a specialty retailer of
casual apparel and accessories for the teenage and young adult
markets.  Founded in 1972, the Company has 177 stores in 12
states.  Anchor Blue offers a great assortment of well-priced
fashion basics with West Coast style in a fun environment.  MOST
is an outlet store retailer that holds the exclusive U.S. license
for Levi's(R) Outlet & Dockers(R) Outlet Stores.  Known for its
denim apparel and reasonable prices, MOST operates 74 stores
across the U.S.

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


ANEKONA W: U.S. Trustee Schedules Meeting of Creditors for July 6
-----------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Anekona W, LLC's Chapter 11 case on July 6, 2009, at 2:00 p.m.
The meeting will be held at the U.S. Trustee Hearing Room, 1132
Bishop Street, Suite 606, Honolulu, Hawaii.

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

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

Headquartered in Kamuela, Hawaii, Anekona W, LLC is in the
Miscellaneous Personal Services, N.E.C. industry.

The Company filed for Chapter 11 on May 27, 2009 (Bankr. D. Hawaii
Case No. 09-01181).  William H. Gilardy, Jr., AAL, ALC represents
the Debtor in their restructuring efforts.  The Debtor has assets
and debts both ranging from $10 million to $50 million.


APPLIANCES RECOVERY: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Appliances Recovery ACTV Computers LLC
        44 Commerce Street
        Glastonbury, CT 06033

Bankruptcy Case No.: 09-21671

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Chief Judge Albert S. Dabrowski

Debtor's Counsel: Thomas J. Farrell, Esq.
                  Levy & Droney P.C.
                  274 Silas Deane Highway
                  Wethersfield, CT 06109
                  Tel: (860) 257-9327 ext 16
                  Fax: (860) 257-9324
                  Email: lawoffice@asilver.net

Total Assets: $1,040,800

Total Debts: $361,147

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

          http://bankrupt.com/misc/ctb09-21671.pdf

The petition was signed by Danilo Rico, president of the Company.


ANTHRACITE CAPITAL: Gets 30-Day Waiver From BlackRock Holdco
------------------------------------------------------------
Anthracite Capital, Inc., on June 22, 2009, received an extension
of the waiver of covenant breach under its secured credit facility
with BlackRock Holdco 2, Inc.

BlackRock extended the waiver to June 15, then June 22 and now for
a month, to July 22, 2009.

Anthracite Capital said in a regulatory filing with the Securities
and Exchange Commission that the recessionary economic conditions
and ongoing market disruptions have had an adverse effect on the
Company and the commercial real estate and other assets in which
the Company has invested:

     -- The Company incurred net loss available to common
        stockholders of $258,049,000 for the year ended
        December 31, 2008 compared with net income of $71,854,000
        for the year ended December 31, 2007, driven primarily by
        significant net realized and unrealized losses, the
        incurrence of a $165,928,000 provision for loan losses
        (including the establishment of a general reserve) and a
        loss from equity investments $53,630,000 compared with
        earnings of $32,093,000 in the prior year.  The
        establishment of a general reserve for loan losses was
        deemed necessary given the dramatic change in the
        prospects for loan performance as a result of significant
        property value declines in the fourth quarter.  The
        Company updates its general reserve calculation on a
        quarterly basis.

     -- The Company's unrestricted cash and cash equivalents
        sharply decreased to $9,686,000 at December 31, 2008 from
        $91,547,000 at December 31, 2007 due to, among other
        things, an increase in the receipt and funding of margin
        calls and amortization payments under the Company's
        secured credit facilities and reduced cash flow from
        investments.  Unrestricted cash and cash equivalents
        further decreased to $3,872,000 at March 31, 2009.  To
        secure the amendment and extension of its secured credit
        facilities (including repurchase agreements) in 2008 with
        Bank of America, Deutsche Bank and Morgan Stanley, the
        Company agreed not to request new borrowings under the
        facilities. Financings through collateralized debt
        obligations, which the Company historically utilized, are
        no longer available, and the Company does not expect to be
        able to finance investments through CDOs for the
        foreseeable future.

     -- The Company is currently focused on managing its liquidity
        and, unless its liquidity position and market conditions
        significantly improve, anticipates no new investment
        activity in 2009.  In addition, the Company's Board of
        Directors anticipates that the Company will only pay cash
        dividends on its preferred and common stock to the extent
        necessary to maintain its REIT status until the Company's
        liquidity position has improved.

These effects, the Company said, have led to these adverse
consequences:

     -- The Company's independent registered public accounting
        firm has issued an opinion on the Company's December 31,
        2008 consolidated financial statements that states the
        consolidated financial statements have been prepared
        assuming the Company will continue as a going concern and
        further states that the Company's liquidity position,
        current market conditions and the uncertainty relating to
        the outcome of the Company's ongoing negotiations with its
        lenders have raised substantial doubt about the Company's
        ability to continue as a going concern.  The Company
        obtained agreements from its secured credit facility
        lenders and the lender under the Company's secured credit
        facility with BlackRock Holdco 2, Inc., on March 17, 2009
        that the covenant breach caused by the going concern
        reference in the independent registered public accounting
        firm's opinion to the consolidated financial statements is
        permanently waived or such reference does not constitute
        an event of default or covenant breach under the
        applicable facilities.

     -- Financial covenants in certain of the Company's secured
        credit facilities include, without limitation, a covenant
        that the Company's net income (as defined in the
        applicable credit facility) will not be less than $1.00
        for any period of two consecutive quarters and covenants
        that on any date the Company's tangible net worth will not
        have decreased by 20 percent or more from the Company's
        tangible net worth as of the last business day in the
        third month preceding such date.  The Company's
        significant net loss for the year ended December 31, 2008
        resulted in the Company not being in compliance with these
        covenants.  On March 17, 2009, the secured credit facility
        lenders waived these covenant breaches until April 1, 2009
        and subsequently extended this waiver until May 15, 2009.
        In addition, the Company's secured credit facility with
        BlackRock Holdco 2 requires the Company to immediately
        repay outstanding borrowings under the facility to the
        extent outstanding borrowings exceed 60% of the fair
        market value (as determined by the Company's manager, of
        the shares of common stock of Carbon Capital II, Inc.,
        securing the facility.  As of February 28, 2009, 60% of
        the fair market value of such shares declined to
        approximately $24,840,000 and outstanding borrowings under
        the facility were $33,450,000.  On March 17, 2009, Holdco
        2 waived this breach until April 1, 2009 and subsequently
        extended this waiver until May 15, 2009. Additionally, in
        the first quarter of 2009, Anthracite Euro CRE CDO 2006-1
        plc failed to satisfy its Class E overcollateralization
        and interest coverage tests.  As a result of Euro CDO's
        failure to satisfy these tests, each interest payment due
        to the Company, as the Euro CDO's preferred shareholder,
        will remain in the CDO as reinvestable cash until the
        tests are satisfied.  However, since the Euro CDO's
        preferred shares were pledged to one of the Company's
        secured lenders in December 2008, the cash flow was
        already being diverted to pay down that lender's
        outstanding balance.

     -- During the first quarter of 2009, the Company received a
        margin call of $46,300,000 and C$5,300,000 from one of its
        secured credit facility lenders.  On March 17, 2009, the
        lender waived this event of default until April 1, 2009,
        and subsequently extended this waiver until May 15, 2009.

     -- Due to current market conditions and the Company's current
        liquidity position, the Company's Board of Directors
        anticipates that the Company will pay cash dividends on
        its common and preferred stock only to the extent
        necessary to maintain its REIT status until the Company's
        liquidity position has improved and market values of
        commercial real estate debt show signs of stability.  The
        Board of Directors did not declare a dividend on the
        Common Stock for the fourth quarter of 2008 since the
        Company estimated that its 2008 net taxable income
        distribution requirements under REIT rules were satisfied
        by distributions made for the first three quarters of
        2008.  The Board of Directors also did not declare a
        dividend on the Common Stock and the Company's preferred
        stock for the first quarter of 2009.  To the extent the
        Company is required to make distributions to maintain its
        qualification as a REIT in 2009, the Company may rely upon
        temporary guidance that was issued by the Internal Revenue
        Service, which allows certain publicly traded REITs to
        satisfy their net taxable income distribution requirements
        during 2009 by distributing up to 90% in stock, with the
        remainder distributed in cash. However, the terms of the
        Company's preferred stock prohibit the Company from
        declaring or paying cash dividends on the Common Stock
        unless full cumulative dividends have been declared and
        paid on the preferred stock.

At March 31, 2009, the total amount of debt owed to the Bank of
America, Deutsche Bank and Morgan Stanley was $395,932,000, and
$33,450,000 was owed to BlackRock Holdco 2, Inc.  As of May 11,
2009, the amounts owed are $375,106,000 and $33,450,000,
respectively.  At March 31, 2009, the total amount owed to the
Company's secured lenders was $429,382,000 versus $480,332,000 at
December 31, 2008, resulting in net reduction of $50,950,000.
These paydowns were funded by cash from operating activities of
$46,637,000 for the three months ended March 31, 2009, and cash on
hand at December 31, 2008, of $9,686,000.

As reported by the Troubled Company Reporter on June 8, 2009,
Anthracite Capitalsaid it has restructured a significant portion
of its trust preferred securities and junior subordinated notes.
Pursuant to an exchange agreement with certain holders of
$135 million in trust preferred securities and the Company's
EUR50 million junior subordinated notes, the Company issued
$168.75 million and EUR62.5 million principal amount of new junior
subordinated notes in exchange for those securities. The exchanges
closed on May 29, 2009.

The Company said coupons that were due April 30, 2009, on certain
of the securities being exchanged were satisfied by payments at
the new lower rate of 0.75% per year on the increased principal
amounts.  Anthracite also paid $2.0 million to cover third-party
fees and costs incurred in connection with the exchanges.

The Company estimated that the exchanges will result in cash
savings of over $10 million and EUR2.5 million per year during the
period that the lower coupons are in effect. The Company intends
to use cash from these savings for general corporate purposes and
to reduce indebtedness under its senior secured credit facilities.

On May 27, 2009, in a privately negotiated exchange transaction
with a holder of Anthracite's 11.75% Convertible Senior Notes due
2027, the Company issued 850,000 shares of common stock in
exchange for $4 million principal amount of the notes.

On May 29, 2009, the Company made certain interest payments due
April 30, under certain of its unsecured debt that had previously
been withheld, which debt was not part of the exchanges.

                     About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

Anthracite Capital reported net income of $25.5 million for the
three months ended March 31, 2009, compared to $53.9 million for
the same period in 2008.  Anthracite Capital had $4.85 billion in
total assets, including cash and cash equivalents of
$3.87 million, and $4.22 million in total liabilities, resulting
in $584.0 million in stockholders' equity at March 31, 2009.

                      Going Concern Doubt

The Company's independent registered public accounting firm has
issued an opinion on the Company's consolidated financial
statements that states the consolidated financial statements have
been prepared assuming the Company will continue as a going
concern and further states that the Company's liquidity position,
current market conditions and the uncertainty relating to the
outcome of the Company's ongoing negotiations with its lenders
have raised substantial doubt about the Company's ability to
continue as a going concern.  The Company obtained agreements from
its secured credit facility lenders on March 17, 2009, that the
going concern reference in the independent registered public
accounting firm's opinion to the consolidated financial statements
is waived.


AVONDALE GATEWAY: 6 Largest Unsecured Creditors
-----------------------------------------------
Debtor: Avondale Gateway Center Entitlement, LLC
        15333 North Pima Road, Suite 305
        Scottsdale, AZ 85260

Bankruptcy Case No.: 09-12153

Chapter 11 Petition Date: June 2, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: John J. Hebert, Esq.
                  Polsinelli Shughart, P.C.
                  3636 N. Central Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  Email: jhebert@polsinelli.com

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

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

List of 6 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Allison Macaulay LLC                             $1,190

Delaware Secretary of State                      $250

Erickson & Meeks                                 $38,465

Fennemore Craig PC                               $2,227

Larson Allen                                     $2,868

Survey Innovation Gruop Inc.                     $410


AVONDALE GATEWAY: Proposes Polsinelli Shughart as Counsel
---------------------------------------------------------
Avondale Gateway Center Entitlement, LLC, sought and obtained
permission from Judge Charles G. Case II of the U.S. Bankruptcy
Court for the District of Arizona to employ Polsinelli Shughart
P.C. as counsel, effective June 2, 2009.

According to George D. Matthew, vice president of Cavan Management
Services, manager of the Debtor, Polsinelli Shughart is already
familiar with the Debtor's financial situation and is qualified to
represent Debtor.

The professional legal services Polsinelli Shughart will render
include, without limitation, preparation of pleadings and
applications and conducting examinations incidental to
administration, advising the Debtor of its rights, duties and
obligations under Chapter 11 of the Bankruptcy Code, taking any
and all other necessary action incident to the proper preservation
and administration of this Chapter 11 estate, and advising the
Debtor in the formulation and presentation of a plan pursuant to
Chapter 11, the disclosure statement and concerning an and all
matters relating thereto.

Polsinelli Shughart's professionals will charge the Debtor at an
hourly rate of $135 to $500 per hour.

Avondale Gateway Center Entitlement, LLC, filed for Chapter 11 on
June 2, 2009 (Bankr. D. Ariz. Case No. 09-12153).  Judge Charles
G. Case II handles the case.  The Debtor is represented by John J.
Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix, Arizona.
At the time of the bankruptcy filing, the Debtor estimated assets
and debts of $10,000,001 to $50,000,000.


BAUSCH & LOMB: S&P Affirms Corporate Credit Rating at 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Bausch & Lomb Inc.  The outlook is
stable.

"Notwithstanding well-established and diverse positions in the
ophthalmics field, the speculative-grade rating on Rochester, New
York-based Bausch & Lomb Inc. reflects competitive concerns that
are magnified by management turnover, and very high debt leverage
assumed with its acquisition by Warburg Pincus in October 2007,"
said Standard & Poor's credit analyst Cheryl Richer.

While Bausch & Lomb is a large manufacturer of contact lenses,
lens-care solutions, ophthalmic pharmaceuticals, and products used
for cataract surgery, its recent performance has been lackluster.
Excluding sales attributable to eyeonics inc. (acquired in
February 2008), 2008 consolidated sales declined modestly in
constant currency.  Revenues rebounded somewhat in the first
quarter of 2009, exhibiting mid-single digit constant currency
growth, excluding refractive sales, which may signal an improving
trend.  However, lens care sales have not fully recovered since
the decline following the May 2006 global recall of ReNu with
MoistureLoc multipurpose lens-care solution , and the company has
been losing market share in contact lenses.  Weak contact lens
performance over the past several years initially reflected some
spillover from the MoistureLoc recall, but has also been
negatively affected by competitors' new product introductions.
Furthermore, lens care sales continue to be pressured by increased
global usage of daily disposable lenses.

Contact lenses face challenges from dominant industry players
Vistakon (a division of Johnson & Johnson), which has a global
market share of more than 40%, CIBA Vision/Wesley Jessen (owned by
Novartis AG), and from The Cooper Cos., whose market share
slightly exceeds that of Bausch & Lomb.  A weaker performance in
vision care, which includes contact lenses and lens care, has been
offset by stronger performance in pharmaceuticals and surgical
(cataract/vitreoretinal and other ophthalmic surgery).  The
company recently received U.S. Food & Drug Administration approval
for Besivance for the treatment of bacterial conjunctivitis, and
announced a co-promotion agreement with Pfizer Inc. for certain
ophthalmic pharmaceuticals.

As a result of  poor refractive performance because of a decline
in microkeratome blade sales and weak market conditions, Bausch &
Lomb formed a joint venture in January 2009 with 20/10 Perfect
Vision AG, combining the refractive surgery assets of both
businesses.  To bolster its competitive position in intraocular
lenses, the company acquired eyeonics inc., which manufactures the
crystalens premium accommodating IOL.  This product complements
the company's portfolio of monofocal IOLs.  Bausch & Lomb had been
the only major player in the IOL market without a premium IOL
(Advanced Medical Optics Inc. and Alcon both offer multifocal
IOLs).

Weakened operating margins reflect one-time costs associated with
the MoistureLoc recall, as well as elevated merger-related legal
and accounting expenses.  Over time, profitability and cash flow
stability should benefit from the diversity and recurring nature
of the revenue stream.  In addition, the company is executing a
restructuring plan to reduce expenses.  Still, the highly
leveraged financial risk profile is characterized by S&P's
calculation of debt to EBITDA (adjusted for operating leases and
unfunded postretirement benefit obligations) of over 8x for the 12
months ended March 29, 2009.


BEARINGPOINT INC: Delays Cash Use Motion After Objection
--------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News report that
BearingPoint Inc. delayed a hearing to seek permission to pay
severance and time off to employees out of its cash collateral,
after creditors objected to the estimated $94 million in costs.

BearingPoint lawyer Alfredo Perez, Esq., told Judge Robert Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
that the company would keep using cash collateral under its
current arrangement with lenders for another two weeks. The
hearing has been rescheduled for June 29.

According to the report, Judge Gerber has ruled that that
BearingPoint only needed to inform the creditors committee before
moving forward with further asset sales.

                      About BearingPoint Inc.

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

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

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

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


BEARINGPOINT INC: Wants Plan Filing Period Extended to October 16
-----------------------------------------------------------------
BearingPoint Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their exclusive periods to
file a Chapter 11 plan and solicit acceptances thereof, to
October 16, 2009, and December 15, 2009, respectively.

The Debtors tell the Court that while they have completed the sale
of the majority of their assets, the universe of assets remaining
in their estates is still considerable.  The filing of a plan of
reorganization or liquidation at this time, the Debtors add, would
be disruptive of the above wind-down and sale processes.

The deadline to file any objections and responses to the motion is
June 29, 2009, at 11:00 a.m. (Eastern Time).

As reported in the Troubled Company Reporter on June 17, 2009,
PricewaterhouseCoopers LLP completed the purchase of the
majority of BearingPoint's North American Commercial Services
practice.  On April 17, 2009, the Debtors entered into a
definitive agreement with PwC pursuant to which BearingPoint
agreed to sell a substantial portion of its assets related to its
Commercial Services business unit, including Financial Services,
to PwC.  In addition, an affiliate of PwC also entered into a
definitive agreement to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.  The aggregate purchase price
for the three transactions is roughly $25 million.

As reported in the Troubled Company Reporter on May 11, 2009,
BearingPoint, Inc., said it had closed the sale of its North
American Public Services business to Deloitte LLP.  Under the
terms of the previously disclosed transaction, Deloitte acquired
the majority of the Company's Public Services unit for
$350 million.

                      About BearingPoint Inc.

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

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D. N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq.,
Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil
Gotshal & Manges LLP, in New York, represent the Debtors as
restructuring counsel.  AlixPartners, LLP is the Debtors'
restructuring advisors.  Greenhill & Co., LLC is the Debtor's
financial advisor & investment banker.  Jeffrey S. Sabin, Esq., at
Bingham McCutchen LLP, represent the Creditors' Committee as
counsel.

BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.

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


BERNARD KOSAR: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Bernie Kosar has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Southern District of Florida,
listing $1 million to $10 million in assets and $10 million to $50
million in debts.

South Florida Business Journal reports that Florida Bank holds a
total of $9.6 million in unsecured claims against Mr. Kosar.
Business Journal relates that Mr. Kosar and his Boardwalk LLC lost
a $2.9 million foreclosure judgment on a 36-unit apartment
building to Florida Bank in Pinellas County Circuit Court.
Mr. Kosar and his Oakmont LLC, Business Journal relates, lost a
$3.3 million foreclosure judgment to Florida Bank in Hillsborough
County Circuit County over a Tampa apartment building in April.
Florida Bank also had a foreclosure lawsuit pending in Pinellas
County against Kosar and his PCV LLC.

Mr. Kosar's other major unsecured creditors are:

     -- A $3.1 million personal guaranty to Key Bank National
        Association of Cleveland;

     -- $3.04 million to his ex-wife Babette J. Kosar;

     -- $725,000 in a disputed loan involving attorney Jim Ferraro
        of Coral Gables;

     -- $1.4 million total on three claims involving the Browns;
        and

     -- $231,094 to the IRS

Mr. Kosar's Steakhouse, according to Business Journal, was evicted
from its South Miami space in November 2008.  The report states
that Mr. Kosar faces significant tax problems including:

     -- $59,881 in unpaid property taxes on his Weston home; and
     -- a combined $93,647 in federal tax liens against him over
        his personal income taxes.

Mr. Kosar also fully paid a separate $228,806 federal tax lien
placed on him in July 2008, Business Journal says.  Mr. Kosar,
questioned about previously unpaid taxes in August 2008, said that
some bills were lost in the shuffle during his divorce, according
to The Plain Dealer.  The Plain Dealer quoted him as saying,
"Divorce is difficult enough as it is, especially for someone who
wasn't really looking to do that.  So, who owes what and all of
that becomes hard, but whatever I owe, obviously I would pay."

Mr. Kosar's home at 2940 Paddock Road is listed online at
Realtor.com at $3.5 million, Business Journal states.

Julianne R. Frank at Frank, White-Boyd in Palm Beach Gardens
assists Mr. Koar in his restructuring efforts, Business Journal
reports.

Bernie Kosar is a former Cleveland Browns and University of Miami
quarterback.  He lives in the Fort Lauderdale suburb of Weston.


BERNARD KOSAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bernard J. Kosar, Jr.
           aka Bernie J. Kosar, Jr.
           aka Bernie Kosar, Jr.
           aka Bernie Kosar
        2940 Paddock Rd.
        Weston, FL 33331

Bankruptcy Case No.: 09-22371

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Julianne R. Frank, Esq.
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  Email: fwbbnk@bellsouth.net

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

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

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

           http://bankrupt.com/misc/flsb09-22371.pdf

The petition was signed by Bernard J. Kosar, Jr.


BERNARD MADOFF: SEC Charges Madoff Solicitors, Feeder With Fraud
----------------------------------------------------------------
The Securities and Exchange Commission charged a New York-based
broker-dealer and four individuals with securities fraud, alleging
that they collectively raised billions of dollars from investors
for Bernard L. Madoff's Ponzi scheme.

In a complaint filed in U.S. District Court for the Southern
District of New York, the SEC charged Cohmad Securities
Corporation as well as its chairman Maurice J. Cohn, chief
operating officer Marcia B. Cohn, and registered representative
Robert M. Jaffe for actively marketing investment opportunities
with Mr. Madoff while knowingly or recklessly disregarding facts
indicating that Mr. Madoff was operating a fraud.

In a separate complaint filed in the same court, the SEC charged
California-based investment adviser Stanley Chais, who oversaw
three funds that invested all of their assets with Mr. Madoff.
When the Ponzi scheme collapsed, Chais investors' accounts were
valued at nearly $1 billion.

The SEC previously charged Mr. Madoff and Bernard L. Madoff
Investment Securities LLC as well as their auditors with
committing securities fraud through a Ponzi scheme perpetrated on
advisory and brokerage customers of BMIS.

"Madoff cultivated an air of exclusivity by pretending that he was
too successful to trouble himself with marketing to new
investors," said Robert Khuzami, Director of the SEC's Division of
Enforcement.  "In fact, he needed a constant in-flow of funds to
sustain his fraud, and used his secret control of Cohmad to obtain
them."

James Clarkson, Acting Director of the SEC's New York Regional
Office, added, "These Madoff solicitors collectively received
several hundred million dollars in fees over the past few decades
while Madoff ruined the finances of countless investors."

                       The Cohmad Complaint

The SEC's complaint against the Cohmad defendants alleges that
while bringing investors to Mr. Madoff, they ignored and even
participated in many suspicious practices that clearly indicated
Mr. Madoff was engaged in fraud.  For example, the SEC's complaint
alleges that the Cohns and Cohmad filed false Forms BD and FOCUS
reports that concealed Cohmad's primary business of bringing in
investors for BMIS.  This referral business comprised as much as
90% of Cohmad's revenue in some years, brought in more than 800
accounts, and billions of dollars into BMIS' advisory business,
for which BMIS paid them more than $100 million.

The SEC's complaint also alleges that the compensation arrangement
between BMIS and Cohmad indicated fraudulent conduct at BMIS.
Cohmad was paid an annual percentage of the funds its
representatives (except Mr. Jaffe) brought into BMIS offset by any
withdrawals from those investor accounts.  This compensation
arrangement indicated to Cohmad and the Cohns that BMIS was not
providing any real returns to investors.  For example, where the
client's principal investment had been $10,000, Cohmad stopped
receiving fees if a client withdrew $15,000 from an account, even
if under BMIS' management the account had purportedly grown to
$100,000.  In Cohmad's internal records, such an account was
designated with a negative $5,000 number.

The SEC alleges that Mr. Jaffe also participated in Mr. Madoff's
fraud by soliciting investors and bringing more than $1 billion
into BMIS.  The SEC's complaint alleges, among other things, that
Madoff compensated Mr. Jaffe with outsized returns in Mr. Jaffe's
personal accounts that he knew, or was reckless in not knowing,
were manufactured by BMIS employees entering fictitious, backdated
trades onto trade confirmations and account statements for his
personal accounts at BMIS.

                        The Chais Complaint

The SEC's complaint alleges that Mr. Chais committed fraud by
misrepresenting his role in managing the funds' assets and for
distributing account statements that he should have known were
false.

According to the SEC's complaint, for the last 40 years, Mr. Chais
has held himself out as an investing wizard who managed hundreds
of millions of dollars of investor funds in three partnerships,
the Lambeth, Popham and Brighton Companies.  Mr. Chais made a
number of misrepresentations over the years to the Funds'
investors indicating that he formulated and executed the Funds'
trading strategy.  In reality, Mr. Chais was an unsophisticated
investor who did nothing more than turn all of the Funds' assets
over to Mr. Madoff, while charging the Funds more than $250
million in fees for his purported "services."  Although Mr. Madoff
managed all of the Funds' assets, many of the Funds' investors had
never heard of Mr. Madoff before the collapse of his Ponzi scheme,
and had not known that Chais invested with Madoff until Chais
informed them after Mr. Madoff's arrest.

The SEC also alleges that Mr. Chais ignored red flags indicating
that Mr. Madoff's reported returns were false.  For example, Mr.
Chais told Mr. Madoff that Mr. Chais did not want there to be any
losses on any of the Funds' trades.  Mr. Madoff complied with Mr.
Chais's request, and from 1999 to 2008, despite reportedly
executing thousands of trades on behalf of the Funds, Mr. Madoff
did not report a loss on a single equities trade.  Mr. Chais
however, with the assistance of his accountant, prepared account
statements for the Funds' investors based upon the Madoff
statements, and continued to distribute them to the Funds'
investors even though he should have known they were false.

According to the SEC's complaint, Mr. Chais also opened and
exercised control over approximately 60 other accounts at Mr.
Madoff's firm on behalf of his family members and related
entities.  Taking all of these accounts collectively, between 1995
and 2008, Mr. Chais and his family members and related entities
withdrew more than $500 million more than they actually invested
with Madoff.

The SEC's complaint against the Cohmad defendants specifically
alleges that Cohmad violated Section 17(a) of the Securities Act
of 1933, Sections 10(b), 15(b)(1), 15(b)(7), and 17(a) of the
Securities Exchange Act of 1934 and Rules 10b-5, 15b3-1, 15b7-1
and 17a-3 thereunder and aided and abetted violations of Sections
206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940
and Rule 206(4)-3 thereunder; that the Cohns violated Section
17(a) of the Securities Act, and Section 10(b) of the Exchange Act
and Rule 10b-5 thereunder and aided and abetted violations of
Sections 10(b), 15(b)(1), 15(b)(7), and 17(a) of the Exchange Act
and Rules 10b-5, 15b3-1, 15b7-1 and 17a-3 thereunder and Sections
206(1), 206(2) and 206(4) of the Advisers Act and Rule 206(4)-3
thereunder; and that Robert Jaffe violated Section 17(a) of the
Securities Act and Section 10(b) of the Exchange Act and Rule 10b-
5 thereunder and aided and abetted violations of Sections 10(b),
15(b)(7), and 17(a) of the Exchange Act and Rules 10b-5, 15b7-1
and 17a-3 thereunder and Sections 206(1), 206(2) and 206(4) of the
Advisers Act and Rule 206(4)-3 thereunder.

The SEC's complaint against Mr. Chais specifically alleges that he
violated Section 17(a) of the Securities Act, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, and Section 206(4) of the
Advisers Act and Rule 206(4)-8 thereunder.

Both SEC's complaints seek injunctions, financial penalties and
court orders requiring Cohmad, the Cohns, Messrs. Jaffe and Chais
to disgorge their ill-gotten gains.

The SEC acknowledges the assistance of the Trustee for the
Securities Investor Protection Corporation, and California
Attorney General Jerry Brown.  The SEC's investigation is
continuing.

           About Bernard L. Madoff Investment Securities

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

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

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

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

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


BERNARD MADOFF: Trustee Sues Cohmad to Avoid $100MM in Deals
------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, filed a complaint in the United
States Bankruptcy Court against Cohmad Securities Corporation and
a number of its principals, including Maurice "Sonny" Cohn, Marcia
Cohn and Robert Jaffe, as well as other related defendants.

The complaint seeks to avoid decades worth of transactions through
which BLMIS paid well over $100 million to Cohmad, Sonny Cohn and
other Cohmad related individuals in exchange for Sonny Cohn,
Marcia Cohn, Robert Jaffe and other Cohmad employees introducing
victims to BLMIS and knowingly helping Madoff create, fund and
maintain his massive Ponzi scheme.  Remarkably, 90% or more of the
income to Cohmad and others came from the referral of customers to
Madoff.

"Although Madoff stated he was operating alone, our investigation
has yielded significant evidence that, in fact, a variety of other
people helped Madoff prey on innocent victims," explained David
Sheehan, counsel for the Trustee and a partner at Baker &
Hostetler, the court appointed counsel for Mr. Picard.  "We are
bringing this lawsuit to help recover, at the very least, the
commissions that Madoff's enablers generated for knowingly
introducing unsuspecting investors to Madoff," said Mr. Picard.

The complaint portrays the unique relationships between Mr.
Madoff, Cohmad, the Cohns, Mr. Jaffe and other Cohmad individuals,
who, though ostensibly at different companies, acted as a single
enterprise.  According to the complaint, while Mr. Madoff shrouded
himself with an unapproachable, Wizard of Oz-like aura eschewing
unknown investors, the reality is that the Cohns, Mr. Jaffe and
others were actively recruiting more than 1,000 customer accounts
and infusing the Ponzi scheme with billions of dollars.

The Trustee said that the case was developed by David Sheehan,
John W. Moscow, Oren Warshavsky, Seanna Brown and Mary Anne
Stanganelli at Baker & Hostetler, working closely with both FTI
Consulting and Alix Partners on the evidentiary analysis.  The
case will be handled by them.

The Trustee thanked the United States Securities and Exchange
Commission, especially Andrew Calamari, Israel Friedman, Alexander
Vasilescu and George Demos of the New York Regional Office
together with Rob Khazami of the Enforcement Division.  "We look
forward to continuing to work cooperatively with the Commission
and the Department of Justice to recover property for the victims
of Madoff's crimes, and to appropriately distribute the proceeds
of the lawsuits we bring," said Mr. Picard.

           About Bernard L. Madoff Investment Securities

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.


BRIGETTE MILLER LEVY: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Brigette Miller Levy
           dba Brigette Miller
        789 Belvidere Ave.
        Plainfield, NJ 07062

Bankruptcy Case No.: 09-25537

Chapter 11 Petition Date: June 15, 2009

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

Debtor's Counsel: Andre L. Kydala, Esq.
                  Law Firm of Andrea Kydala
                  12 Lower Center St.
                  PO Box 5537
                  Clinton, NJ 08809
                  Tel: (908) 735-2616
                  Fax: (908) 735-0765
                  Email: kydalalaw@aim.com

Total Assets: $3,544,558

Total Debts: $3,628,012

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

          http://bankrupt.com/misc/njb09-25537.pdf

The petition was signed by Danilo Rico, president of the Company.


BRITANNIA BULK: Holdings Seeks Chapter 15 Creditor Protection
-------------------------------------------------------------
Britannia Bulk Holdings Inc. filed for Chapter 15 bankruptcy
protection on June 11 before the U.S. Bankruptcy Court for the
Southern District of New York.  The Chapter 15 Debtor seeks
protection in the U.S. from shareholders suits.

Britannia Bulk Holdings acts as Foreign Representative for the
Chapter 15 estate.  Brian W. Harvey, Esq., at Goodwin Procter LLP,
in New York, represents the Foreign Representative.

Britannia Bulk had an initial public stock offering in June 2008
at $15 a share.  On the first day of trading, the stock closed at
$13.85.  By October 28, when the Company announced a significant
loss, the stock was down to 27 cents.  At the same time, banks
accelerated $159 million in secured debt, prompting the company to
file for administration in the High Court of Justice of England
and Wales, Bill Rochell at Bloomberg News reported.

Britannia Bulk plc, an operating company, filed for Chapter 15
protection in November.  The Bankruptcy Court in Manhattan
approved the petition that the U.K. is the site of the "foreign
main proceedings" and all manner of creditor actions in the U.S.
were halted.

As reported by TCR-Europe on December 1, 2008, Britannia Bulk
Holdings Inc. is facing a securities fraud class action suit filed
by law firm Saxena White P.A. in the United States District Court
for the Southern District of New York.  The complaint seeks
damages for violations of federal securities laws on behalf of all
investors who acquired Britannia Bulk Holdings Inc. common stock
pursuant or traceable to the Company's Registration Statement and
Prospectus issued in connection with its June 17, 2008 initial
public offering.

Headquartered in London, England, Britannia Bulk Holdings Inc.
(OTC:BBLKF) -- http://www.britbulk.com/-- is an international
provider of drybulk shipping and maritime logistics services with
a market position in transporting drybulk commodities in and out
of the Baltic region.  As of March 31, 2008, Company-owned fleet
consisted of 22 vessels, including 13 drybulk vessels, five of
which are ice-class, five ocean-going ice-class barges, and four
ice-class tugs.  To complement its owned fleet, the Company
charters-in a number of vessels.  At March 31, 2008, the number of
chartered-in drybulk vessels under its control was 45, 11 of which
were ice-class.  The Company's managed drybulk vessels serve a
variety of ports and carry multiple cargoes, while its tug and
barge vessels provide the ability for its to serve ports that are
too small or otherwise unable to accommodate drybulk vessels

Britannia Bulk's affairs, business and assets are managed by Mark
Shaw, Malcolm Cohen and Shay Bannon of BDO Stoy Hayward LLP at 55
Baker Street in London, as the joint administrators in insolvency
proceedings in the United Kingdom

Britannia's operating units -- Britannia Bulk Plc and Britannia
Bulkers A/S -- filed Chapter 15 petitions in 2008.  The holdings
company, Britannia Bulk Holdings Inc., subsequently filed a
Chapter 15 petition on June 11, 2009 (Bankr. S.D.N.Y. Case No. 09-
13724).  Judge Robert E. Gerber handles the case.  Brian W.
Harvey, Esq., at Goodwin Procter LLP, represents the Chapter 15
Debtors.  Britannia Bulk Holdings said that at the time of the
filing it had assets of $50 million to $100 million against debts
of $10 million to $50 million.


BROOKE CORP: Ch 11 Trustee Seeks to Block Founder's Bankruptcy
--------------------------------------------------------------
Kansas City Business Journal reports that Albert Riederer, the
Chapter 11 trustee of the Brooke Corp. and Brooke Capital Corp.,
has sought to block former Brooke Corp. founder and CEO Robert
Orr's filing for bankruptcy protection.

According to Business Journal, Mr. Reiderer is accusing Mr. Orr of
transferring about $4 million from various Brooke accounts to
Brooke Holdings, "with the intent of enriching Orr, his other
family members and/or trusts which were set up with Orr and/or his
family members as beneficiaries."  Mr. Orr transferred the
$4 million at a time when he knew that the Brooke companies
wouldn't be able to sustain their business operations for any
significant period of time, Business Journal says, citing Mr.
Riederer.

Business Journal relates that Mr. Reider claims that during 2008
or earlier, Mr. Orr diverted $14 million of revenue from Brooke
companies to pay for the debt obligations of franchisees, in order
to hide the true financial condition of the Brooke companies from
creditors.  The report quoted Mr. Reider as saying, "Orr's actions
in doing so constituted a breach of his fiduciary obligations
because he was directing that the (Brooke companies) pay
obligations for which the (Brooke companies) were not liable."

Mr. Reider alleges that under the direction of Mr. Orr, the Brooke
companies diverted some $4 million from accounts that held the
insurance premiums paid by insurers to cover an overdraft that the
Brooke companies had at wholly owned subsidiary Generations Bank,
Business Journal states.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- is an insurance agency and finance
company.  The Company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, was foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on Oct. 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R. Markley, Esq., is the Debtors' in-house
counsel.  Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.  The
Debtors listed assets of $512,855,000 and debts of $447,382,000.


CAJUN FUNDING: Church's Chicken Sale Won't Move Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service said the proposed sale of Church's
Chicken, which is owned by Cajun Funding Corp., to a private
equity firm should not have immediate impact on Cajun's current B2
Corporate Family Rating, SGL-2 Speculative Grade Liquidity rating
and stable outlook.

For more information, please refer to the issuer comment on
Moodys.com.  The last rating action on Cajun occurred on
October 28, 2008, when its liquidity rating was upgraded to SGL-2
from SGL-3.

Cajun Funding Corp., headquartered in Atlanta, Georgia, is the
special purpose financing entity for Cajun Operating Company,
Inc., the developer and operator of Church's Chicken restaurants.
With more than 1600 outlets worldwide, the company generates over
$1.2 billion annual system-wide sales globally.


CANADIAN SUPERIOR: Agrees to Business Combination With Challenger
-----------------------------------------------------------------
Canadian Superior Energy Inc. (CA:SNG) (NYSE Amex: SNG) and
Challenger Energy Corp. (CA:CHQ) have entered into an arrangement
agreement providing for the acquisition by Canadian Superior of
Challenger.  Canadian Superior will acquire all of the outstanding
common shares of Challenger in exchange for the issuance of 0.51
of a common share of Canadian Superior for each outstanding
Challenger Share.

Based on the 20 day volume weighted average trading price of the
Canadian Superior Shares, the exchange ratio equals a price of
C$.4345 per Challenger Share and represents a 36% premium to
Challenger's closing trading price on June 18, 2009 and a 15%
premium to the 20 day volume weighted average trading price of the
Challenger Shares.  The total transaction value, including the
assumption of roughly C$54.4 million in Challenger's net debt, is
roughly C$77.8 million.

Characteristics of the Pro Forma Company:

   -- Current Western Canadian production of roughly 3,050 boepd
      (85% natural gas); with an additional 300 boepd behind pipe
      and over 146,000 net undeveloped in Alberta and BC;

   -- A diversified suite of oil and natural gas exploration and
      development assets located in Canada, Trinidad and Tobago,
      and North Africa and a liquefied natural gas ("LNG") project
      located on the east coast of the United States;

   -- A market capitalization in excess of C$160.6 million (based
      on the current trading price of the Canadian Superior
      Shares);

   -- Approximately 195.8 million shares outstanding.

Canadian Superior has said that, as part of its restructuring
pursuant to the Companies' Creditors Arrangement Act, it has
reached an agreement with Centrica plc, under which Centrica will
acquire from Canadian Superior a 45% interest in Block 5(c),
located offshore Trinidad, for US$142.5 million in cash.  The
Centrica agreement is subject to the satisfaction of certain
conditions including pre-emption rights from existing field
partners and to the approval by the Court of Queen's Bench of
Alberta, and by the Ministry of Energy and Energy Industries of
the Government of Trinidad and Tobago.

Canadian Superior intends to exit CCAA with these assets in place
-- a 25% interest in Block 5(c) and its MG exploration block, both
in Trinidad, all of its Western Canadian producing properties, its
interest in the 7th of November block offshore Libya and Tunisia,
its Liberty Natural Gas LNG project in New Jersey, and its
offshore Nova Scotia exploration acreage.  In addition the Company
will reconstitute its Board of Directors, make additions to senior
management, and also intends to have in place a new undrawn credit
facility, with sufficient funding to execute its anticipated 18-
month capital program.

                 Transaction Terms and Conditions

The transaction is to be effected by way of an arrangement under
the Canada Business Corporations Act.  Completion of the
Arrangement, which is anticipated to occur in late August, is
subject to, among other things, the requisite approval of the
holders of Challenger Shares (Challenger Shareholders), the
approval of the Court of Queen's Bench of Alberta, the receipt of
all necessary regulatory and stock exchange approvals, and certain
closing conditions that are customary for a transaction of this
nature.

The Board of Directors of Challenger has unanimously determined
that the proposed Arrangement is in the best interests of, and
fair to, Challenger and its stakeholders, and unanimously
recommends that Challenger Shareholders vote in favour of the
Arrangement at the upcoming meeting.  Each of the directors and
officers of Challenger, who collectively hold approximately 2% of
the outstanding Challenger Shares, have agreed to enter into
support agreements pursuant to which each has agreed to vote in
favour of the Arrangement.

The Arrangement Agreement prohibits Challenger from soliciting or
initiating any discussion regarding any other business combination
or sale of material assets, contains provisions for Canadian
Superior to match competing, unsolicited proposals and provides
for a mutual C$3 million termination fee payable in certain
circumstances.

                        Financial Advisors

Jennings Capital Inc. is acting as financial advisor to the
Independent Committee of the Board of Directors of Canadian
Superior with respect to the Arrangement and has advised the
Independent Committee and the Board of Directors of Canadian
Superior that it is of the opinion that the consideration to be
offered by Canadian Superior pursuant to the proposed Arrangement
is fair, from a financial point of view, to Canadian Superior and
its shareholders.

Peters & Co. Limited is acting as financial advisor to Challenger
in connection with its review of strategic alternatives and the
Arrangement and has advised the Board of Directors of Challenger
that it is of the opinion, as of the date hereof, that the
consideration to be received by the Challenger Shareholders
pursuant to the proposed Arrangement is fair, from a financial
point of view, to the Challenger Shareholders.

                      Extension of CCAA Stay

As reported by the Troubled Company Reporter on June 9, 2009,
Challenger Energy has been granted an extension of the stay of
proceedings to July 24, 2009, to the previous court order that
was granted on April 20, 2009, which had extended the stay of
proceedings from April 20, 2009, to June 4, 2009, from the Court
of Queen's Bench of Alberta, Judicial District of Calgary for
protection under the Companies' Creditors Arrangement Act
(Canada).

The TCR also said Canadian Superior Energy's application to the
Court of Queen's Bench of Alberta for an Order under the
Companies' Creditors Arrangement Act (Canada) to extend its CCAA
protection has been granted, allowing the Company to continue to
prepare a plan of arrangement for its creditors, and staying all
claims and actions against the Company and its assets.  The
extension under the Order granted will be in effect until July 24,
2009, at which time the matter will be reviewed by the Court.

                  About Canadian Superior Energy

Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a
Calgary, Alberta, Canada based diversified global energy company
engaged in the exploration and production of oil and natural gas
with operations or projects located in Canada, Trinidad and Tobago
and North Africa.  Canadian Superior is also developing a
liquefied natural gas project on the East Coast of the United
States.

                      About Challenger Energy

Challenger Energy Corp. -- http://www.challenger-energy.com/-- is
a Calgary, Alberta, Canada based oil and gas exploration company
which has invested approximately US$80.1 million in exploration
expenditures in Block 5(c) offshore Trinidad and Tobago.


CAPITAL CORP: U.S. Trustee Appoints 3 Members to Creditors Panel
----------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a) and 1102(b)(I), Sara L.
Kistler, the Acting United States Trustee for Region 17, has
appointed three creditors of to the committee of unsecured
creditors of Capital Corp. of the West.

(1) THOMAS T. HAWKER
     2954 GREENFIELD DRIVE
     MERCED, CA 95340
     ATTN: THOMAS T. HAWKER

(2) U.S. BANK NATIONAL ASSOCIATION,
     as TRUSTEE
     ONE FEDERAL STREET, 3 RD FLOOR
     BOSTON, MA 02110
     ATTN: ROBERT BUTZIER

(3) WILMINGTON TRUST COMPANY as
     TRUSTEE
     RODNEY SQUARE NORTH
     1100 NORTH MARKET STREET
     WILMINGTON, DE 19890-1615
     ATTN: DAVID VANASKEY

                  About Capital Corp of the West

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

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

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


CARAUSTAR INDUSTRIES: Court OKs Deloitte as Auditor and Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Caraustar Industries Inc. and its debtor-affiliates to
employ Deloitte & Touche LLP as independent auditor and Deloitte
Tax LLP as tax consultants.

Deloitte & Touche will audit Debtors' retirement plan's financial
statements and schedules for the year ended December 31, 2008, and
financial statement of their employees' savings plan.

Deloitte Tax, among other things, advise the Debtors in
identifying the potential federal, state and local and
international income tax implications associated with any proposed
restructuring alternatives to be evaluated by the Debtors which
may include debt-for-equity exchanges, debt-for-debt exchanges,
disposition of assets, rationalization of their corporate
structure or other strategic alternatives.

The firm will be paid at these rates:

   Designation                  Hourly Rate
   -----------                  -----------
   Partner/Principal/Director   $635
   Senior Manager               $565
   Manager                      $485
   Senior                       $335
   Staff                        $280

To the best of the Debtors' knowledge, the firms are
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                    About Caraustar Industries

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

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


CARAUSTAR INDUSTRIES: King & Spalding Approved as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Caraustar Industries Inc. and its debtor-affiliates to
employ King & Spalding as their counsel.

The firm is expected to:

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

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

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

  d) negotiate and prepare on behalf of the Debtors a plan, a
     disclosure statement, and all related documents, and to
     perform all legal services necessary to effect a successful
     restructuring; and

  e) negotiate and prepare documents relating to the disposition
     of assets, as requested by the Debtors.

The firm's professionals will charge the Debtors at these rates:

     Professionals             Designation          Hourly Rate
     -------------             -----------          -----------
     James A. Pardo, Jr., Esq. Partner              $815
     Mark M. Maloney, Esq.     Partner              $640
     Michelle L. Carter, Esq.  Associate            $440
     Jessica S. Jackson, Esq.  Associate            $310
     Missy Heinz               Senior Paralegal     $245

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

                    About Caraustar Industries

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

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


CARLOS PEREZ: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carlos Ignacio Perez
           aka Carlos Perez Blanco
        12431 Crabapple Meadow Way
        Alpharetta, GA 30009

Bankruptcy Case No.: 09-75826

Chapter 11 Petition Date: June 19, 2009

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

Judge: W. Homer Drake

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  Leon S. Jones, Esq.
                  Jones and Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: lpineyro@joneswalden.com

Total Assets: $1,122,050

Total Debts: $1,615,824

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

          http://bankrupt.com/misc/ganb09-75826.pdf

The petition was signed by Danilo Rico, president of the Company.


CATHERINE QUAIL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Catherine Teresa Quail
        538 Adelphia Rd.
        Freehold, NJ 07728

Bankruptcy Case No.: 09-26022

Chapter 11 Petition Date: June 20, 2009

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

Debtor's Counsel: Steven Abelson, Esq.
                  63 West Main Street
                  PO Box 7005
                  Freehold, NJ 07728
                  Tel: (732) 462-4773
                  Email: sjaesq@sjabelson.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 Ms. Quail.


CHALLENGER ENERGY: Agrees to Merger With Canadian Superior
----------------------------------------------------------
Canadian Superior Energy Inc. (CA:SNG) (NYSE Amex: SNG) and
Challenger Energy Corp. (CA:CHQ) have entered into an arrangement
agreement providing for the acquisition by Canadian Superior of
Challenger.  Canadian Superior will acquire all of the outstanding
common shares of Challenger in exchange for the issuance of 0.51
of a common share of Canadian Superior for each outstanding
Challenger Share.

Based on the 20 day volume weighted average trading price of the
Canadian Superior Shares, the exchange ratio equals a price of
C$.4345 per Challenger Share and represents a 36% premium to
Challenger's closing trading price on June 18, 2009 and a 15%
premium to the 20 day volume weighted average trading price of the
Challenger Shares.  The total transaction value, including the
assumption of roughly C$54.4 million in Challenger's net debt, is
roughly C$77.8 million.

Characteristics of the Pro Forma Company:

   -- Current Western Canadian production of roughly 3,050 boepd
      (85% natural gas); with an additional 300 boepd behind pipe
      and over 146,000 net undeveloped in Alberta and BC;

   -- A diversified suite of oil and natural gas exploration and
      development assets located in Canada, Trinidad and Tobago,
      and North Africa and a liquefied natural gas ("LNG") project
      located on the east coast of the United States;

   -- A market capitalization in excess of C$160.6 million (based
      on the current trading price of the Canadian Superior
      Shares);

   -- Approximately 195.8 million shares outstanding.

Canadian Superior has said that, as part of its restructuring
pursuant to the Companies' Creditors Arrangement Act, it has
reached an agreement with Centrica plc, under which Centrica will
acquire from Canadian Superior a 45% interest in Block 5(c),
located offshore Trinidad, for US$142.5 million in cash.  The
Centrica agreement is subject to the satisfaction of certain
conditions including pre-emption rights from existing field
partners and to the approval by the Court of Queen's Bench of
Alberta, and by the Ministry of Energy and Energy Industries of
the Government of Trinidad and Tobago.

Canadian Superior intends to exit CCAA with these assets in place
-- a 25% interest in Block 5(c) and its MG exploration block, both
in Trinidad, all of its Western Canadian producing properties, its
interest in the 7th of November block offshore Libya and Tunisia,
its Liberty Natural Gas LNG project in New Jersey, and its
offshore Nova Scotia exploration acreage.  In addition the Company
will reconstitute its Board of Directors, make additions to senior
management, and also intends to have in place a new undrawn credit
facility, with sufficient funding to execute its anticipated 18-
month capital program.

                 Transaction Terms and Conditions

The transaction is to be effected by way of an arrangement under
the Canada Business Corporations Act.  Completion of the
Arrangement, which is anticipated to occur in late August, is
subject to, among other things, the requisite approval of the
holders of Challenger Shares (Challenger Shareholders), the
approval of the Court of Queen's Bench of Alberta, the receipt of
all necessary regulatory and stock exchange approvals, and certain
closing conditions that are customary for a transaction of this
nature.

The Board of Directors of Challenger has unanimously determined
that the proposed Arrangement is in the best interests of, and
fair to, Challenger and its stakeholders, and unanimously
recommends that Challenger Shareholders vote in favour of the
Arrangement at the upcoming meeting.  Each of the directors and
officers of Challenger, who collectively hold approximately 2% of
the outstanding Challenger Shares, have agreed to enter into
support agreements pursuant to which each has agreed to vote in
favour of the Arrangement.

The Arrangement Agreement prohibits Challenger from soliciting or
initiating any discussion regarding any other business combination
or sale of material assets, contains provisions for Canadian
Superior to match competing, unsolicited proposals and provides
for a mutual C$3 million termination fee payable in certain
circumstances.

                        Financial Advisors

Jennings Capital Inc. is acting as financial advisor to the
Independent Committee of the Board of Directors of Canadian
Superior with respect to the Arrangement and has advised the
Independent Committee and the Board of Directors of Canadian
Superior that it is of the opinion that the consideration to be
offered by Canadian Superior pursuant to the proposed Arrangement
is fair, from a financial point of view, to Canadian Superior and
its shareholders.

Peters & Co. Limited is acting as financial advisor to Challenger
in connection with its review of strategic alternatives and the
Arrangement and has advised the Board of Directors of Challenger
that it is of the opinion, as of the date hereof, that the
consideration to be received by the Challenger Shareholders
pursuant to the proposed Arrangement is fair, from a financial
point of view, to the Challenger Shareholders.

                      Extension of CCAA Stay

As reported by the Troubled Company Reporter on June 9, 2009,
Challenger Energy has been granted an extension of the stay of
proceedings to July 24, 2009, to the previous court order that
was granted on April 20, 2009, which had extended the stay of
proceedings from April 20, 2009, to June 4, 2009, from the Court
of Queen's Bench of Alberta, Judicial District of Calgary for
protection under the Companies' Creditors Arrangement Act
(Canada).

The TCR also said Canadian Superior Energy's application to the
Court of Queen's Bench of Alberta for an Order under the
Companies' Creditors Arrangement Act (Canada) to extend its CCAA
protection has been granted, allowing the Company to continue to
prepare a plan of arrangement for its creditors, and staying all
claims and actions against the Company and its assets.  The
extension under the Order granted will be in effect until July 24,
2009, at which time the matter will be reviewed by the Court.

                  About Canadian Superior Energy

Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a
Calgary, Alberta, Canada based diversified global energy company
engaged in the exploration and production of oil and natural gas
with operations or projects located in Canada, Trinidad and Tobago
and North Africa.  Canadian Superior is also developing a
liquefied natural gas project on the East Coast of the United
States.

                      About Challenger Energy

Challenger Energy Corp. -- http://www.challenger-energy.com/-- is
a Calgary, Alberta, Canada based oil and gas exploration company
which has invested approximately US$80.1 million in exploration
expenditures in Block 5(c) offshore Trinidad and Tobago.


CHENIERE ENERGY: Registers $38.3MM Shares Under Incentive Plan
--------------------------------------------------------------
Cheniere Energy, Inc., filed with the Securities and Exchange
Commission a Form S-8 Registration Statement to register 1,000,000
shares of common stock, par value $0.003 per share, under the
Cheniere Energy, Inc. 2003 Stock Incentive Plan, as amended to
date, together with an indeterminate amount of Plan interests.

The Proposed Maximum Aggregate Offering Price is $38,350,000.

The number of previously registered shares had been adjusted to
2,000,000 shares of Common Stock to reflect the two-for-one stock
split.  The Company's Registration Statement No. 333-127266
previously registered 6,000,000 additional shares of Common Stock
that may be issued under the Plan and included an indeterminate
number of shares that may be issuable by reason of stock splits,
stock dividends or similar transactions.  Registration Statement
No. 333-134886 previously registered 3,000,000 additional shares
of Common Stock under the Plan that may be issued under the Plan
and included an indeterminate number of shares that may be
issuable by reason of stock splits, stock dividends or similar
transactions.  The aggregate number of shares issuable pursuant to
the Plan and registered pursuant to the current and the earlier
registration statements is 21,000,000 shares of Common Stock.

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

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


CHINA DIGITAL: Goodbye Kabani, Hello Goldman Parks
--------------------------------------------------
The Board of Directors of China Digital Communication Group on
June 10, 2009, dismissed Kabani & Company, Inc., as its
independent registered public accounting firm.

The Board appointed Goldman Parks Kurland Mohidin LLP as the
Company's new independent registered public accounting firm.

The Company's Board of Directors participated in and approved the
decision to change the independent registered public accounting
firm.

Kabani's reports on the Company's financial statements for the
years ended December 31, 2007 and 2008 and during the subsequent
interim period through June 10, 2009, did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.

According to the Company, during the years ended December 31,
2007, and 2008 and during the subsequent interim period through
June 10, 2009, there were no disagreements on any matter of
accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which disagreements
if not resolved to their satisfaction would have caused them to
make reference in connection with Kabani's opinion to the subject
matter of the disagreement.

The Company also notes that, during the years ended December 31,
2007 and 2008 and during the subsequent interim period through
June 10, 2009, the Company did not consult with GPKM regarding (1)
the application of accounting principles to a specified
transactions, (2) the type of audit opinion that might be rendered
on the Company's financial statements, (3) written or oral advice
was provided that would be an important factor considered by the
Company in reaching a decision as to an accounting, auditing or
financial reporting issues, or (4) any matter that was the subject
of a disagreement between the Company and its predecessor auditor.

                      About China Digital

China Digital Communication Group and Subsidiaries Inc., (OTC:
CHID) -- www.chinadigitalgroup.com/ -- changed its name and
business in 2004, when it bought Billion Electronics and its
wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly $7 million
in cash and stock; the following year, it sold Galaxy View for
$3 million.  The company is headquartered in Shenzhen, Guangdong,
Republic of China.

In an April 2008 filing with the U.S. Securities and Exchange
Commission, Kabani & Company, Inc., raised substantial doubt about
the ability of China Digital Communication Group and Subsidiaries
Inc., to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2007.
The auditor pointed to the company's accumulated deficit of
$12,078,964 at December 31, 2007, which included net losses for
the years ended December 31, 2007 and 2006.


CHRISTOPHER BELL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Christopher Heaston Bell
               Dorothy Ann Bell
               4702 North 68th Way
               Scottsdale, AZ 85251

Bankruptcy Case No.: 09-13897

Chapter 11 Petition Date: June 19, 2009

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

Judge: James M. Marlar

Debtors' Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $2,054,336

Total Debts: $2,640,750

A list of the Company's 18 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/azb09-13879.pdf

The petition was signed by the Joint Debtors.


CJH DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Cjh Development, LLC
        56 E. Windmill Lane
        Las Vegas, NV 89123

Bankruptcy Case No.: 09-20663

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.com

Estimated Assets: $0 to $50,000

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

The Debtor identified Stearns-Bank with Parcel Nos. 177-16-101-002
& 177-16-101-009 claim for $4,000,000 as its largest unsecured
creditor.  A full-text copy of the petition is available for free
at http://bankrupt.com/misc/nvb09-20663.pdf

The petition was signed by Jeannie Kim, managing member of the
Company.


COMPLICATED LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Complicated, L.L.C.
           aka MCI Properties, L.L.C.
           aka MCI Investments
           aka Suzuki of OKC, L.L.C.
        P.O. Box 6449
        Norman, OK 73070

Bankruptcy Case No.: 09-13269

Chapter 11 Petition Date: June 20, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Jacqueline H. Burgos-Garritson, Esq.
                  1 N Hudson, Suite 520
                  Oklahoma City, OK 73102
                  Tel: (405) 272-4107
                  Fax: (405) 272-4108
                  Email: Burgosgarritsonlaw@yahoo.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 Brenda Wyatt, manager of the Company.


CONGOLEUM CORPORATION: Amends Business Relations Deal with ABI
--------------------------------------------------------------
Congoleum Corporation disclosed in a filing with the Securities
and Exchange Commission that it and American Biltrite, Inc., its
controlling shareholder, entered into an Amendment to Business
Relations Agreement, which extended the term of the Business
Relations Agreement until the earlier of (a) the effective date of
a Plan of Reorganization for the Company, after a final order of
confirmation, or (b) March 31, 2010.  The amendment was approved
by the United States Bankruptcy Court for the District of New
Jersey on June 9, 2009.

The Company also related that on June 17, 2009, the Company and
ABI entered into a Seventh Amendment to Personal Services
Agreement, which extended the term of such Personal Services
Agreement until the earlier of (a) the effective date of a Plan of
Reorganization for the Company, after a final order of
confirmation, or (b) March 31, 2010.  The amendment was approved
by the Court on June 9, 2009.

A full-text copy of the Amendment to Business Relations Agreement
is available for free at http://ResearchArchives.com/t/s?3e0b

A full-text copy of the Seventh Amendment to Personal Services
Agreement is available for free at:

                http://ResearchArchives.com/t/s?3e0c

                      About American Biltrite

American Biltrite Inc.'s (ABI) operations include its Tape
Division; a controlling interest in K&M Associates L.P., a Rhode
Island limited partnership (K&M), and ownership of a Canadian
subsidiary, American Biltrite (Canada) Ltd. (AB Canada).  The Tape
Division produces adhesive-coated, pressure-sensitive papers and
films used to protect material during handling or storage or to
serve as a carrier for transferring decals or die-cut lettering.
K&M is a designer, supplier, distributor and servicer of a variety
of adult, children's and specialty items of fashion jewelry and
related accessories throughout the United States and Canada.  AB
Canada produces resilient floor tile, rubber tiles and rolled
rubber flooring and industrial products (including conveyor
belting, truck and trailer splash guards and sheet rubber
material) and imports certain rubber and tile products from China
for resale.

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  On March 3, the Bankruptcy Court stayed the Order of
Dismissal pending entry of a final non-appealable decision
affirming the Order of Dismissal.  Appeal proceedings are underway
before the District Court.


CONSECO INC: Risk-Based Capital Ratio Benefits Under NAIC Action
----------------------------------------------------------------
Conseco, Inc., said a recent National Association of Insurance
Commissioners action to modify the mortgage experience adjustment
factor for 2009 will benefit its risk-based capital ratio.

Conseco's life insurance subsidiaries are subject to risk-based
capital requirements pursuant to statutory rules and regulations.
To determine the amount of required risk-based capital, the
regulations include a "mortgage experience adjustment factor" that
is applied to the company's entire portfolio of commercial
mortgage loans.

At the recently concluded NAIC summer meeting, a proposal to
modify the mortgage experience adjustment factor calculation was
adopted for the year 2009.  On a pro-forma basis as of March 31,
2009, the revised calculation reduces the amount of capital
Conseco's insurance subsidiaries are required to hold, increasing
the company's consolidated risk-based capital ratio by more than
25 points.

"It is our understanding that the Capital Adequacy Task Force of
the NAIC will monitor market conditions and progress on proposals
that may result in modifying or extending the proposal beyond
2009.  There can be no assurance that the short-term adjustment
will continue beyond 2009," COnseco said in a statement.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on January 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.

On March 4, 2009, A.M. Best downgraded the financial strength
ratings of Conseco's primary insurance subsidiaries to "B" from
"B+" and such ratings have been placed under review with negative
implications.

Conseco reported a first quarter 2009 net income of $24.5 million
compared to a net loss of $7.2 million in the year-earlier
quarter.  Conseco had $28.5 billion in total assets, $26.9 billion
in total liabilities, and $1.59 billion in stockholders' equity as
of March 31, 2009.

Conseco said it has significant indebtedness which will require
over $165 million in cash to service in the next 12 months
(including the additional interest expense required after the
modification to its Second Amended Credit Facility.  Pursuant to
Conseco's Second Amended Credit Facility, Conseco must maintain
certain financial ratios.  The levels of margin between the
financial covenant requirements and the Company's financial
status, both at March 31, 2009, and the projected levels for the
next 12 months, are relatively small and a failure to satisfy any
of the financial covenants at the end of a fiscal quarter would
trigger a default under the Second Amended Credit Facility.
Achievement of the Company's operating plans is a critical factor
in having sufficient income and liquidity to meet debt service
requirements for the next 12 months and other holding company
obligations and failure to do so would have material adverse
consequences for the Company.


COYOTES HOCKEY: Geographic Restriction in Contract Upheld
---------------------------------------------------------
WestLaw reports that the requirement under a Chapter 11 debtor-
franchise owner's agreement with a national hockey league that the
franchise team play all of its home games in the designated city
was not a contract term prohibiting, restricting, or conditioning
the assignment of the agreement within the meaning of the
Bankruptcy Code's anti-assignment statute authorizing a debtor's
assumption and assignment of an executory contract despite a
contract provision or other applicable law prohibiting,
restricting, or conditioning the contract's assignment.  Thus, the
location restriction could not be excised from the contract under
the statute, an Arizona bankruptcy court ruled, as a matter of
apparent first impression, in a case that appeared to be the first
in which a professional sports team sought to use rights under the
Bankruptcy Code to force the sale and relocation of the team.  In
re Dewey Ranch Hockey, LLC, --- B.R. ----, 2009 WL 1702767 (Bankr.
D. Ariz.).

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May
5, 2009.  The Debtors are represented by Thomas J. Salerno, Esq.,
at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their
assets and liabilities are between $100 million and $500 million.

As widely reported, Jim Balsillie, Research in Motion Ltd.'s co-
chief executive officer, offered to buy the Phoenix Coyotes for
$212 million and move the NHL team to Hamilton, Ontario, and the
League balked at the relocation proposal.  Mr. Balsillie was
unsuccessful in 2007 when he attempted to buy and relocate the
Nashville Predators, and lost a similar bid in 2006 to buy and
relocate the Pittsburgh Penguins.


CRITICAL ACCESS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
The Associated Press reports that Critical Access Health Services
Corp. has filed for Chapter 11 bankruptcy protect in the U.S.
Bankruptcy Court for the Southern District of Indiana.

Critical Access listed $1 million to $10 million in assets and
$10 million to $50 million in debts.

Critical Access said in a statement that it will negotiate for St.
Vincent Health or another company to operate the hospital.  St.
Vincent, says The AP, will provide management services during the
reorganization.

Critical Access said in the bankruptcy petition that the hospital
had assets between $1 million and $10 million and debts between
$10 million and $50 million.

Critical Access Health Services Corp., dba Washington County
Memorial Hospital, is based in Salem, Indiana.


CRYSTAL GARDEN: Seeks to Employ Wright Ginsberg as Counsel
----------------------------------------------------------
Crystal Garden Properties, L.P., seeks permission from Judge
Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, to hire Wright Ginsberg
Brusilow, P.C., as general counsel, pursuant to Section 327 of the
Bankruptcy Code.

Effective June 1, Wright Ginsberg agreed to, among other things,
(i) take all necessary action to protect and preserve the Debtor's
estate, (ii) to prepare on behalf of the Debtor all pleadings in
connection with the administration of the estate, and (iii) to
formulate, negotiate, and propose a plan of reorganization, if
justified.

The firm will charge the Debtor at its usual hourly rates and will
seek reimbursement of all out-of-pocket expenses.

Wright Ginsberg, its associates, shareholders, and other members,
to the best of the Debtor's knowledge, do not hold or represent
any interest adverse to the Debtor, or its estate, in the matters
upon which said law firm is to be engaged.

E.P. Keiffer, Esq., shareholder at Wright Ginsberg, disclosed that
the firm represented Troy Clanton, who is 99% limited partner of
the Debtor and 100% owner of the general partner of the Debtor in
various matters, specifically with regard to Troy Clanton's
involvement in Senior Management Services of Treemont, Inc., et
al., (SMSA); Jointly Administered Under Case No. 07-30230-HDH-ll,
which resulted in thc creation of the priority consensual second
lien on the Debtor's real property.  Counsel has and continues to
represent Troy Clanton in defense of guaranty and other collection
suits in State Court which arose out of the demise of SMSA and
Troy Clanton's role as principal officer and director of those
entities.  Counsel is owed fees in excess of $75,000 by Troy
Clanton, but not by the Debtor.  WGB has no lien or lien interest
in any interest held by any party with regard to this Debtor.
Specific contingent creditors Rose Rabon and Kurt Ravenstein have
agreed to allow fees of to be paid to WGB prior to the discharge
of their lien position of up to $50,000 if the sales price for the
real property is sufficient to convert their claims from
contingent to actual.

Crystal Garden Properties, L.P., filed for Chapter 11 on June 1,
2009 (Bankr. N.D. Tex. Case No. 09-43250).  Judge Russell F. Nelms
handles the case.  In its bankruptcy petition, the Debtor
disclosed total assets of $16,000,000 against debts of $6,431,074.


DAN RIVER: PBGC Assumes Underfunded Pension Plans
-------------------------------------------------
The Pension Benefit Guaranty Corporation assumed responsibility
for the pensions of more than 6,000 former workers and retirees of
Dan River Inc., a home textile products retailer in Danville, Va.

The PBGC stepped in because Dan River is liquidating substantially
all of its assets in bankruptcy proceedings.  Additionally, the
company's pension plans are insufficiently funded and would be
unable to pay benefits when due.  The three plans are the Dan
River Inc. Hourly Retirement Plan, the Dan River Inc. Salary
Retirement Plan, and the Bibb Company Pension Plan.

Dan River retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.

Together, the plans are 46% funded, with assets of $40 million to
cover $86 million in benefit liabilities.  The agency expects to
be responsible for the entire $46 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on Jan. 31,
2009.

Within the next several weeks, the PBGC will send notification
letters to all participants in Dan River's retirement plans. 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 April 20, 2008, which set a maximum guaranteed amount of
$51,750 for a 65-year-old.  The agency became trustee of the plan
on June 8, 2009.

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.

Dan River retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by approximately $24.1 million as the claim was
previously included at a lower estimated amount in the agency's
fiscal year 2008 financial statements, in accordance with
generally accepted accounting principles.

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

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.danriver.com/-- was a designer, manufacturer and
marketer of home fashions and apparel fabrics such as comforters,
bed sheets, and pillowcases.  The company first sought bankruptcy
protection on March 31, 2004 and emerged on Feb. 15, 2005.  Dan
River's operations were acquired by GHCL Ltd. in January 2006 for
roughly $93 million consisting of $17 million in cash plus the
assumption of $76 million in short- and long-term debt.  The
company attempted to restructure again outside of bankruptcy, but
was unable to attract the necessary capital.  The company filed
for Chapter 11 protection for a second time on April 20, 2008
(Bankr. D. Del. Lead Case No. 08-10727).  Margaret M. Manning,
Esq., at Whiteford Taylor & Preston, LLP represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 3
appointed creditors serve on an Official Committee of Unsecured
Creditors.  Donald J. Detweiler, Esq., Sandra G. Selzer, Esq., and
Dennis A. Merino, Esq., at Greenberg Traurig, LLP represent the
Creditors' Committee.  In their schedules, Dan River Holdings LLC,
et al. listed assets of $69,249,420 and debts of $143,294,152.  In
December 2008, the case converted to a Chapter 7 liquidation.


E*TRADE FINANCIAL: Offers Zero Coupon Bonds for High-Yield Notes
----------------------------------------------------------------
E*TRADE FINANCIAL Corporation launched its debt exchange offer for
certain of its outstanding high-yield notes, on the terms and
subject to the conditions set forth in the Offering Memorandum and
Consent Solicitation dated June 22, 2009 and the related letter of
transmittal.  The consummation of the Exchange Offer will be
subject to certain conditions, including the closing of the
Company's announced registered public offering which priced on
June 18, 2009, shareholder approval and regulatory approval.

Affiliates of Citadel Investment Group L.L.C., the Company's
largest stock and bond holder, have agreed to participate in the
Exchange Offer.

The Company is offering to exchange more than $1 billion of newly-
issued zero coupon Convertible Debentures due 2019 for all of its
8% Senior Notes due 2011 and a portion of its 12.5% Springing Lien
Notes due 2017.  The Company is offering to exchange $1,000
principal amount of Debentures for every $1,000 principal amount
of the Notes tendered in the Exchange Offer.

The Exchange Offer is designed to significantly reduce the
Company's debt service burden by eliminating interest costs
relating to those debt securities that are exchanged and
lengthening the weighted-average maturity of its debt securities.
The Debentures will have a maturity of 10 years and will be
convertible into shares of common stock at an initial conversion
price of $1.0340 per share for Class A Debentures and $1.5510 per
share for Class B Debentures, which is 150% of the initial
conversion price of the Class A Debentures.  The terms of the
Class A Debentures and the Class B Debentures will be identical
except for the initial conversion price.

Holders of the Notes that have tendered and not validly withdrawn
their notes by midnight, New York City time, on July 1, 2009, will
receive Class A Debentures and holders that tender their notes
after such time and before the expiration of the Exchange Offer,
will receive Class B Debentures.  The Exchange Offer will expire
at midnight, New York City time, on the date of the vote at the
special shareholder meeting the Company will call to approve the
issuance of the exchange consideration in the Exchange Offer under
applicable NASDAQ Marketplace Rules, the issuance of up to
365 million shares of common stock in additional debt exchange
offers and to increase the authorized shares of Company common
stock, among other things, which is expected to occur in mid-
August.

Citadel has agreed to tender an aggregate principal amount of at
least $800 million face value of the Company's long-term debt,
including not less than $200 million face value of the 2011 Notes
and not less than $600 million, nor more than $1 billion face
value of the 2017 Notes, subject to reduction under certain
circumstances.  The Company is offering to exchange all of its
2011 Notes and up to $310 million of its 2017 Notes not held by
Citadel on the same terms.

As reported by the Troubled Company Reporter on June 18, 2009, the
Company launched a registered public offering of $400 million of
its common stock.  The proceeds from the Common Stock Offering
will provide additional equity capital, primarily for E*TRADE Bank
and secondarily for other corporate purposes.  Citadel has
committed to place an order with the underwriters to purchase
either $50 million or $100 million of stock in the Common Stock
Offering, depending on the public offering price.

The Company will solicit consents to amendments and waivers of
certain provisions of the indentures governing the Notes during
the period ending at midnight, New York City time, on July 1,
2009, unless extended.  If the required consents are obtained, the
Company will pay to holders that deliver a consent during the
Early Tender Period, but do not tender the related Notes, a
consent fee of $5.00 per $1,000 principal amount of Notes to which
such consent relates.  Holders tendering their Notes during the
Early Tender Period will be automatically deemed to have delivered
consent to each such amendment and waiver, and to have waived any
consent fee, in each case as to their tendered Notes.  Approval of
the amendments requires, in each case, consent of a majority of
the outstanding series of Notes, both including and excluding
Notes held by Citadel.  Citadel has agreed to tender Notes or
provide consent as necessary to ensure that consents with respect
to a majority of the aggregate principal amount of each of the
2011 Notes and 2017 Notes are delivered by the end of the Early
Tender Period, and has waived its right to a consent fee with
respect to any and all such Notes unless the exchange offer is not
consummated.

The Company's ability to execute the Exchange Offer requires,
among other things, shareholder approval at the Special Meeting.
In addition to approval by shareholders, the extent of Citadel's
participation in the Exchange Offer is subject to approval from
E*TRADE's primary federal banking regulator, the Office of Thrift
Supervision.

J.P. Morgan Securities Inc. has been retained as the Company's
exclusive financial advisor in connection with the Exchange Offer.
The Company is paying customary fees for these services and has
agreed to indemnify it for certain liabilities.  J.P. Morgan
Securities Inc.'s compensation for its advisory services with
respect to the Exchange Offer is in no way contingent on the
results or the success of the exchange offer or consent
solicitation relating to any outstanding notes, and J. P. Morgan
Securities Inc. has not been retained to, and will not, solicit
acceptances of the Exchange Offer or consents to any outstanding
notes or make any recommendations with respect thereto.

In connection with the Special Meeting, E*TRADE FINANCIAL
Corporation will file a preliminary proxy statement with the
Securities and Exchange Commission and expects to file and mail a
definitive proxy statement to shareholders as soon as practicable.

The definitive proxy statement and other documents also may be
obtained for free from E*TRADE FINANCIAL Corporation, Attn:
Corporate Secretary, 135 East 57th Street, New York, New York,
10022.

E*TRADE FINANCIAL Corporation and its directors, executive
officers and other members of management and employees may be
deemed participants in the solicitation of proxies in connection
with the Special Meeting.  Information concerning the interests of
these persons, if any, in the matters to be voted upon is set
forth in the proxy statement.

                      About E*TRADE FINANCIAL

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

                           *     *     *

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

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

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


E*TRADE FINANCIAL: S&P Cuts Counterparty Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on E*TRADE Financial Corp., as
well as the senior debt ratings on the 8.0% notes due 2011 and the
12.5% springing lien notes due 2017, to 'CC' from 'CCC-'.  At the
same time, S&P affirmed the 'CCC-' senior debt rating on the
7.375% notes due 2013 and the 7.875% notes due 2015.  S&P also
affirmed the 'CCC+' counterparty credit and certificate of deposit
ratings on E*TRADE Bank.  S&P remove the ratings from CreditWatch-
Negative, where they were placed May 21, 2009.  The outlook is
negative.

The rating actions follow E*TRADE's announcement of a $400 million
common equity offering and a debt exchange for two issues of long-
term debt.  "These actions, if successful, will modestly improve
the bank's equity foundation, lengthen the maturity structure of
the holding company's long-term debt, and materially lower
interest servicing requirements.  But S&P views these transactions
as a short-term fix to a long-term problem," said Standard &
Poor's credit analyst Charles D. Rauch.  The holding company will
still carry a relatively large amount of long-term debt on its
balance sheet, and its financial capacity to service the remaining
interest-bearing debt remains weak.

The company is offering to exchange -- at par -- the 8.00% senior
notes due 2011 and the 12.5% springing lien notes due 2017 for 10-
year zero-coupon convertible notes.  Because the exchange is under
duress and bondholders are giving up substantial interest income,
S&P consider this to be a distressed debt exchange.

The Office of Thrift Supervision, E*TRADE Bank's chief regulator,
had advised the company to increase capital at the bank and lower
holding company debt.  Failure to do so could lead to supervisory
action. Even without the threat of supervisory action, S&P
believes E*TRADE's financial capacity to service existing debt is
weak.  E*TRADE had $3.15 billion of outstanding debt at the
holding company and $681 million of tangible common equity at the
consolidated entity as of March 31, 2009.  For these reasons, S&P
believes the debt exchange is being conducted under duress and S&P
is applying S&P's criteria for distressed exchange offerings.
This means the ratings are lowered to 'CC'.  Upon consummation of
the exchange offer, S&P will lower the holding company
counterparty credit rating to 'SD' (selective default) and lower
the senior debt ratings on the 8.00% senior notes due 2011 and the
12.5% springing lien notes due 2017 to 'D' (default).

The 7.375% notes due 2013 and the 7.785% notes due 2015 are not
part of the exchange offer and, consequently, S&P's ratings on
these are not affected.

E*TRADE and E*TRADE Bank face a number of difficulties servicing
holding-company debt.  E*TRADE has not been profitable during the
past two years.  The bulk of the proceeds from the planned common
stock offering will be downstreamed as equity into E*TRADE Bank,
leaving the holding company with little additional cash.

The negative outlook on E*TRADE reflects S&P's expectation that
S&P will lower the counterparty credit ratings upon completion of
the exchange offer.  The negative outlook on E*TRADE Bank reflects
S&P's concerns that profitability will remain weak in 2009 as the
bank continues to address asset-quality problems, and could still
be subject to adverse regulatory action.  Notwithstanding some
improving credit metrics in recent months, E*TRADE Bank could
still burn through the new equity infusion to cover high credit
losses in its large first-mortgage and home-equity loan books by
year end.


EASTBROOKE HOMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eastbrooke Homes, LLC
        Suite 430, 3075 Breckinridge Blvd.
        Duluth, GA 30096

Bankruptcy Case No.: 09-22520

Chapter 11 Petition Date: June 19, 2009

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

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.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/ganb09-22520.pdf

The petition was signed by Norman B. White, managing member of the
Company.


EDDIE BAUER: Receives Notice of Delisting From Nasdaq
-----------------------------------------------------
Eddie Bauer Holdings, Inc., received notice from the Nasdaq Stock
Market that it has determined that the Company's common stock will
be delisted from the Nasdaq Stock Market as a result of the
Company's Chapter 11 and CCAA (Canadian) bankruptcy protection
filings.

The notification advises the Company that, in accordance with
Listing Rules 5100, 5110(b) and IM 5100-1, unless the Company
appeals the delisting determination, trading of the Company's
common stock will be suspended at the opening of business June 26,
2009.  At that time, unless appealed, the Nasdaq Stock Market will
file a Form 25-NSE with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on the Nasdaq Stock Market.  The notification listed
the Company's bankruptcy filings as the primary reasons for the
determination to delist the Company's common stock.

                         About Eddie Bauer

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

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

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

Upon filing for bankruptcy, the Company entered into a "stalking
horse" agreement with an affiliate of CCMP Capital Advisors LLC,
under which CCMP Capital proposes to buy the Eddie Bauer business,
subject to an auction and Bankruptcy Court approval, for
$202 million in cash, with working capital and similar
adjustments.  CCMP Capital is a global private equity firm.  CCMP
Capital's legal advisor is Weil, Gotshal & Manges LLP.


EDJ LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: EDJ, LLC
        2139 Diamond Court
        Oldsmar, FL 34677

Bankruptcy Case No.: 09-13046

Chapter 11 Petition Date: June 19, 2009

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $811,429

Total Debts: $1,342,130

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

          http://bankrupt.com/misc/flmb09-13046.pdf

The petition was signed by Edward J. Eady, managing member of the
Company.


EDRA BLIXSETH: Has Until June 29 to Decide on Assets
----------------------------------------------------
The Associated Press reports that Edra Blixseth has until June 29
to arrange how she will part with jewelry, furs, cars, houses, art
and furniture.

As reported by the Troubled Company Reporter on June 18, 2009, the
Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana converted Ms. Blixseth's Chapter 11
reorganization case to a Chapter 7 liquidation proceeding.  Acting
U.S. Trustee Robert D. Miller Jr. said that Ms. Blixseth ignored
"repeated requests" to show that her assets, allegedly worth
millions of dollars, were insured.  Judge Kirscher rejected
Ms. Blixseth's appeal to reorganize her finances.

Dan Bain at Kpic.com relates that Ms. Blixseth must let go of more
than $107-million in assets to cover debts estimated to top
$350-million in a sale process to be coordinated by the court-
appointed trustee.

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

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


EMIGRANT BANCORP: Fitch Downgrades Issuer Default Ratings to 'B-'
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Emigrant Bancorp, Inc. to 'B-'.  In addition, Emigrant's
subsidiary banks' long-term and short-term IDRs were both
downgraded to 'B' and 'B', respectively.  The Outlook is Negative.

Emigrant Bancorp Inc:

  -- Long-term IDR downgraded to 'B-' from 'BB+';
  -- Short-Term IDR affirmed at 'B';
  -- Individual Rating downgraded to 'D/E' from 'C/D';
  -- Senior Debt downgraded to 'CCC/RR6' from 'BB+';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

The rating action reflects significant degradation of asset
quality metrics over the last six months.  Using the latest
regulatory report filed with the Federal Reserve Bank,
nonperforming assets represent 11.3% of loans and other real
estate on March 31, 2009.  Previously, delinquencies had been
focused on the residential loan book.  Offsetting the high level
of nonperforming assets in this book are conservative loan-to-
values, which negated any recognition of losses upon disposition
of the property.  While this still may be the case, evidenced by
net charge-offs representing only 6 basis points on March 31,
2009, Fitch does not view this as sustainable.  More concerning is
the deterioration in Emigrant's commercial book, which Fitch
believes will likely lead to sharply higher charge-offs than
historical experience.  This will place renewed pressure on the
capital position, should the reserve prove inadequate. While the
level of loan loss reserves on March 31, 2009 has shown
improvement, Fitch does not view the level of reserves and capital
as sufficient given the current level of NPAs.  A lack of earnings
generation during the first quarter and in 2008, largely from
write-downs in its securities book, has made capital building
efforts more difficult.

Since Fitch's last rating action in October 2008, Emigrant has
taken several steps to augment its regulatory capital position.
Foremost, it sold $267 million of preferred stock to the U.S.
Treasury under its Capital Purchase Program.  Consequently,
regulatory capital ratios improved.  The tangible common equity
capital ratio still exhibits extreme stress on capital, declining
to 1.36% on March 31, 2009 from 2.32% on Dec. 31, 2008.  Recent
investment sales and market pricing during the second quarter have
improved capital ratios from the March 31, 2009 level.  Tangible
capital reflects the unprecedented movement of market prices in
the security portfolio, which is primarily composed of securities
issued by financial services companies.  Regulatory capital ratios
remain well capitalized as defined by capital regulation
standards.

Parent company liquidity on March 31, 2009 totaled $210.7 million,
of which $26.4 million is cash and the remainder is highly liquid
government securities.  While the current level of liquidity
provides substantial coverage for debt service on the preferred
and other debt securities at the holding companies, the risk of
regulatory authorities requiring capital augmentation at the
regulated bank subsidiaries is elevated, in Fitch's opinion.
Consequently, the level of liquidity at the holding companies
could be adversely affected.

The Negative Outlook reflects Fitch's concern about the level of
capital and the ability to support the high level of NPAs.

The following Emigrant subsidiaries have also been affected by the
rating action, and Fitch has taken these actions:

Emigrant Bank

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Savings Bank - Manhattan

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Savings Bank - Brooklyn/Queens

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Savings Bank - Long Island

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Savings Bank - Bronx/Westchester

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Mercantile Bank

  -- Long-term IDR downgraded to 'B' from 'BBB-';
  -- Long-term Deposits downgraded to 'B+/RR2' from 'BBB';
  -- Short-Term IDR downgraded to 'B' from 'F3';
  -- Short-Term Deposits downgraded to 'B' from 'F3';
  -- Individual Rating downgraded to 'D/E' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Emigrant Capital Trust I

  -- Preferred Stock downgraded to 'CC/RR6' from 'BB-'.

Emigrant Capital Trust II

  -- Preferred Stock downgraded to 'CC/RR6' from 'BB-'.


ENVISION HOSPITALS: Failed Hospital Investment Led to Ch 7 Filing
-----------------------------------------------------------------
Ken Alltucker at The Arizona Republic reports that Envision
Hospital Corp. has filed for Chapter 7 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Arizona, listing
less than $100,000 in assets and more than $15 million in debts.

The Arizona Daily states that Envision Hospital's former corporate
office on North Scottsdale Road, which had managed thousands of
doctors and nurses and other hospital workers, is empty.

Court documents say that Envision Hospital, then known as Doctors
Community Healthcare Corp., acquired Hadley Memorial Hospital in
Washington, D.C., for $10.3 million, with $1 million in cash.  It
assumed a $300,000 lease and financed the rest, according to court
documents.  The Arizona Daily quoted Pennsylvannia-based hospital
consultant Joshua Nemzoff as saying, "His (Envision Hospital CEO
Paul Tuft) model was to buy troubled assets."

According to The Arizona Republic, Envision Hospital bought
hospitals including:

     -- Greater Southeast Community Hospital in D.C.,
     -- Michael Reese Hospital in Chicago, and
     -- Pacifica of the Valley hospital.

The Arizona Republic states that Envision Hospital's strategy
included taking bets on hospitals that other health-care companies
deemed risky.  The Arizona Republic states that Michael Reese
Hospital deterred investors due to a labor dispute.  The report
says that Envision Hospital asked its physicians and workers to
invest in the hospital through an employee stock-purchase plan,
but those who provided credit to the hospital said that the deals
couldn't hide its growing insolvency.  The amount Envision
Hospital owed to creditors increased to $460 million at the end of
2002, from $282 million at the end of 2000.

The Arizona Republic reports that when National Century failed,
Mr. Tuft orchestrated a deal to acquire the company's hospitals
through the Bankruptcy Court.

Citing analysts, The Arizona Republic states that competitive
forces may have ultimately doomed the hospital corporation.
According to The Arizona Republic, Mr. Nemzoff said that Envision
Hospital never was able to gain a foothold in the large markets of
Washington, D.C., and Chicago.  The report states that the
hospital never could negotiate good contracts with insurance
companies and had trouble accessing capital.  Envision Hospital
then sold its Washington, D.C., hospitals amid pressure from the
D.C. City Council, while its Michael Reese Hospital in Chicago is
winding down operations and has filed for bankruptcy protection,
the report says.  According to the report, Pacifica of the Valley
also collapsed.  "They had a very difficult time competing.  If
you are a two-hospital town, then you can compete with one
hospital.  When you have 35 hospitals in (a larger market), you
don't have that luxury," the report quoted Mr. Nemzoff as saying.

Envision Hospital, says The Arizona Republic, lost accreditation
from the Joint Commission, the industry's main accrediting body.
The Arizona Republic states that Envision Hospital was also
subjected to a Washington, D.C., Health Department inspection that
yielded several violations for the hospital's staffing and a lack
of medical equipment, while the City Council held a trio of
hearings that included questions about the hospital's oversight.

According to The Arizona Daily, Envision Hospital sold Hadley
Memorial to Specialty Hospitals of America, and after one buyout
deal failed, it sold Greater Southeast to Specialty Hospitals as
part of a deal brokered and financed by the city.  The report
states that the city approved a $79 million package to let the
sale proceed.

The Arizona Daily relates that Tanya Curtis -- who provided
management services under a contract with Envision's D.C.
hospital, Greater Southeast Community Hospital -- filed a lawsuit
against Envision Hospital and Mr. Tuft, and secured a almost
$1.875 million settlement for herself and her company, T. Curtis &
Co.  After making an initial $330,000 payment, Envision Hospital
failed to keep making payments per terms of the settlement, which
prompted Ms. Curtis to sue the hospital again, seeking about
$1.4 million from the earlier settlement.  The report, citing Ms.
Curtis' lawyer Manuel Geraldo, says that Ms. Curtis agreed to
settle the first lawsuit, in part, because Mr. Tuft gave her a
personal guarantee that she would be paid her money.

The Arizona Daily reports that Healthcare Professionals Limited of
Virginia, which provided health-care services and management for
Envision Hospital, sued the Company and Mr. Tuft, claiming that
the defendants failed to follow through on an agreement to pay
Healthcare Professionals Limited $1 million.  Mr. Tuft drained the
hospital company of its assets for personal purposes and failed to
follow through on an agreement, The Arizona Daily states, citing
Healthcare Professionals.

Envision Hospital Corporation, a healthcare management company,
owns and operates hospitals with physician partners across the
United States.  It develops, manages, and partners with physicians
and neighborhood groups to provide healthcare to local
communities.  Envision Hospital Corporation was founded in 1991
and is based in Scottsdale, Arizona.  On May 1, 2009, Envision
Hospital Corporation filed a voluntary petition for liquidation
under Chapter 7 in the U.S. Bankruptcy Court for the District of
Arizona.


EXACT SCIENCES: Inks License Agreement with MAYO Foundation
-----------------------------------------------------------
Exact Sciences Corporation on June 11, 2009, entered into a
license agreement with MAYO Foundation for Medical Education and
Research.

MAYO granted the Company an exclusive, worldwide license within
the field of stool or blood based cancer diagnostics and screening
(excluding a specified proteomic target) with regard to certain
MAYO patents and a non-exclusive worldwide license within the
Field with regard to certain MAYO know-how.  The License Agreement
grants the Company an option to include the Proteomic Target
within the Field upon written notice by the Company to MAYO during
the first year of the term.  The patent and know-how rights
granted to the Company were developed by MAYO's Dr. David Ahlquist
and researchers in his laboratory at MAYO.  The licensed patents
cover advances in sample processing, analytical testing and data
analysis associated with non-invasive, stool-based DNA screening
for colorectal cancer.  Under the License Agreement, the Company
assumes the obligation and expense of prosecuting and maintaining
the licensed patents and is obligated to make commercially
reasonable efforts to bring products covered by the licenses to
market.

The License Agreement obligates the parties to negotiate in good
faith the terms of a sponsored research agreement with the goal of
executing that agreement within 30 days of the effective date of
the License Agreement.

Under the License Agreement, the Company is required to make
certain up-front, milestone and royalty payments to MAYO, as well
as provide funding for future work in Dr. Ahlquist's lab.  The
License Agreement requires that the Company pay MAYO $80,000
within thirty days of the effective date.  A milestone fee of
$250,000 is due upon the commencement of patient enrollment in a
human cancer screening clinical trial in support of a 510k or pre-
market approval, and a milestone fee of $500,000 is due upon Food
and Drug Administration approval.

The License Agreement requires the Company to pay MAYO specified
royalties based on sales of products or services covered by the
licensed intellectual property.  A minimum royalty of $10,000 is
due on the third anniversary of the execution of the License
Agreement and a minimum royalty of $25,000 is due on the fourth
anniversary of the execution of the License Agreement and each
anniversary thereafter during the term.  The Company is obligated
to support research in the laboratory of Dr. Ahlquist during the
first year of the License Agreement at a minimum level of
$500,000, subject to mutually agreed upon work plans and budgets
and execution of the SRA.  The Company is also obligated to
reimburse MAYO for a portion of Dr. Ahlquist's salary and
benefits.

Also pursuant to the License Agreement, the Company is obligated
to grant MAYO two warrants to purchase 1 million and 250,000
shares, respectively, of the Company's Common Stock.  The warrants
have six-year terms and are exercisable at a price of $1.90 per
share.  The 250,000 share warrant vests over four years at the
rate of 62,500 shares per year (the six-year term extends from
each vesting date with respect to the warrants vesting on that
date).  The warrants include a cashless exercise provision.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by
June 4, 2009, NASDAQ will provide the Company with written
notification that the Company's common stock will be delisted from
the NASDAQ Capital Market.


EXACT SCIENCES: Sells Shares to Investors; Raises $8.2MM
--------------------------------------------------------
Exact Sciences Corporation on June 11, 2009, entered into
Securities Purchase Agreements with certain investors in
connection with the private issuance and sale to those investors
of the Company's common stock, $0.01 par value per share, at a per
share price of $1.90, for an aggregate purchase price of $8.2
million.  The per share price represents the average closing price
for the Company's common stock for the ten days prior to the
closing date.

Pursuant to the Purchase Agreements, the Company consummated the
sale of 4,315,792 shares of its Common Stock.  The Company sold
the Shares to certain accredited investors without registration
under the Securities Act of 1933, as amended, or state securities
laws, in reliance on the exemptions provided by Section 4(2) of
the Act or Regulation D promulgated thereunder and in reliance on
similar exemptions under applicable state laws.

The Company has kept the identity of the buyers classified.

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by
June 4, 2009, NASDAQ will provide the Company with written
notification that the Company's common stock will be delisted from
the NASDAQ Capital Market.


EXTENDED STAY: Creditors Panel Taps Hahn & Hessen as Counsel
------------------------------------------------------------
The official committee of unsecured creditors in the bankruptcy
case of Extended Stay Hotels has hired Mark T. Power, Esq., and
Gilbert Backenroth, Esq., at Hahn & Hessen LLP as counsel.

Diana G. Adams, United States Trustee for Region 2, held a meeting
on June 19, 2009, to form an unsecured creditors committee in the
Debtors' cases.  According to a notice of the meeting provided by
the U.S. Trustee's office, a representative of the Debtors was to
attend the meeting to provide information regarding the status of
the cases.

Messrs. Power and Backenroth, partners at their Firm's bankruptcy
practice, filed on behalf of the Committee a Notice of Appearance
and Request for Service of Papers.

Mr. Powers has recently represented creditors' committees in
bankruptcy proceedings including Pillowtex Corp., Cone Mills
Corp., American Classic Voyages Corp., Cablevision Electronics
Investment, Inc., and Joan & David's.

Mr. Backenroth has represented asset-based lenders in insolvency
proceedings involving borrowers in diverse sectors as oil and gas,
health care, trucking, furniture, textile apparel, gold, jewelry,
shipping, parcel and delivery service, sub-prime mortgage lending
and the reorganization of a large NYC Coop Apartment Complex.

A roster of the Creditors Committee members has not been made
available in the Court docket.

                        About Extended Stay

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

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on June
15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Judge Peck to Hold Initial Case Conference July 13
-----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York will hold an initial case management
conference on July 13, 2009, at 10:00 a.m., to consider the
efficient administration of the Chapter 11 cases of Extended Stay
Inc. and its debtor affiliates.

The initial case conference will be held at Room 601, United
States Bankruptcy Court, One Bowling Green, in New York.

Topics to be discussed during the conference include the
retention of professionals, creation of a committee to review
budget and fee requests, use of alternative dispute resolution,
timetables, and scheduling of additional case management
conferences.

                        About Extended Stay

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

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: $4.1BB in CMBS to Complicate Bankruptcy Case
-----------------------------------------------------------
Extended Stay Hotels wants to break up some $4.1 billion in
commercial mortgage-backed securities' portfolios, Al Yoon and
Nancy Leinfuss at Reuters relate.

Lightstone Group LLC loaned some $7.4 billion to acquire Extended
Stay Hotels from Blackstone Group LP in June 2007.  About $4.1
billion of the loans came from a mortgage loan agreement among
certain Extended Stay Entities with Wachovia Bank, N.A., Bear
Stearns Commercial Mortgage, Inc., and Bank of America, N.A., as
lenders.  It took the form of commercial mortgage-backed
securities.

CBMS is a form of debt that used to apply to individual
properties, The Financial Times notes.  Real estate firms took on
to it and it was widely utilized at the height of the real estate
boom.  In a CMBS transaction, many single mortgage loans of
varying size, property type and location are pooled and
transferred to a trust.  The trust issues a series of bonds that
may vary in yield, duration and payment priority.  Recognized
rating agencies then assign credit ratings to the various bond
classes.  Investors then choose which CMBS bonds to purchase
based on the level of credit risk/yield/duration that they seek.

Reuters notes that as the subprime mortgage crisis deepened,
banks in mid-2007 found themselves with a huge backlog of CBMS,
allowing buyers to be selective and shun the Extended Stay bonds
as risks in Lightstone's inexperience in the hotel industry.

Extended Stay filed for bankruptcy protection on June 15, 2009.
The company related that prior to its bankruptcy filing, it pre-
negotiated a term sheet with an ad hoc group of mortgage lenders.
The Restructuring Term Sheet contemplates paying out holders of
the $4.1 billion CBMS with (i) $1.8 billion in new three-tranche
first lien mortgage loan, (ii) $775 million of a second lien
mortgage loan, and (iii) about $471 million of new preferred
stock in a new holding company, and 100% of common equity to be
issued by a new holding company valued at $3.3 billion.

Against this backdrop, Extended Stay may end up in the hands of
veteran distressed investors Centerbridge Partners and Cerberus
Management, Henry Sender of The Financial Times points out in a
separate report.

Amidst issues on the complexity of the Company's debt structure
and objections to cash collateral use, Reuters says "initial
signs point to a long, drawn-out battle in bankruptcy court for
Extended Stay Hotels."

                        About Extended Stay

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

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on June
15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Gets Interim Approval to Use Cash Collateral
-----------------------------------------------------------
Reuters reports that Extended Stay Inc. and its debtor-affiliates
have been granted authority from the U.S. Bankruptcy Court for the
Southern District of New York to use the cash collateral securing
their obligations to prepetition lenders.

Extended Stay seeks to use cash collateral to ensure uninterrupted
payments of expenses for the operation of their properties and
continue the range of services provided to their customer base.

Jacqueline Marcus, Esq., at Weil, Gotshal & Manges LLP, in New
York, counsel to Extended Stay, relates that certain of the
Debtors are borrowers under a Mortgage Loan Agreement dated
June 11, 2007, among the Debtor Borrowers; ESA P Portfolio MD
Trust and ESA MD Properties Business Trust; ESA Canada Trustee,
Inc. and ESA Canada Properties Trust or the "Maryland Owner;" ESA
P Portfolio Operating Lessee Inc., ESA 2005 Operating Leesee
Inc., ESA Canada Operating Lessee, Inc., and ESA Operating Lessee
Inc. or the "Operating Lessee;" and Wachovia Bank, N.A., Bear
Stearns Commercial Mortgage, Inc., and Bank of America, N.A. or
the "Mortgage Lenders" for the provision of a $4.1 billion
financing.

The Mortgage Debt is secured by first priority mortgages on 666
properties of the Debtors.  All of the Debtors' cash generated
from the Mortgage Properties constitutes Cash Collateral.

Subsequent to the closing of the Mortgage Loan Agreement, the
Mortgage Lenders sold their interests in the Mortgage Debt to
Wachovia Large Loan, Inc., which in turn, deposited the Mortgage
Debt into a trust.  Wachovia, Bank of America, and Merrill Lynch
were the initial purchasers of the interests in the Trust and in
turn, the Certificate Holders bought the interests held by those
initial purchasers.  The Certificate Holders were then issued
certificates representing beneficial interests in the collateral
vehicle holding the Mortgage Debt and other assets.

Ms. Marcus relates that after extensive negotiations, the
Certificate Holders who have reached an agreement in principle
with the Debtors on the terms of a restructuring or the
"Supporting Certificate Holders," have consented to the Debtors'
use of the Cash Collateral pursuant to these terms:

A. The parties with an interest in the Cash Collateral are the
    holder of the certificates representing beneficial interests
    in the collateral vehicle holding the Mortgage Debt and
    other assets, governed by a Trust and Servicing Agreement
    dated August 1, 2007, between Wachovia Large Loan, Inc., as
    depositor, Wachovia Bank, National Association, as servicer
    and special servicer, and Wells Fargo Bank, N.A., as
    trustee.

B. The Debtors will use the Cash Collateral to pay expenses of
    operating their business in accordance with a budget, a copy
    of which is available for free at:

     http://bankrupt.com/misc/ExtendedStayBudget_trusept2009.pdf

C. The use of the Cash Collateral will terminate on the
    earliest to occur of:

      (i) January 31, 2010, or

     (ii) three business days after the Termination Declaration
          Date;

    provided that if the final cash collateral use order is not
    entered by July 13, 2009, the Debtors will no longer be
    authorized to use Cash Collateral after July 17, 2009.

D. Among the events of default are (1) the Debtors' failure to
    perform any of the covenants or obligations under the
    Interim Order; (2) dismissal of the Chapter 11 cases or
    conversion of the Chapter 11 cases to Chapter 7 cases, or
    the appointment of a Chapter 11 trustee; (3) the sale of any
    material portion of the Debtors' assets outside the ordinary
    course of business without the prior written consent of the
    Supporting Certificate Holders; (4) the filing of a Chapter
    11 Plan that deviates or is inconsistent in any material
    respect with the Restructuring Term Sheet dated June 12,
    2009 agreed to by the Debtors and Supporting Certificate
    Holders; (5) failure to make adequate protection payments;
    and (6) failure to comply with the budget.

E. The Mortgage Debt Parties, as the beneficial holders of the
    Mortgage Debtor, will receive:

      (1) adequate protection payments from the Debtors in an
          amount equal to the interest at the non-default
          contract rate that is payable to that class of
          Certificates under the Mortgage Debt and the Trust and
          Servicing Agreement, ongoing payment of the reasonable
          fees, costs and expenses of Fried Frank Harris Shriver
          & Jacobson LLP and Houlihan Lokey Howard & Zukin and,
          with respect to the fees incurred subsequent to the
          Petition Date, the reasonable fees, costs and expenses
          of Schulte Roth & Zabel LLP, and continued maintenance
          and insurance of the Collateral;

      (2) additional and replacement continuing valid, binding,
          enforceable, non-avoidable and automatically perfected
          security interests and liens on all of the Debtors'
          assets, provided that the Postpetition Collateral will
          not include the Debtors' claims and causes of action
          under Section 544, 545, 547, 548, 549 or 559 of the
          Bankruptcy Code; and

      (3) an allowed superpriority administrative claim under
          Sections 503(b) and 507(b) of the Bankruptcy Code in
          the amount of the Adequate Protection Obligations.

  F. Carve Out refers to:

      (1) statutory fees payable to the U.S. Trustee;

      (2) fees payable to the Clerk of the Bankruptcy Court;

      (3) reasonable fees and expenses of a trustee that are
          incurred after the conversion of the Chapter 11 cases
          to a case under Chapter 7 of the Bankruptcy Code, of
          up to $50,000;

      (4) reasonable and documented expenses payable to members
          of the Creditors Committee; and

      (5) professional fees and expenses incurred by
          professionals retained pursuant to Section 327 of the
          Bankruptcy Code by the Debtors and the Creditors
          Committee subsequent to the delivery of a Carve-Out
          Trigger Notice, in an aggregate amount not more than
          $10 million.

     The Adequate Protection Liens are junior to the Carve Out.

The Debtors aver that without the immediate liquidity provided by
the use of Cash Collateral, they will simply be unable to conduct
normal business operations and their estates will be irreparably
harmed.

                           Objections

Bank of America and Five Mile Capital II SPE ESH LLC objected to
the Debtors' request.  BofA and FMC don't oppose the limited use
of Cash Collateral for the purpose of paying necessary operating
expenses, but they don't agree to Cash Collateral use for the
expenses of non-debtors.  BofA and FMC contend, among other
things, that:

  1. The Debtors' valuation precludes payment of postpetition
     interest and fees.  The Debtors' court filings value their
     assets at $3.3 billion and thus, the value of the
     Prepetition Collateral is well below the outstanding
     secured $4.1 billion Mortgage Debt.

  2. Certificate Holders are not entitled to fees and expenses
     pursuant to the operative documents or the law.

  3. The Secured Creditor is the Wachovia Trust and not the so-
     called "Supporting Certificate Holders."  The Debtors have
     failed to establish that the actual secured party has
     consented to the use of the Cash Collateral.

  4. It is improper to establish a $5 million Litigation Reserve
     for use by David Lichtenstein against claims that may be
     brought against him under the guaranties he issued for the
     benefit of the Mezzanine Lenders.  The Debtors have failed
     to demonstrate basis to justify the proposed litigation
     reserve for the benefit of a non-debtor to defend claims
     arising from his personal contractual obligations.

  5. Management fees must be closely scrutinized as the Cash
     Collateral request provide for the payment of more than $20
     million in management fees to HVM LLC, a company controlled
     by Mr. Lichtenstein.

  6. There should not be any presumption that the use of Cash
     Collateral constitutes diminution in the value of the
     Prepetition Collateral, as the adequate protection
     obligations make up for the decline in value resulting from
     any use of Cash Collateral.

  7. Default interest should not automatically accrue.

  8. A request to pay an undisclosed amount for the costs and
     expenses of Fried, Frank, Harris, Shriver & Jacobson LLP,
     Houlihan Lokey Howard & Zukin and Schulte Roth & Zabel LLP
     should be clarified.  These firms solely represent the
     interests of the "Supporting Certificate Holders."

BofA, together with other lenders, entered into 10 different
mezzanine loan agreements with certain of the Debtors referred to
as the Mezzanine Borrowers.  As of the Petition Date, BofA held
claims of more than $950 million against the Borrowers on account
of the Mezzanine Loans.

FMC is the holder of $22,267,484 face amount of the Class F
tranche of certificates of the Wachovia Bank Commerical Mortgage
Trust, Series 2007-ESH.  The Trust is the holder of a single $4.1
billion mortgage loan.

In a separate filing, prepetition secured lenders Line Trust
Corporation, Ltd., and Deuce Properties, Ltd., argue the Debtors'
Cash Collateral Use request demonstrates collusive conduct
between the Debtors' common equity holder, Mr. Lichtenstein, and
the senior lenders.  Stuart I. Rich, Esq., at Meister Seelig &
Fein LLP, in New York, says the senior lender tranches have
apparently structured a deal with Mr. Lichtenstein to protect him
personally on his springing recourse carve out guarantee on the
entire $7.4 million debt stack, including a $100 million
indemnity and $5 million war chest to fight any mezzanine lenders
who seek springing recourse liability against Mr. Lichtenstein
under binding carve out guaranties.

                        About Extended Stay

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

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on June
15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Gets Interim Approval to Reimburse HVM
-----------------------------------------------------
Extended Stay Inc. and its affiliates sought and obtained the
authority from the U.S. Bankruptcy Court for the Southern District
of New York, on an interim basis, to reimburse, at their sole
discretion, HVM LLC for amounts due to pay certain "critical
operating expenses" incurred by HVM on their behalf before the
Petition Date.

HVM manage the Debtors' hotels.  It is an entity affiliated with,
but not directly owned by, the Extended Stay family of companies.
Among other things, HVM employs about 10,000 employees that are
responsible for the services at the individual hotels.  HVM also
enters into contracts with utility providers and other vendors
that directly provide critical services to the hotels.

The Critical Operating Expenses that HVM makes payments for
include (a) salaries of about 10,000 employees, (b) utility
payments, (c) repair and maintenance payments, (d) property
taxes, (e) insurance payments, and (f) reservation and travel
agent fees, according to Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges LLP, in New York, proposed attorneys for the
Debtors.

The ability of HVM to continue the operation of the Extended Stay
portfolio of hotels going forward will depend on uninterrupted,
continued access to the services provided by certain providers of
essential services to the Debtors' properties, Ms. Marcus says.
The Debtors aver that they are mindful of their fiduciary
obligations to maximize value of their estates and thus,
determine that it is critical that they continue to reimburse HVM
in order to effectuate the seamless transition to a business
operating under Chapter 11.

The Debtors will be making reimbursements to HVM for the Critical
Operating Expenses pursuant to the Cash Collateral Motion and
Budget.

The Debtors estimate that a portion of the reimbursements to HVM
will encompass payments due and owing to certain employees and
service providers incurred before the Petition Date, including:

  -- $7,300,000 due and owing to HVM employees,
  -- $165,000 due to HVM officers,
  -- $3,725,000 due to utility companies,
  -- $2,850,000 due for overhead expenses,
  -- $4,300,000 due for essential capital expenditures,
  -- $4,900,000 due for occupancy tax deposits,
  -- $2,600,000 due for property tax payments, and
  -- $12,500d due for interest on a mortgage.

As of June 12, 2009, HVM had about $11.7 million to make payments
to employees, vendors and service providers for the Critical
Operating Expenses incurred on the Debtors' behalf prepetition.
Thus, the Debtors seek to reimburse HVM for the $22.8 million it
needs for Operating Expenses during the 20 days after the
Petition Date.

The Court will convene a final hearing on the Debtors' request on
June 29, 2009.

                        About Extended Stay

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

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

Extended Stay Inc. and its affiliates filed for Chapter 11 on June
15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FINLAY ENTERPRISES: In Default Under GECC Revolving Loan
--------------------------------------------------------
Finlay Enterprises Inc. says it is currently in default of a
covenant under the February 2009 amendment to the Company's
revolving credit agreement with General Electric Capital
Corporation, as agent, which requires the Company to achieve
certain weekly targeted percentages of sales and cash receipts and
maintain cash disbursements below certain targeted percentages as
set forth in the Company's operating plan.

Although the lenders reserve all rights and remedies under the
Revolving Credit Agreement and can accelerate repayment of the
outstanding balance at any time, they have not exercised those
rights at this time other than to impose the default interest rate
under the Revolving Credit Agreement effective June 1, 2009.  As a
result of cross-default provisions, an acceleration would enable
the holders of the Company's long-term debt to declare a default
and demand repayment as well.  As the long-term debt is not
callable by its holders as of May 2, 2009, it is not classified as
a current liability at such date.

Finlay says there can be no assurances it will be able to obtain
alternate financing on acceptable terms.  In the event Finlay is
unable to secure adequate borrowing under the Revolving Credit
Agreement or an alternate financing source, its cash flows from
operations may be inadequate to meet its obligations, which may
prevent the Company from operating.

                          Strategic Plan

As a result of the decline in the Company's licensed department
store based business over the past several years coupled with
challenging economic conditions in 2008 and 2009, Finlay announced
in February 2009, a plan to exit the licensed department store-
based business.  In addition, Finlay anticipates closing roughly
half of its specialty jewelry stores in 2009.  The implementation
of the strategic plan will result in a significant reduction in
the Company's sales.  The plan includes the liquidation of
inventory and the termination of license agreements or leases in
the affected department store based fine jewelry departments and
specialty jewelry stores.

Finlay views the execution of the strategic plan as crucial to
strengthening the financial condition of its specialty jewelry
store business.  Finlay is in the process of reducing its cost
structure to levels appropriate to support the specialty jewelry
store business, which includes significantly reducing headcount in
its administrative and distribution center functions as well as
eliminating sales associate positions in the affected department
stores and specialty store locations.  By the end of May 2009,
roughly 2,100 employees either left or were severed from the
Company.  Finlay expects to complete its strategic plan by the end
of 2009.

                     Revolving Credit Facility

In conjunction with the adoption of the strategic plan, Finlay
Jewelry amended its revolving credit agreement in February 2009,
as adjusted in March 2009, to reduce the senior secured revolving
line of credit from $550.0 million to $266.6 million and to
increase the interest rates thereunder.  The amendment also
requires the Company to comply with various milestones in
connection with the strategic plan, to provide additional
financial reporting to the lenders and to maintain compliance with
a variance covenant from the approved restructuring budget.
Additionally, the Revolving Credit Agreement now matures in
February 2010 instead of the previous maturity date of November
2012.  The net sales proceeds from the liquidation of inventory
are being used to repay the Company's outstanding balance under
Finlay Jewelry's Revolving Credit Facility in 2009.

                        Going Concern Doubt

According to Finlay, its ability to continue as a going concern is
dependent on the successful implementation of its strategic plan,
the repayment of the amounts due under the Revolving Credit
Facility and its ability to obtain a new line of credit on or
before the maturity date of the Revolving Credit Agreement.  In
addition, Finlay experienced a significant operating loss in 2008,
it incurred an operating loss in the first quarter of 2009, and it
is expected to incur operating losses for the remainder of 2009.

"These uncertainties raise substantial doubt about our ability to
continue as a going concern," Finlay says.

On March 22, 2009, Finlay completed the sale of certain assets to
Bloomingdale's.  The assets included inventory and fixed assets
for the 34 departments that it operated in Bloomingdale's for a
purchase price of roughly $33.4 million.  The proceeds from the
transaction were used to pay-down a portion of the outstanding
balance under Finlay Jewelry's Revolving Credit Facility.

Finlay reported total assets of $430,023,000 and total liabilities
of $451,679,000, resulting in $21,656,000 in shareholders' deficit
as of May 2, 2009.  It posted a net loss of $28,669,000 on sales
of $159,321,000 for the 13 weeks ended May 2, 2009, compared to a
net loss of $11,011,000 on sales of $142,072,000 for the 13 weeks
ended May 3, 2009.

                     About Finlay Enterprises

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


FIRSTFED FINANCIAL: Offers 20 Cents on the Dollar for Debentures
----------------------------------------------------------------
FirstFed Financial Corp. commenced cash tender offers and consent
solicitations for its outstanding senior debt securities.  The
terms and conditions of the tender offers and consent
solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated June 19, 2009, and the related
Letter of Transmittal and Consent, which is being mailed to
holders of the Securities.

           Principal                              Tender
  CUSIP    Amount                                  Offer  Consent  Purchase
  Nos.     Outstanding  Title of Security          Price  Payment  Price
  -----    -----------  -----------------         ------  -------  --------
3379079Z4  $50,000,000  Fixed/Floating Rate      $180.00   $20.00   $200.00
                        Senior Debt Debentures
                        due June 15, 2015

337907AB5  $50,000,000  Fixed/Floating Rate      $180.00   $20.00   $200.00
                        Senior Debt Debentures
                        due March 15, 2016

337907AC3  $50,000,000  Fixed/Floating Rate      $180.00   $20.00   $200.00
                        Senior Debt Debentures
                        due June 15, 2017

    -- Per $1,000 principal amount of Securities.

The tender offer and consent solicitation will expire at 5:00
p.m., New York City time, on August 10, 2009, unless extended or
earlier terminated by the Company.  To be eligible to receive the
purchase price, which includes the consent payment, holders must
validly tender, and not validly withdraw, their Securities prior
to 5:00 p.m., New York City time, on July 27, 2009, unless
extended or earlier terminated by the Company.  Holders tendering
their Securities after the applicable Consent Payment Deadline but
prior to the applicable Expiration Date will be eligible to
receive an amount equal to the purchase price less the consent
payment.  Securities purchased in the tender offers will be paid
for on the applicable settlement date for each tender offer,
which, assuming the tender offers are not extended, will be
promptly after the applicable Expiration Date.

Holders tendering their Securities will be required to consent to
the proposed amendments to the indentures governing the
Securities, which would eliminate substantially all of the
restrictive covenants in the indentures, including the covenant
that currently prohibits the Company from merging or selling all
or substantially all of its assets unless the successor entity or
purchaser is substituted as the obligor.  Holders may not tender
their Securities without also delivering consents and may not
deliver consents without also tendering their Securities.

Holders may withdraw tendered Securities and revoke the related
consent at any time prior to the earlier of (i) 5:00 p.m., New
York City time, on July 27, 2009 and (ii) the time and date
indicated in a notice to the relevant trustee and announced when
the Company has received valid tenders and the related consents
from holders of at least 75% in principal amount of the relevant
series of Securities, or a majority in principal amount of the
relevant series if this condition is waived.

Consummation of each tender offer and consent solicitation is
conditioned upon satisfaction or waiver of the conditions set
forth in the Offer to Purchase, including (i) the Company's
receipt of net proceeds from an offering, sale or other
transaction -- Financing Transaction -- sufficient to enable the
Company to purchase the Securities that are validly tendered and
not withdrawn -- Financing Condition -- (ii) approval by the
Office of Thrift Supervision of the Company's payment of the
purchase price for the Securities that are validly tendered and
not withdrawn and (iii) the Company's receipt of tenders and
consents from holders of at least 75% in principal amount of each
and every series of Securities subject to the tender offers and
consent solicitations -- Minimum Tender/Consent Condition.  The
Company has reserved the right to waive any condition to any
tender offer and consent solicitation.

The Company is exploring a variety of options for raising the
funds necessary to satisfy the Financing Condition, including the
sale by the Company or First Federal Bank of California of
additional equity or debt securities, the sale by the Company of
its common stock of the Bank, and the sale by the Bank of its
assets.  The Company is exploring financing options in good faith
and will use its reasonable efforts to satisfy the Financing
Condition prior to the expiration of the Tender Offers, but there
can be no assurance that the Financing Condition will be
satisfied.  The Company's ability to consummate a Financing
Transaction, as well as the timing of any such transaction, is
highly uncertain.  If it does consummate a Financing Transaction,
that transaction may not occur until after the Withdrawal
Deadline.  Based upon preliminary discussions with prospective
counterparties to a Financing Transaction and with the bank's
advisors, the bank believes that the closing of any Financing
Transaction will be conditioned on the consummation of all of the
tender offers and consent solicitations.

Goldman, Sachs & Co. is acting as dealer manager for the tender
offers and as solicitation agent for the consent solicitations.
For additional information regarding the terms of the tender
offers and consent solicitations, please contact Goldman, Sachs
& Co. at (800) 828-3182 (toll free). Requests for documents may
be directed to the Corporate Secretary of the Company at (310)
302-5600.

                     About FirstFed Financial

FirstFed Financial Corp. -- http://www.firstfedca.com/-- is a
savings and loan holding company. The Company owns and operates
First Federal Bank of California, a federally chartered savings
association. The Company's principal executive offices are located
at 12555 W. Jefferson Boulevard, Los Angeles, California 90066,
and its telephone number is (310) 302-5600.

                 Detailed Capital Plan Due June 28

On May 28, 2009, FirstFed and First Federal Bank of California,
FSB, consented to the issuance of an Amended Order to Cease and
Desist by the Office of Thrift Supervision.  The Amendments amend
and supplement the Orders to Cease and Desist that were issued by
the OTS on January 26, 2009.

The Amendments require that the Company and Bank submit to the OTS
within 30 days a detailed capital plan to address how the Bank
will meet and maintain a minimum Tier 1 Core Capital ratio of 7%
and a minimum Total Risk-Based Capital ratio of 14% by
September 30, 2009.  The capital plan must address how the Bank
will meet and maintain the capital ratios and provide for the
augmentation of capital to, among other things, support the Bank's
business strategy and operations.

If the Bank fails to meet or maintain the capital ratios or
otherwise fails to comply with the updated capital plan, the Bank
must then submit to the OTS a contingency plan to accomplish
either a merger with or acquisition by another federally insured
institution or holding company thereof, or a voluntary liquidation
of the Bank.  The Bank Amendment also provides that the Bank may
not accept, renew or roll over any broker deposits, or act as a
deposit broker, without the prior written approval of the Federal
Deposit Insurance Corporation.

Any material failure to comply with the provisions of the
Amendments could result in enforcement actions by the OTS.  While
the Company and the Bank each intend to take such actions as may
be necessary to enable it to comply with the requirements of its
respective Amendment, there can be no assurance that it will be
able to comply fully with the provisions of such Amendment, or to
do so within the timeframes required, that compliance with such
Amendment will not be more time consuming or more expensive than
anticipated, or that efforts to comply with such Amendment will
not have adverse effects on its operations and financial
condition.


FIRSTGOLD CORP: Working With Advisors to Restructure Company
------------------------------------------------------------
Firstgold Corp. continues to work with its advisor Haywood
Securities in evaluating options on the sale and or restructuring
of the Company.

"The process is advancing, however, at this time we do not have
anything concrete in our hands that would satisfy our existing
creditors and allow the Relief Canyon Mine to get back to
production," commented Steve Akerfeldt, Firstgold CEO. He added
that the Company has also reduced its overhead expenses by closing
its Cameron Park offices and consolidating its operations at its
offices in Lovelock, Nevada in addition to reducing its mining
workforce to a care and maintenance status.

Mr. Akerfeldt provided this update statement: "To enable Firstgold
to buy time for a positive restructuring process to take place,
Firstgold has completed some interim financing with existing
stakeholders in the Company.  It has secured approximately
$500,000 in capital for the Company.  $300,000 came in as new
capital and another $200,000 reflects compensation converted to
debt in lieu of pay for staff and directors.  The money was
advanced and compensation converted in the form of convertible
promissory notes, with a 12% interest rate, repayable on demand or
convertible into stock at 15 cents per share.  As a further
incentive, the note holders were given an option to buy 4000
ounces of gold at $500.  The gold would be delivered only after
all existing creditors have been repaid.  These funds are being
used to maintain the Company's core asset, the Relief Canyon Mine.

"While we continue to work daily with our secured creditors on the
restructuring process, they are asserting their legal rights
including initiating foreclosure proceedings relating to the
Company's mining properties.  In addition, they have recently
filed a suit to have a receiver appointed to run the affairs of
the Company.  There is a hearing scheduled on the matter in Nevada
court on July 8, 2009, at which point a receiver could be
appointed unless the matter is resolved in some other manner which
could include the Company filing for bankruptcy protection.

"Further, the secured lenders have given us a letter making
various allegations against the Company and certain key personnel
including fraud, misrepresentations, and breach of fiduciary duty
in the process of securing the loan from them.  The letters
provide no facts supporting such allegations and demand
unspecified damages.  Firstgold, its officers and directors
strongly deny such claims and believe they are groundless and
intended to place additional pressure on our management team to
complete a restructuring transaction acceptable to the secured
creditors.

"We acknowledge these are challenging times and we will continue
to work through these issues for a solution that provides the best
outcome for all of our Stakeholders."

Over the last 24 months, Firstgold Corp. (OTCBB: FGOC) --
http://www.firstgoldcorp.com/-- has spent $16 million developing
the mine property and a processing facility at Relief Canyon,
located outside Lovelock Nevada, on the site of the previously
producing Pegasus Gold Mine.


FLYING J: Magellan Selected as Lead Bidder of Longhorn Partners
---------------------------------------------------------------
Magellan Midstream Partners, L.P., has been selected as the
"stalking horse" bidder for substantially all of the assets of
Longhorn Partners Pipeline, L.P., a unit of Flying J.  Completion
of the acquisition is subject to an auction process, bankruptcy
court approval and customary regulatory approval.

The 700-mile common carrier pipeline system transports refined
petroleum products from Houston to El Paso, Texas.  A terminal in
El Paso, comprised of a 5-bay truck loading rack and over 900,000
barrels of storage, is included in the purchase.  This terminal
serves local petroleum products demand and distributes product to
connecting third-party pipelines for ultimate delivery to markets
in Arizona, New Mexico and in the future to Northern Mexico.

Magellan currently serves as the operator of the pipeline system.

The purchase price for the pipeline system is $250 million plus
the fair market value of line fill, which is currently estimated
at approximately $90 million.  Management intends to finance the
acquisition with debt.

                 About Magellan Midstream Partners

Magellan Midstream Partners, L.P. -- http://www.magellanlp.com/--
is a publicly traded partnership formed to own, operate and
acquire a diversified portfolio of energy assets.  The partnership
primarily transports, stores and distributes refined petroleum
products.  MMP's general partner interest and related incentive
distribution rights are owned by Magellan Midstream Holdings, L.P.

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is engaged in the exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FORD MOTOR: Denies Reaching Tentative Deal With Geely for Volvo
---------------------------------------------------------------
Detroit Free Press reports that Ford Motor Co. denied a Shenzhen
News Net report that it has reached a tentative deal with Geely
Automobile Co. to sell its Volvo unit.

As reported by the Troubled Company Reporter on May 7, 2009, Geely
Holding Group Co. and at least three more bidders were reviewing
the books of Ford Motor's Volvo.  Ford is seeking $2 billion for
Volvo, less than a third of what it paid for the unit a decade
ago.  Ford put Volvo up for sale in December 2008 after the unit's
U.S. sales dropped 31%.  Geely sent a team to Volvo's factory in
Gothenburg, Sweden, in April to scrutinize the company's financial
records.

Shenzhen News reported that Ford and Geely reached a preliminary
agreement, but were still working out many details such as the
transfer of technology, Volvo's market position, and any layoffs
following the sale.

The Free Press quoted Ford of Europe spokesperson John Gardiner as
saying, "We've been saying since the end of April ... that we're
in discussions with a number of parties concerning the future of
Volvo.  No final decisions have been made."

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.


FRAMINGHAM ACQUISITIONS: Files for Chapter 11, Dodges Foreclosure
-----------------------------------------------------------------
Framingham Acquisitions LLC has filed for Chapter 11 bankruptcy
protection and is seeking a buyer for five acres of properties
slated for redevelopment.  Framingham Acquisitions listed
$1 million to $10 million in debt.

According to Donna Goodison at Boston Herald, Framingham
Acquisitions' $60 million mixed-use Arcade at Downtown Framingham
project never got off the ground due to lack of financing.  The
project was to include 296 apartments, 60,000 square feet of
retail space and a new 565-car garage, and entailed rehabbing
several connected historic buildings on Concord Street, says
Boston Herald.  Citing principal Roger Lehrberg, the report states
that Framingham Acquisitions failed to convince lenders that the
project would command high enough rents to be financially
feasible, and the rising construction costs as well as the town's
insistence on the large garage made the project overly expensive.

Boston Herald says that Framingham Acquisitions' bankruptcy filing
prevented one of its lenders from foreclosing on a portion of the
downtown property on June 19.  Mr. Lehrberg said that Framingham
Acquisitions was current on its mortgages, but the bank was
concerned about $474,000 in back real estate taxes owed to the
town, according to Boston Herald.  "It's our hope that a buyer
will come forward that will be able to continue with the project.
In light of some of the economic stimulus packages that are in the
pipeline, it's possible that there will be more government aid to
assist with the building of the garage and some of the other
infrastructure," the report quoted Mr. Lehrberg as saying.


FRONTIER AIRLINES: Files Plan; to Become Subsidiary of Republic
---------------------------------------------------------------
Frontier Airlines Holdings, Inc., has entered into an investment
agreement with Republic Airways Holdings, Inc., by which Republic
will serve as equity sponsor for Frontier's plan of reorganization
and purchase 100% of the equity in the reorganized company for
$108.75 million.  The plan sponsorship agreement is subject to
bankruptcy court approval and various conditions.

If the plan of reorganization is approved and implemented as
proposed, upon its emergence from Chapter 11, Frontier Airlines
Holdings would become a wholly owned subsidiary of Republic, an
airline holding company that owns Chautauqua Airlines, Republic
Airlines and Shuttle America.  Frontier Airlines and Lynx Aviation
would maintain their current names and continue to operate as
usual.

"This agreement represents a major milestone in our ongoing
efforts to position Frontier to emerge from bankruptcy as a
competitive, sustainable airline," said Sean Menke, Frontier
President and Chief Executive Officer.  "Through our
reorganization process, we have transformed Frontier Airlines and
Lynx Aviation into two of the most efficient operating carriers in
North America.  Additionally, we diversified our revenue
generation through the introduction of ancillary charges and our
branded 'AirFairs' product.  The culmination of all this
extraordinary work is that, even in the worst economic environment
in the last 50 years, the company has posted an operating profit
for each of the past six months and a net profit for the past two
quarters."

Mr. Menke continued, "I would be absolutely remiss not to thank
the thousands of Frontier and Lynx employees, and their families,
for their sacrifice and dedication during these extraordinary
times.  They are truly the heart and soul of the company. We are
pleased that this agreement allows our customers and communities
to continue to receive the outstanding service for which Frontier
is known, while preserving the jobs of most Frontier employees."

"We commend Frontier and its employees for their hard work and
accomplishments during this difficult restructuring period," said
Bryan Bedford, chairman, president and CEO of Republic Airways.
"We believe this agreement represents a new beginning for
Frontier, positioning it to build on its recent successes and
strengthen the Frontier brand for the benefit of employees and the
customers and communities it serves."

Frontier filed its proposed plan of reorganization and a related
disclosure statement with the U.S. Bankruptcy Court for the
Southern District of New York.  Frontier also filed a motion to
approve the investment agreement with Republic, subject to higher
and better proposals under a court-supervised auction.  Frontier
will seek court approval of the investment agreement and proposed
auction procedures at a hearing scheduled for July 13, 2009.
Frontier currently expects to conclude the auction process and
emerge from Chapter 11 by autumn 2009.

In March 2009, Frontier received a firm commitment for $40 million
in post-petition debtor-in-possession financing from Republic
Airways Holdings to support Frontier's additional working capital
needs and refinance its expiring DIP loan, increasing the
available financing and preserving Frontier's financial stability.
As a condition to the loan, Frontier agreed to allow Republic's
damage claim in the amount of $150 million arising out of
Frontier's rejection of its airline services agreement with
Republic.

The proposed plan of reorganization provides for general unsecured
creditors to receive $28.75 million in cash.  An additional $40
million of the sale proceeds would be applied as repayment of the
outstanding DIP loan.  If the plan is implemented as proposed, the
company's current equity would be extinguished and holders of that
equity would not receive any recovery.

                   About Republic Airways Holdings

Republic Airways Holdings, based in Indianapolis, Indiana, is an
airline holding company that owns Chautauqua Airlines, Republic
Airlines and Shuttle America.  The airlines offer scheduled
passenger service on approximately 1,200 flights daily to 99
cities in 34 states, Canada, Mexico and Jamaica through airline
services agreements with six U.S. airlines.  All of the airlines'
flights are operated under their airline partner brand, such as
AmericanConnection, Continental Express, Delta Connection, Midwest
Connect, United Express and US Airways Express.  The airlines
currently employ approximately 4,400 aviation professionals and
operate 235 regional jets.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


GBF ENTERPRISES: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GBF Enterprises, LLC
        58 Great Hill Road
        North Branford, CT 06471

Bankruptcy Case No.: 09-31666

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Neil Crane, Esq.
                  Law Offices of Neil Crane, LLC
                  2700 Whitney Avenue
                  Hamden, CT 06518
                  Tel: (203) 230-2233
                  Fax: (203) 230-8484
                  Email: neilcranelaw@snet.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ctb09-31666.pdf

The petition was signed by Megam Magiulo, member of the Company.


GEORGE LIGON DUNN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: George Ligon Dunn
               Cynthia Elaine Dunn
               11402 Chinquapin Way
               Fredericksburg, VA 22407-8421

Bankruptcy Case No.: 09-33946

Chapter 11 Petition Date: June 20, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtors' Counsel: Robert Easterling, Esq.
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Tel: (540) 373-5030
                  Email: eastlaw@easterlinglaw.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 13 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/vaeb09-33946.pdf

The petition was signed by the Joint Debtors.


HANGER ORTHOPEDIC: S&P Lifts Ratings to 'B+'; Gives Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
rating on Bethesda, Maryland-based Hanger Orthopedic Group Inc. to
'B+' from 'B'.  The outlook is stable.  S&P also raised the issue-
level rating on the company's senior secured debt to 'BB-' from
'B+' with a recovery rating of '2' indicating an expected
substantial (70% to 90%) recovery in the event of payment default.
S&P also raised the senior unsecured debt to 'B-' from 'CCC+' with
a recovery rating of 6, indicating an expectation of negligible
(0%-10%) recovery in the event of payment default.

"The rating action reflects Hanger's solid operating performance
in the past year demonstrated by overall growth revenue growth of
around 10%, driven by same-store growth of approximately 7%," said
Standard & Poor's credit analyst Rivka Gertzulin.  Also, EBITDA
growth has led to an improvement in the company's financial risk
profile.  Over the past year liquidity has improved substantially
as the company generated $38 million of free cash flow.  In
addition, debt leverage improved to 4.9x from 5.3x at Dec. 31,
2007.

The ratings on orthotics- and prosthetics-focused patient care
provider Hanger reflect S&P's uncertainties about operating in a
historically difficult reimbursement environment, cost inflation
pressures, and significant debt burden.

Historically, Hanger has faced pricing pressure from both
government and large, private third-party payors.  Many of the
company's commercial payors and the U.S. Veterans Administration
reimburse at levels tied to Medicare reimbursement, which
compounds any decreases or increases in Medicare reimbursement.
Medicare reimbursement rates for O&P services were frozen in

2004-2006, leading to margin compression given that Hanger
regularly experiences inflation in its cost of services; labor
represents its largest expense.  However, reimbursement rates
increased 5% in the current year, following two years of modest
increases.  Rates should continue to increase with Consumer Price
Index adjustments in future years (although rates will likely be
frozen in the next fiscal year as the CPI index is now slightly
negative).  Therefore, gross margins improved slightly as Hanger
has been able to leverage its labor and material costs.

Hanger is attempting to use its industry-leading position, with
more than 650 centers throughout the U.S., against fragmented
local competitors by offering bundled payment management services
at attractive prices to large-volume health care purchasers.  This
managed-care program, Linkia, has developed more slowly than
expected, but Hanger does have nine national contracts under the
program and over 1,000 provider locations.


HARTWICK COLLEGE: Moody's Keeps 'Ba1' Rating on Outstanding Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 debt rating on
Hartwick College's outstanding bonds issued through the County of
Otsego Industrial Development Authority.  The rating applies to
$21 million of fixed rate Series 2002A bonds expected to be
outstanding as of June 30, 2009.

The negative outlook reflects the College's ongoing enrollment
challenges which have resulted in continuing operating deficits
(on a Moody's adjusted basis) in conjunction with deterioration of
the College's balance sheet due to investment losses.  Due to
actions taken by the College's new leadership (assessment and
planned reduction of staffing levels, budget cuts in FY 2009 and
FY 2010, and reduced endowment draws), Moody's expects to review
the rating within a year.

Legal Security: General obligation; debt service reserve fund
funded at approximately $2.4 million in June 2009.

Interest Rate Derivatives: None.

                           Challenges

* Highly competitive market for students for this small
  undergraduate liberal arts college located in Oneonta, New York
  as demonstrated by the College's thin freshmen selectivity of
  78% and low yield of 21% on accepted students.  The College
  draws 60% of its students from New York State (1,451 full-time
  equivalents, FTE in fall 2008).  The fall 2008 enrollment
  represents a 3% decline from the prior year's enrollment levels
  as the result of reduced retention of enrolled students.  The
  College faces ongoing enrollment challenges for fall 2009, with
  management's downsized budget targeting an incoming class of 400
  freshmen compared to 446 freshmen in fall 2008.

* Thin balance sheet cushion and low levels of unrestricted
  financial resources as the result of draws upon the endowment to
  withstand historical operating loses.  Financial resources have
  declined further due to investment losses in FY 2009, with the
  College reporting $47.5 million of cash and investments as of
  5/31/09.  The investment losses (negative 21.2% for FY 2009
  through May 31, 2009, with an allocation of 59.7% to public
  equity, 14.4% to hedge funds, 10.9% to fixed income, 10.8%
  private equity and real estate, and 4.2% to cash -- managed by
  the Common Fund with $1.3 million of the cash held separately)
  can be expected to disproportionately pressure unrestricted
  financial resources (only 46% of total financial resources were
  expendable in FY 2008).  The investment pool has some manager
  concentration with 48% allocated to one multi-strategy equity
  fund.  Management projects that approximately $9 million of the
  May 31, 2009 cash and investments of $47.5 million is quasi-
  endowment.  To preserve financial resources, management's FY
  2010 budget includes a significantly reduced draw from the
  endowment totaling $1 million (well below Moody's 5% endowment
  spend).

* Improved, but still strained operating performance with
  historical operating deficits extending over a decade (includes
  heightened endowment spending to cover debt service).  Average
  operating performance as calculated by Moody's was negative 5.7%
  for fiscal years 2006 - 2008 compared to a negative 14% average
  operating margin five years ago.  Operating performance in FY
  2008 benefited from a 5.3% increase in net tuition revenue and
  fees (a key source of revenue at 82% of operating revenues in FY
  2008).  Due to below budget enrollment in fall 2008, operating
  performance for FY 2009 is expected to show strain with
  approximately flat net tuition and fees; mitigating this,
  management has reduced expenses (reductions of $1.6 million were
  made midyear from the FY 2009 budget).  In combination with the
  reduced endowment draw budgeted for FY 2010, management has
  instituted difficult expense cuts (totaling $3.1 million)
  including the reduction of positions (9 full-time and five part-
  time employees) in this year as well as contingency expense
  reduction plans based on certain enrollment targets.

* Current operations do not fully cover debt service (average debt
  service coverage was 0.8 times in FY 2008 by Moody's
  calculation), and operational recovery plan demands a sustained
  improvement in unrestricted giving, as well as further
  improvement in student market positioning to garner growing net
  tuition revenue, which may prove challenging given the
  environment.

                            Strengths

* Net tuition per student of $16,210 in FY 2008 is on par with
  peer institutions (Moody's FY 2008 median for Baa-rated colleges
  and universities with enrollment under 3,000 FTE was $16,305).

* The College has continued to maintain heightened philanthropic
  support, with three year average gift revenue of $8.8 million
  for fiscal years 2006 - 2008 (compares favorably to Moody's peer
  median of $5.8 million in FY 2008); total gift revenue of $15 in
  FY 2008 (includes restricted gifts) was particularly strong and
  included gifts designated for Golisano Hall on campus (a
  $12.3 million project completed in fall 2008).

* Modest amount of outstanding debt ($22.5 million outstanding as
  of FY 2008) and conservative debt structure (the Series 2002A
  bonds are fixed rate with debt service of approximately
  $2 million through FY 2013 increasing to $2.4 million in FY
  2014, final maturity is 2023).  The College has no additional
  plans to issue debt; however, approximately $2.5 million is
  projected to be outstanding on the College's line of credit at
  the close of FY 2009 (this borrowing reflects bridge financing
  of gifts for the Golisano Hall project).

* New management team focused on improvement of operating
  performance.  A new president (assumed leadership in July 2008),
  vice president for finance (October 2007), and vice president
  for student affairs (December 2008) are focused on strategic
  planning, niche marketing, and identifying new revenue streams
  for the College.  In fall 2008, Hartwick College launched a
  three year bachelor's degree program and an expansion of the
  nursing program is under consideration.

* Improved operating cash flow in recent years.  Positive
  operating cash flow of 4.2% in FY 2008 compares to a 5% cash
  flow deficit as recently as FY 2003, although recent performance
  still does not fully cover debt service under a 5% endowment
  spending draw.  The improving cash flow margin is due to revenue
  growth in core net tuition revenue, as well as an increase in
  unrestricted giving and continued expense management.

                             Outlook

The negative outlook at the Ba1 rating level is based on Moody's
concern regarding the College's small enrollment base and history
of enrollment declines and fundamentally imbalanced operating
performance.  Absent an ability to improve student demand, Moody's
believe the College is likely to face ongoing operating
challenges.  Moody's believe that the College's management team,
president, and Board are prudently focused on achieving
sustainable operating performance.

                What Could Change the Rating - UP

Further strengthening of student demand and stabilized enrollment
of new freshmen, accompanied by a consistent trend in positive
operating cash flow providing solid coverage of debt service and
re-growth of unrestricted financial resources

               What Could Change the Rating - DOWN

Deterioration in liquidity, worsening of operating deficits, or
weakening of student market position

Key Indicators (Fall 2008 Enrollment, FY 2008 Financial
Information):

* Numbers included in parentheses represent the projection of a
  decline in expendable financial resources equal to 30% of total
  financial resources to reflect investment losses combined with
  endowment spending

* Total Full Time Equivalent Enrollment (FTE): 1,451

* Freshmen Selectivity: 78%

* Freshmen Matriculation: 21%

* Net Tuition per Student: $16,210

* Expendable Financial Resources: $22 million ($1.3 million)

* Expendable Financial Resources to Direct Debt: 1 times (0.06
  times)

* Expendable Financial Resources to Operations: 0.5 times (0.03
  times)

* Three-Year Average Operating Margin: negative 5.7%

* Operating Cash Flow Margin: 4%

* Actual Debt Service Coverage: 0.8 times

* Reliance on Student Charges: 82%

Rated Debt:

* Series 2002: Ba1

The last rating action was on March 27, 2006, when Hartwick
College's Ba1 rating was affirmed and the outlook revised to
stable from negative.


HATTIE SCHERBACK: Seeks to Employ Michael Mitchell as Counsel
-------------------------------------------------------------
Hattie Crane Scherback seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Texas, Texarkana Division, to
employ Michael S. Mitchell, P.C., as counsel.

The Debtor desires to retain Michael S. Mitchell, P.C. as counsel
to perform extensive legal services.  The firm will (i) take all
necessary action to protect and preserve the Debtor's estate, (ii)
prepare on behalf of the Debtor all pleadings in connection with
the administration of the estate, and (iii) formulate, negotiate,
and propose a plan of reorganization, if justified.

The firm has received $3,961 retainer from the Debtor.

The firm may be contacted at:

        Michael S. Mitchell, Esq.
        Michael S. Mitchell, P.C.
        Plains Capital Bank Building
        18111 N. Preston Road, Suite 810
        Dallas, TX 75252
        Telephone: 972-578-1400
        Facsimile: 972-578-1325
        E-mail: mike@msm-pc.com

                       About Hattie Scherback

Hattie Crane Scherback owns certain real property located in both
Bowie County Texas and in Red River County Texas, which has a
$9,500,000 mortgage lien held against it.

Ms. Scherback filed for Chapter 11 following a cash flow crisis
created, in large part, by the Debtor's investment in the seed and
equipment needed to begin the production and farming of canola.
The Debtor is actively marketing and seeks to sell the Property in
order to fully pay her debts.

Hattie Crane Scherback, f/k/a Hattie Maye Reed and Hattie Maye
Crane, filed for Chapter 11 on June 1, 2009 (Bankr. E.D. Tex. Case
No. 09-50130).  At the time of the filing, the Debtor estimated
assets and debts of $10,000,001 to $50,000,000.


HAWAII SUPERFERRY: Seeks Pepper Hamilton as Counsel
---------------------------------------------------
Hawaii Superferry Inc. and HSF Holding Inc. ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Pepper Hamilton LLP as their counsel.

Among other things, the firm will:

   a) advise the Debtors with respect to their rights, powers and
      duties as debtors and debtors-in-possession in the continued
      management and operation of their business and properties;

   b) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest;

   c) advise and consult the Debtors regarding the conduct of
      these cases, including all of the legal and administrative
      requirements of operating in chapter 11;

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

   e) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning all litigation in
      which the Debtors may be involved and objections to claims
      filed against the estates.

The firm's compensation rates are:

      Designation            Hourly Rate
      -----------            -----------
      Partners               $465-$725
      Associates             $240-$390
      Legal Assistants       $220

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as define in Section 101(14) of the
Bankruptcy Code.

HSF Holding Inc. operates as the parent company of Hawaii
Superferry, Inc., a Hawaiian inter-island ferry service expected
to commence operations in early 2007.  The Company is planning to
use the latest generation of large, high-speed roll-on/roll-off
catamaran ferries.  The ferries will be used to transport
travellers from island to island as well as transport agricultural
and bulk goods.  The companies filed for protection on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  When the
Debtors sought protection from their creditors, they listed both
assets and debts between $100 million and $500 million.


HAWAII SUPERFERRY: State of Hawaii Seeks Transfer of Venue
----------------------------------------------------------
The state of Hawaii asks the U.S. Bankruptcy Court for the
District of Delaware to transfer the venue of the cases of HSF
Holding, Inc., Hawaii Superferry, Inc., and their affiliates, to
the United States Bankruptcy Court for the District of Hawaii.

The State contends that the transfer of venue to Hawaii:

   -- would be more convenient for interested parties; and
   -- is necessary to protect the interests of the State.

The State contends that the Debtors are nothing more than the
product of a public/private partnership to develop and operate a
transit system solely within Hawaii.  Because the only basis for
jurisdiction in Delaware is that HSF is incorporated in Delaware,
the State argues that the cases would more appropriately be heard
by the bankruptcy court in Hawaii.

HSF Holding Inc. operates as the parent company of Hawaii
Superferry, Inc., a Hawaiian inter-island ferry service expected
to commence operations in early 2007.  HSF Holding and Hawaii
Superferry filed for bankruptcy protection on May 30, 2009 (Bankr.
D. Del. Case Nos. 09-11901 and 09-11902).  David B. Stratton,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP, serve
as the Debtors' counsel.  The Debtors disclosed $100 million to
$500 million in both estimated assets and debts.


HAWAII SUPERFERRY: Taps Blank Rome & Goodsill as Special Counsels
-----------------------------------------------------------------
Hawaii Superferry Inc. and HSF Holding Inc. ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Blank Rome LLP and Goodsill Anderson Quinn & Stifel LLP as
their special counsels.

Blank Rome will provide services in connection with the Debtors'
maritime and financing matters while Goodsill Anderson is expected
to provide services regarding with general corporate and
environmental matters for the Debtors' locally in the State of
Hawaii.

The firms did not disclosure their hourly compensation rates.

To the best of the Debtors knowledge, the firms assure the Court
that they are "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

HSF Holding Inc. operates as the parent company of Hawaii
Superferry, Inc., a Hawaiian inter-island ferry service expected
to commence operations in early 2007.  The Company is planning to
use the latest generation of large, high-speed roll-on/roll-off
catamaran ferries.  The ferries will be used to transport
travellers from island to island as well as transport agricultural
and bulk goods.  The companies filed for protection on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  When the
Debtors sought protection from their creditors, they listed both
assets and debts between $100 million and $500 million.


HAWAIIAN TELCOM: Kirkland Bills $2.5MM for Dec.-to-March Work
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, several
professionals employed with respect to Hawaiian Telcom
Communications Inc.'s Chapter 11 cases filed with the Court their
first interim fee applications for the fee period from December
2008 through March 2009:

                           Fee
Firm                       Period      Fees          Expenses
----                       ----------  ----------    --------
Kirkland & Ellis LLP       12/01/08 -  $2,516,509     $71,312
                           03/31/09

Deloitte & Touche LLP      01/08/09 -     633,929       1,292
                           03/31/09

Ernst & Young LLP          12/01/08 -      52,834           0
                           03/31/09

Lazard Freres & Co. LLC    12/01/08 -     800,000       9,427
                           03/31/09

Morrison & Foerster LLP    12/01/08 -     544,317      41,890
                           03/31/09

FTI Consulting, Inc.       12/01/08 -     722,581      19,653
                           03/31/09

The requested fees total $5,270,170 and the requested expense
reimbursements amount to $143,574.

Kirkland & Ellis serves as the Debtors' counsel.  Deloitte is the
Debtors' independent auditor.  Ernst & Young acts as tax auditors
to the Debtors.  Lazard Freres is financial advisor to the
Debtors.

Morrison Foerster is the Official Committee of Unsecured
Creditors' lead counsel.  FTI Consulting is financial advisor to
the Committee.

              U.S Trustee Comments on Applications

Upon review, Tiffany Caroll, acting United States Trustee for
Region 15, objects to certain of the first interim fee
applications.

The U.S. Trustee opposes the $3,900 portion of fees sought by
Deloitte for preparing its application.  The U.S. Trustee asserts
that time spent to satisfy the interim compensation procedures as
preparing monthly invoices should not be billable to the Debtors'
estate.  Subsequently, the U.S. Trustee informed the Court that
she has communicated with Deloitte resulting to Deloitte's
voluntarily agreeing to reduce (i) its sought expenses by $1,292;
and (ii) its sought fees by $2,000.  With the reduction, the U.S.
Trustee does not object to Deloitte's Application.

The U.S. Trustee also observes that of the $52,834 in fees sought
by Ernst & Young, more than $30,000 involves the firm's retention
work, including updating matrixes, preparing statements of work,
obtaining information on its Global Financial Information System,
preparing engagement letters, and doing conflicts checks.  The
U.S. Trustee asserts that the $30,000 amount is excessive and
that much of the work, including engagement letters, should not
be billed to the Debtors' estates.  She continues that no more
than $5,000 should be allowed as a reasonable fee for conducting
the work for Ernst & Young retention.  The U.S. Trustee also
objects to the allowance of $17,483 billed by Mr. Queza of Ernst
& Young since there are no accompanying time entries for his
work.

The U.S. Trustee reserves its right to further review Lazard
Freres' fees until the firm files its application for final fees.
Nevertheless, the U.S. Trustee notes that Lazard Freres seeks
$865 in reimbursement of car services and taxis, $700 of which
charges were incurred in September and October 2008 well before
the Debtors' bankruptcy filing.  The U.S. Trustee asserts that it
is not clear why those expenses are actual and necessary.

Moreover, the U.S. Trustee tells the Court that she has
communicated with Kirkland & Ellis regarding her concerns to its
interim application.  Accordingly, Kirkland & Ellis has
voluntarily agreed to reduce its fee request by $16,305 plus
related general excise tax of 4.7% for a total reduction of
$17,701.  In light of the reduction, the U.S. Trustee does not
oppose Kirkland & Ellis' application.

               State of Hawaii Asserts Excise Tax Right

In a statement filed with the Court, the State of Hawaii asks
Judge King to direct all professionals either (i) approved by the
Court pursuant to the Interim Compensation Procedures, or (ii)
paid by the Debtors' estates through a cash collateral order as
in the case of Lehman Commercial Paper, Inc.'s professionals
including Weil, Gotshal & Manges LLP and Houlihan Lokey Howard
and Zukin to add 4.712% to their sought fees and costs and pay
the amount equal to 4.712% to the State of Hawaii.

Jerrold K. Guben, Esq., at special deputy attorney general for
the State, in Honolulu, Hawaii, explains that Chapter 237 Hawaii
Revised Statutes imposes a general excise tax on gross income
received by a taxpayer with respect to business activities in the
State.  In this regard, the State asserts its right to impose an
excise tax on the professional fees and costs of the Debtors'
out-of-state professionals and in-state professionals, provided
that the professional has a nexus with the State of Hawaii and
services are used or consumed in the State.

                       About Hawaiian Telcom

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

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

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

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

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


HAYES LEMMERZ: Incurs $58.5-Mil. Net Loss for Qrtr Ended April 30
-----------------------------------------------------------------
Hayes Lemmerz International, Inc.'s balance sheet at April 30,
2009, showed total assets of $1.0 billion, total liabilities of
$1.3 billion, resulting in a stockholders' deficit of about
$280 million.

For three months ended April 30, 2009, the Company incurred net
loss of $58.5 million compared with net loss of $12.8 million for
the same period in the previous year.

As of April 30, 2009, the Company was in violation the leverage
ratio and interest coverage ratio covenants of its prepetition
credit facilities.  The failure to meet these covenants and its
subsequent Chapter 11 filings were events of default under the
prepetition credit facilities and also resulted in a default under
the senior notes.  As a result, those long-term debt obligations
became automatically and immediately due and payable, subject to
an automatic stay of any action to collect, assert, or recover a
claim against the Debtors and the application of applicable
bankruptcy law.

Cash used for operations was $33.1 million in the first three
months of fiscal 2009 compared to $31.8 million in the first three
months of fiscal 2008.  The $1.3 million increased use of cash was
due to lower profits offset by a decrease in working capital, both
attributable to lower sales volumes during the first quarter of
fiscal 2009 as compared to the first quarter of fiscal 2008.

A full-text copy of the 10-Q is available for free at:

               http://ResearchArchives.com/t/s?3e0f

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC serves as the Company's financial advisors.  AlixPartners, LLP
serves as the Company's restructuring advisors.  The Garden City
Group, Inc., serves as the Debtors' claims and notice agent.  As
of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HENRY DUNAY: Files Bare-Bones Chapter 11 Petition
-------------------------------------------------
Henry Dunay Designs Inc. filed for bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York on June 22,
2009.

Reuters' Emily Chasan says the company did not specify why it
filed for bankruptcy in its initial petition, but notes that
several jewelers have been forced into bankruptcy over the last
year as consumers cut back on discretionary purchases.

Ms. Chasan says Henry Dunay, the Company's president, declined to
comment on the reason for the bankruptcy filing.

Henry Dunay has outfitted dozens of celebrities and sells designs
through upscale department stores like Bergdorf Goodman and Neiman
Marcus.

Mr. Dunay launched the company in 1965 and is listed as president
of the company on the bankruptcy filing, according to the report.

The case is Henry Dunay Designs Inc. (Bankr. S.D.N.Y. Case No.
09-13969).  The Company listed assets and liabilities in the range
of $1 million to $10 million.


HERBST GAMING: Files Joint Plan of Reorganization in Nevada
-----------------------------------------------------------
Herbst Gaming, Inc., and certain of its subsidiaries filed with
the U.S. Bankruptcy Court for the District of Nevada a joint Plan
of Reorganization.

The Company related that the Bankruptcy law does not permit
solicitation of acceptances of a Plan of reorganization until the
bankruptcy court approves the disclosure statement relating to the
Plan.

A full-text copy of the Debtors' Joint Plan Of Reorganization is
available for free at http://ResearchArchives.com/t/s?3e0d

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  Herbst Gaming had
$919.1 million in total assets; and $33.5 million in total
liabilities not subject to compromise and $1.24 billion in
liabilities subject to compromise, resulting in $361.0 million in
stockholders' deficiency as of March 31, 2009.


HOVNANIAN ENTERPRISES: Unit Commences Cash Tender Offers
--------------------------------------------------------
Hovnanian Enterprises, Inc.'s wholly owned subsidiary,
K. Hovnanian Enterprises, Inc., has commenced cash tender offers
for:

     (i) any and all of its outstanding $28,870,000 6% Senior
         Subordinated Notes due 2010 at a fixed purchase price;

    (ii) the maximum aggregate principal amount of its 8% Senior
         Notes due 2012 ($88,174,000 outstanding), 8-7/8% Senior
         Subordinated Notes due 2012 ($70,935,000 outstanding) and
         7-3/4% Senior Subordinated Notes due 2013 ($96,225,000
         outstanding) that it can purchase for $40.0 million at a
         purchase price determined in accordance with the
         procedures of a modified "Dutch Auction"; and

   (iii) the maximum aggregate principal amount of its 6-1/2%
         Senior Notes due 2014 ($144,149,000 outstanding), 6-3/8%
         Senior Notes due 2014 ($115,313,000 outstanding), 6-1/4%
         Senior Notes due 2015 ($135,403,000 outstanding), 6-1/4%
         Senior Notes due 2016 ($182,405,000 outstanding), 7-1/2%
         Senior Notes due 2016 ($196,652,000 outstanding) and
         8-5/8% Senior Notes due 2017 ($207,178,000 outstanding)
         that it can purchase for $20.0 million at a purchase
         price determined in accordance with the procedures of a
         modified "Dutch Auction".

Each Tender Offer will expire at 8:00 a.m., New York City time, on
July 20, 2009, unless extended or earlier terminated.  Holders of
Notes must validly tender and not withdraw their Notes on or prior
to 5:00 p.m., New York City time, on July 2, 2009, unless extended
(with respect to each Tender Offer, the "Early Participation
Date"), to receive the Total Consideration for their Notes.

The Total Consideration includes an early participation payment of
$30.00 for each $1,000 principal amount of Notes validly tendered
on or before the Early Participation Date and accepted in the
applicable Tender Offer.  Holders validly tendering their Notes
after the Early Participation Date and on or prior to the
Expiration Date will only be eligible to receive the Tender Offer
Consideration for such Notes, which is equal to the Total
Consideration for such Notes less the Early Participation Payment.
Notes tendered may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on July 2, 2009, unless extended but not
thereafter.

             95.50 Cents-On-The-Dollar for 2010 Notes

Holders who validly tender and do not validly withdraw their 2010
Notes prior to the Early Participation Date, will be entitled to
receive the Total Consideration of $985, payable in cash, for each
$1,000 principal amount of 2010 Notes accepted for purchase, which
amount includes the Early Participation Payment.  Holders who
validly tender their 2010 Notes after the Early Participation Date
but prior to the Expiration Date will receive the Tender Offer
Consideration of $955 per $1,000 principal amount of 2010 Notes
accepted for purchase but will not receive the Early Participation
Payment.

                        Dutch Tender Offers

The Total Consideration payable to holders who validly tender and
do not validly withdraw their Dutch Notes on or prior to the Early
Participation Date will be determined based on a formula
consisting of a "base price" per $1,000 principal amount of Dutch
Notes, plus a "clearing premium" to be determined pursuant to the
modified "Dutch Auction."  Holders validly tendering their Dutch
Notes after the Early Participation Date and on or prior to the
Expiration Date will only be eligible to receive the Tender Offer
Consideration for their Dutch Notes, which is equal to the Total
Consideration for such Dutch Notes less the Early Participation
Payment.

The clearing premium will be determined by consideration of the
"bid price" specified by each holder that tenders Dutch Notes into
the applicable Dutch Tender Offer, which represents the minimum
Total Consideration such holder is willing to receive for those
Dutch Notes.  The bid price each holder specifies with respect to
a particular series of Dutch Notes must be within these ranges:

                                             Base Price/
                                             Minimum      Maximum
  Series of Notes                            Bid Price   Bid Price
  ----------------------------------------   ----------  ---------
  8% Senior Notes due 2012                      $650        $750
  8-7/8% Senior Subordinated Notes due 2012     $500        $600
  7-3/4% Senior Subordinated Notes due 2013     $400        $500
  2014-2017 Notes                               $480        $580

With respect to each Dutch Tender Offer, the "clearing premium"
will be determined by consideration of the "bid premiums" -- the
amount by which each bid price exceeds the base price -- of all
tendered Dutch Notes, in order of lowest to highest bid premiums.
The clearing premium will be the lowest single premium such that
for all tenders of Dutch Notes whose bid price results in a bid
premium equal to or less than this single lowest premium, K.
Hovnanian will be able to purchase the greatest principal amount
of Dutch Notes for $40.0 million in the case of the 2012-2013
Tender Offer and $20.0 million in the case of the 2014-2017 Tender
Offer.

With respect to each Dutch Tender Offer, if the aggregate amount
of Dutch Notes validly tendered (and not withdrawn) at or above
the clearing premium would cause K. Hovnanian to spend more than
$40.0 million in the case of the 2012-2013 Tender Offer and
$20.0 million in the case of the 2014-2017 Tender Offer, then,
subject to the terms and conditions of the Dutch Tender Offers, K.
Hovnanian will accept for purchase, first, all Dutch Notes validly
tendered (and not withdrawn) at a bid premium less than the
applicable clearing premium, and thereafter, Dutch Notes validly
tendered (and not withdrawn) with a bid premium equal to the
applicable clearing premium on a prorated basis.

                   K. Hovnanian to Pay Interest

K. Hovnanian will pay accrued and unpaid interest on all Notes
tendered and accepted for payment in the Tender Offers from the
last interest payment date to, but not including, the date on
which the Notes are purchased.

The Tender Offers are conditioned upon the satisfaction of certain
customary conditions. The Tender Offers are not conditioned on
financing, any minimum amount of Notes being tendered or the
consummation of any of the other Tender Offers.

The terms and conditions of the Tender Offers are described in the
Offers to Purchase, dated June 19, 2009, and in the related Letter
of Transmittal.  K. Hovnanian has retained Citi, Banc of America
Securities LLC and Wachovia Securities to serve as dealer managers
for the Tender Offers, and Bondholder Communications Group to
serve as the information and tender agent. Copies of the offer to
purchase and related documents may be obtained from BCG at (888)
385-2663 (toll free).  Questions regarding the Tender Offers may
be directed to:

     Citi at (800) 558-3745 (toll free) or
             (212) 723-6106 (collect),

     Banc of America Securities LLC (888) 292-0070 (toll free) or
             (980) 388-9217 (collect) and

     Wachovia Securities at (866) 309-6316 (toll free) or
             (704) 715-8341 (collect).

                    About Hovnanian Enterprises

Hovnanian Enterprises, Inc. (NYSE: HOV) founded in 1959 by Kevork
S. Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian(R) Homes(R), Matzel &
Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes,
Oster Homes, First Home Builders of Florida and CraftBuilt Homes.
As the developer of K. Hovnanian's(R) Four Seasons communities,
the Company is also one of the nation's largest builders of active
adult homes.


INDALEX HOLDINGS: Committee Objects to Bonus Plan for Management
----------------------------------------------------------------
Bloomberg News reports that the official committee of unsecured
creditors in Indalex Holdings Finance Corp. and its affiliates'
Chapter 11 cases has filed before the U.S. Bankruptcy Court for
the District of Delaware an objection to a proposed bonus program
for management.  The Committee is complaining that Indalex filed
the motion for approval of the bonuses only three days before bids
were due for the sale of the assets.  The Committee, according to
Bloomberg, says that Indalex knew by then that the sale price
would exceed the threshold required for paying executive bonuses.
The committee contends that the program is a retention bonus
prohibited by Congress for senior managers of bankrupt companies.

                       About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc. Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on March
20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J. Bowman,
Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington,
Delaware, has been tapped as counsel.  Epiq Bankruptcy Solutions
LLC is the claims and noticing agent.  In its bankruptcy petition,
Indalex listed assets of $356 million against debt totaling
$456 million.


INNOVATIVE COS: Can Use Citibank Cash Collateral Until June 30
--------------------------------------------------------------
On June 17, 2009, the U.S. Bankruptcy Court for the Eastern
District of New York granted The Innovative Companies LLC, et al.,
permission, on an interim basis, to continue using cash collateral
of Citibank, N.A., until June 30, 2009, in accordance with a
budget.

As of the petition date, Citibank asserts a claim against the
Debtors of approximately $22,110,000 secured by the Debtors'
assets, including cash collateral that is estimated by the Debtors
to be worth approximately $14,000,000.

As adequate protection against any diminution in value of the
Collateral, including cash collateral, Citibank is granted a
security interest and replacement lien in all of the assets and
property acquired by the Debtors after the petition date and the
proceeds thereof, including, without limitation, the bank accounts
maintained by the Debtors at any non-Citibank financial
institution, subject to a Carve-Out for fees payable to the U.S.
Trustee and any fees payable to the Clerk of the Bankruptcy Court,
and reasonable fees and expenses of any Chapter 7 trustee
appointed in a subsequent conversion of all of the cases, up to a
maximum of $7,500.

As additional adequate protection, Citibank is granted an allowed
administrative claim under sections 503(b)(1), 507(a), and 507(b)
of the Bankruptcy Code for any diminution in the value of the
Citibank Collateral.

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on
April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie
A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents
the Debtors in their restructuring efforts.  David M. Banker,
Esq., at Lowenstein Sandler PC, represents the official committee
of unsecured creditors as counsel.  In its petition, the Company
listed $10 million to $50 million each in assets and debts.


INNOVATIVE COS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
The Innovative Companies LLC filed with the U.S. Bankruptcy Court
for the Eastern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             ----------     -----------
  A. Real Property
  B. Personal Property            $9,332,600
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $22,119,526
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $17,445
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $15,525,740
                                  ----------    ------------
          TOTAL                  $9,332,600     $37,662,711

A copy of Innovative Companies' schedules of assets and debts is
available at http://bankrupt.com/misc/Innovative.SAL.pdf

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on
April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie
A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents
the Debtors in their restructuring efforts.  David M. Banker,
Esq., at Lowenstein Sandler PC, represents the official committee
of unsecured creditors as counsel.  In its petition, the Company
listed $10 million to $50 million each in assets and debts.


INTERMET CORP: Plan Set for July 14 Confirmation Hearing
--------------------------------------------------------
Intermet Corp. obtained from the U.S. Bankruptcy Court for the
District of Delaware approval of the disclosure statement
explaining its Chapter 11 plan.  Intermet has already won support
for the Plan from the official committee of unsecured creditors
and first- and second-lien lenders.  Intermet will seek
confirmation of the Plan at a hearing on July 14.

The Court will also consider approval July 14 of the sale of
Intermet to first-lien lenders owed some $35 million, unless they
are outbid.  If the assets are sold to another buyer paying cash,
the lenders are to receive the proceeds.  If there is an offer at
auction from someone other than a lender, the price must be at
least $23 million cash.

Holders of administrative expense claims under Sec. 503(b)(9) of
the Bankruptcy Code, estimated at $6 million, are to recover 35%
to 50% of their allowed claims.  The second-lien lenders owed
$107 million and unsecured creditors with $93 million in claims
are expected to recover not more than 2%.  Equity holders are out
of the money.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan, dated May 28, 2009, is available
at http://bankrupt.com/misc/intermet.DS.pdf

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


ISOLAGEN INC: Agrees to Restructuring Plan with Stakeholders
------------------------------------------------------------
Isolagen, Inc., and its debtor-affiliates disclose that in
connection with their 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 roughly $500,000 of secured notes issued in
       April 2009, and

   (c) Viriathas Services LLC Series as agent for the group of DIP
       lenders.

Pursuant to the terms and conditions of the Restructuring
Agreement and subject to confirmation of the plan that
memorializes the restructuring set forth in the agreement by order
of the U.S. Bankruptcy Court for the District of Delaware, the
parties to the Restructuring Agreement have agreed to this plan of
reorganization:

     (i) the DIP Lenders and Pre-Petition Lenders will receive in
         full satisfaction of their claims, common stock of up to
         61% of the reorganized company, subject to reduction to
         49.9% of the reorganized company upon dilution resulting
         from exit financing in an amount not to exceed
         $2.0 million to be raised upon exit from bankruptcy;

    (ii) the Note Holders will receive in full satisfaction of the
         outstanding Notes -- in the principal amount of roughly
         $79.2 million as of June 18, 2009 -- in the aggregate:

         (a) an unsecured note in principal amount of $6.0 million
             due June 1, 2012 with interest payable in cash at a
             rate of 12.5% per annum or payable in kind by
             capitalizing such unpaid interest amount and adding
             it to principal at a rate of 15% per annum,
             redeemable at the option of the Company at 125% of
             face value and mandatorily redeemable if the Company
             raises $10.0 million in capital or is acquired by a
             third party; and

         (b) common stock of 33% of the reorganized company,
             subject to reduction to 27% of the reorganized
             company upon dilution resulting from an Exit
             Financing;

   (iii) the Debtors' general unsecured trade creditors (owed
         approximately $750,000) will receive in full satisfaction
         of their claims, common stock of 1% of the reorganized
         company, subject to reduction to 0.82% of the reorganized
         company upon dilution resulting from an Exit Financing;

    (iv) the management team of the reorganized company will
         receive common stock of 5% of the reorganized company,
         subject to reduction to 4.09% of the reorganized company
         upon dilution resulting from an Exit Financing, which
         equity will be subject to a 3-year vesting schedule
         whereby 50% shall vest on the first anniversary, 25%
         shall vest on the second anniversary and 25% shall vest
         on the third anniversary;

     (v) the Company's current common stock, options or similar
         equity securities (including those under or in connection
         with any employment agreements) shall be cancelled and
         extinguished and the holders shall not receive any
         distributions of property; and

    (vi) the Board of Directors of the reorganized company will
         be determined by the DIP Lenders and the providers of the
         Exit Financing.

During the negotiations of the Restructuring Agreement, the
Company attempted to retain an interest for the Company's common
stockholders in the reorganized company.

The terms are subject to the submission and approval of a plan of
reorganization for the Company, and the occurrence of the
effective date of any 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 the exit financing.

As reported by the Troubled Company Reporter on June 22, 2009, the
the Bankruptcy Court approved a motion for an interim order for
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), of
which 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.

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.

                          About Isolagen

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.

Isolagen, Inc., and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


ISOLAGEN INC: NYSE Amex to Delist Stock Effective June 29
---------------------------------------------------------
Isolagen, Inc., reports that its common stock will be delisted
from the NYSE Amex, effective June 29, 2009.

During the negotiations of the Restructuring Agreement, the
Company attempted to retain an interest for the Company's common
stockholders in the reorganized company.  The Restructuring
Agreement agreed to by the Debtors and (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 roughly
$500,000 of secured notes issued in April 2009; and (c) Viriathas
Services LLC Series as agent for the group of DIP lenders,
provides that in the proposed plan of reorganization the Company's
current common stock, options or similar equity securities will be
cancelled and extinguished and the holders will not receive any
distributions of property.

As the Company's common stock will not be eligible to receive any
distributions of property pursuant to the proposed plan of
reorganization, it is unlikely that the Company's currently
outstanding common stock will be able to be listed on an
alternative exchange or quotation system after the stock is
delisted from the NYSE Amex.

The Company has been advised that its common stock is currently
trading on the "grey market" under symbol ILEIQ.  There are no
market makers for common stock in this market.  Trades in grey
market stocks are reported by broker-dealers to their self
regulatory organization and the self regulatory organization
distributes the trade data to market data vendors and financial
Web sites so investors can track price and volume.  Since grey
market securities are not traded or quoted on an exchange or
interdealer quotation system, investor's bids and offers are not
collected in a central location so market transparency is
diminished and best execution of orders is difficult.  The grey
market does not require companies whose securities are quoted upon
its system to meet any listing requirements.

                          About Isolagen

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.

Isolagen, Inc. and its wholly owned subsidiary, Isolagen
Technologies, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code on June 15,
2009 (Bankr. D. Del. Case Nos. 09-12072 and 09-12073).  Mary E.
Augustine, Esq., at Ciardi Ciardi & Astin, P.C., in Wilmington,
Delaware, represents the Debtors.  The Debtors disclosed
$1,000,001 to $10,000,000 in estimated assets and debts.


JOHN DIXON: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Frederick Dixon
        851 Irwin Street, Suite 302
        San Rafael, CA 94901

Bankruptcy Case No.: 09-11851

Chapter 11 Petition Date: June 19, 2009

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael D. Cooper, Esq.
                  mcooper@wendel.com
                  Wendel, Rosen, Black and Dean LLP
                  1111 Broadway 24th Fl.
                  P.O. Box 2047
                  Oakland, CA 94604-2047
                  Tel: (510) 834-6600

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ORIX Capital Markets, LLC      personal guaranty $15,292,805
Attn: Chuck Crouch
1717 Main Street
Dallas, TX 75201
Tel: (214) 237-2090

JP Morgan Chase Bank, N.A.     personal guaranty $13,300,000
123 Mission Street - 5th Floor
San Francisco, CA 94905
Attn: Mr. John Benson
Tel: (415) 644-2104

City of Long Branch            personal guaranty $3,400,000
Attn: Mr. Howard Woolley
344 Broadway, Municipal Bldg.
Long Branch, NJ 07740
Tel: (732) 571-5645

First Republic Bank            revolving line of $1,500,000
Attn: Mr. Brian Plotner        credit
111 Pine Street, 3rd Floor
San Francisco, CA 94104
Tel: (415) 288-8030

Legacy Bank                    personal guaranty $1,230,000
Attn: Mr. Julian L. Fruhling
President
15100 N. 78th Way, Suite 101
Scottsdale, AZ 85260
Tel: (480) 778-2677

Bressler, Amery & Ross, P.C.   legal fees        $377,102

Eleanor, Yvonne & Douglas      Rental security   $2,300
Richardson                     deposit

Lewis & Lewis                  security deposit  $1,560

Denise Mills and Tim Reynolds  security deposit  $1,400

William Johnson                security deposit  $875

Morling & Company              security deposit  $780

Kevin Heaney                   security deposit  $780

John L. Wright                 obligations       unknown

Herbert J. Jaffe               obligations       unknown

Laura A. Ball                  obligations       unknown

Barclays Capital Real Estate   obligations       unknown
Inc.


JOSEPH ALFARO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Joseph G. Alfaro
               Virginia Claudet Alfaro
               1586 Blackstock Ave.
               Simi Valley, CA 93063

Bankruptcy Case No.: 09-17606

Chapter 11 Petition Date: June 19, 2009

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

Judge: Maureen Tighe

Debtors' Counsel: Blake Lindemann, Esq.
                  433 N Camden Dr 4th Fl
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  Email: ecf@llgbankruptcy.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/cacb09-17606.pdf

The petition was signed by the Joint Debtors.


KHAN GUL: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Khan Gul, Inc.
        2205 W. Norvell Bryant Hwy
        Lecanto, FL 34461

Bankruptcy Case No.: 09-04970

Chapter 11 Petition Date: June 19, 2009

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

Judge: Chief Paul M. Glenn

Debtor's Counsel: Leon M. Boyajan, II, Esq.
                  2303 West Highway 44
                  Inverness, FL 34453
                  Tel: (352) 726-1800
                  Email: lboyaja1@tampabay.rr.com

Total Assets: $624,500

Total Debts: $1,203,000

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

          http://bankrupt.com/misc/flmb09-04970.pdf

The petition was signed by Sanam Gulzar.


KV PHARMACEUTICAL: Form 10-K Filing Delay Prompts NYSE Monitoring
-----------------------------------------------------------------
KV Pharmaceutical Company received a letter from NYSE Regulation,
Inc., on June 16, 2009, informing the Company that it is subject
to certain procedures as specified in Section 802.01E of the
NYSE's Listed Company Manual as a result of its failure to timely
file its Annual Report on Form 10-K for the fiscal year ended
March 31, 2009 with the Securities and Exchange Commission.

Section 802.01E provides that the NYSE will monitor the Company
and the status of the Company's filing of the 2009 Annual Report
for a six-month period from the filing due date for the 2009
Annual Report.  If the 2009 Annual Report is not filed with the
SEC upon expiration of such six-month period, the NYSE will, in
its sole discretion, determine whether to provide the Company with
an additional six-month period in which to file the 2009 Annual
Report.  The letter also states that, regardless of the procedures
specified in Section 802.01E and if circumstances warrant, the
NYSE could commence delisting procedures at any time during any
period that is available to complete the filing of the 2009 Annual
Report.

As disclosed in its Notification of Late Filing on Form 12b-25
filed with the SEC on June 2, 2009, the Company has been unable to
timely file the 2009 Annual Report due to an ongoing internal
investigation being conducted by the Audit Committee of the Board
of Directors of the Company.  While the Audit Committee's
investigation has been substantially completed, the Audit
Committee has referred certain matters with a potential financial
reporting impact resulting from its investigation to management
for resolution.  Until the matters can be resolved, the Company
will not be in a position to file the 2009 Annual Report with the
SEC.  The Company expects the matters to be resolved before the
end of July 2009.  In addition, the Company is continuing to
evaluate the financial statement implications of the provisions of
the consent decree the Company entered into with the U.S. Food and
Drug Administration on March 2, 2009 and of actions to recall all
of the products it manufactured, suspend manufacturing and
shipment of its products, substantially reduce its workforce and
realign its cost and organizational structure.

As a result of the investigation conducted by the Audit Committee
and the matters related thereto currently under evaluation by
management, the Company was unable to timely file its 2009 Annual
Report with the SEC.  The Company is in the process of preparing
the 2009 Annual Report but is unable, at this time, to estimate
when the 2009 Annual Report will be completed and filed.

                      About KV Pharmaceutical

Based in St. Louis, Missouri, KV Pharmaceutical Company (NYSE:
KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully
integrated specialty pharmaceutical company that develops,
manufactures, markets, and acquires technology-distinguished
branded and generic/non-branded prescription pharmaceutical
products.  The Company markets its technology distinguished
products through ETHEX Corporation, a subsidiary that competes
with branded products, and Ther-Rx Corporation, the company's
branded drug subsidiary.


LAND RESOURCE: Wants Case Converted to Chapter 7 Liquidation
------------------------------------------------------------
Land Resource asks the U.S. Bankruptcy Court for the Middle
District of Florida to convert its Chapter 11 bankrutpcy case to
proceedings under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on March 25, 2009,
the Court converted the Chapter 11 cases of various affiliates to
Chapter 7:

   1.  Blue Mist Farms, LLC
   2.  Bridge Pointe at Jekyll Sound, LLC
   3.  Clarks Hill Lake, LLC
   4.  Coastline Properties, LLC
   5.  Cumberland Harbour Realty, LLC
   6.  Hickory Bluff Marina Club, Inc.
   7.  Hickory Bluff Marina, LLC
   8.  Laird Bayou Brokerage, LLC
   9.  Laird Bayou, LLC
  10.  Laird Point Brokerage, LLC
  11.  Laird Point, LLC
  12,  Lakemont Advertising, LLC
  13.  Land Resource Group of NC, LLC
  14.  Land Resource Group, Inc.
  15.  Land Resource Meigs County, LLC,
  16.  Land Resource Orchards, LLC
  17.  Land Resource Satilla River, LLC
  18   Land Resource Watts Bar, LLC
  19.  Land First Mortgage, LLC
  20.  LandFirst Title, LLC
  21   LR Baytree Landing, LLC
  22.  LR Buffalo Creek, LLC
  23,  LR Riversea, LLC
  24.  LRC Aviation Company, LLC
  25.  LRC Holdings, LLC
  26.  LRC Realty, LLC
  27   Roaring River Holding Company, Inc.
  28.  Roaring River, LLC
  29.  Rush Creek Land Company, Inc.
  30.  Southern HOA Management, LLC
  31.  Stillwater Coves, LLC
  32.  The Ridges at Morgan Creek, LLC,
  33.  Villages at Norris Lake, LLC

Only Land Resource, LLC and Point Peter, LLLP remained as debtors-
in-possession as they continue to market the sale of the
Cumberland Harbour assets.

On December 22, 2008, the Court approved bidding procedures for
the sale of substantially all of Land Resource's assets.  Land
Resource conducted auction sales for its assets and the Court
approved sales with respect to six developments.

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
includig coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.

The company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, represent the Debtors as counsel.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represents the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LARGE CARTAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Large Cartage, Inc.
        2571 Busse Road, Suite 304
        Elk Grove Village, IL 60007

Bankruptcy Case No.: 09-22556

Chapter 11 Petition Date: June 20, 2009

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Joel A. Schechter, Esq.
                  Law Offices Of Joel Schechter
                  53 W Jackson Blvd, Ste 1025
                  Chicago, IL 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714
                  Email: joelschechter@covad.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/ilnb09-22556.pdf

The petition was signed by Young Sun Park, president of the
Company.


MAHALO ENERGY: Court Denies Secured Lenders-Led Sale Process
------------------------------------------------------------
Bill Rochelle at Bloomberg reports that the U.S. Bankruptcy Court
for the Eastern District of Oklahoma denied a proposal by Mahalo
Energy (USA) Inc., to auction assets where secured lenders Ableco
Finance LLC and Wells Fargo Foothill LLC will be the lead bidders.

Ableco and Wells Fargo have jointly offered to purchase the assets
for $350,000 plus their $73 million secured claims.

The Court also denied the related $2 million debtor-in-possession
loan from Ableco and Wells Fargo.

Mr. Rochelle notes that both denials were "without prejudice,"
which means Mahalo can try again.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 on May 21, 2009 (Bankr.
E.D. Okla. Case No. 09-80795).  Stephen W. Elliott, Esq., at
Kline, Kline, Elliot & Bryant, PC, represents the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


MANTUA LAND: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Mantua Land Company Inc.
        2940 Paddock Rd.
        Weston, FL 33331

Bankruptcy Case No.: 09-22377

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        BJK, LLC                                   09-22382
        KHOC, LLC                                  09-22383

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Julianne R. Frank, Esq.
                  11382 Prosperity Farms Rd. #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  Email: fwbbnk@bellsouth.net

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

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

The Debtor identified Portage County with a tax claim for
$43,771 as its largest unsecured creditor. A copy of the Company's
largest unsecured creditor is available for free at:

      http://bankrupt.com/misc/flsb09-22377.pdf

The petition was signed by Bernie J. Kosar, Jr., president of the
Company.


MATRIX DEVELOPMENT: Court Declines to OK Disclosure Statement
-------------------------------------------------------------
Judge Trish Brown of the United States Bankruptcy Court for the
District of Oregon last week declined to approve the disclosure
statement explaining the proposed Plan of Reorganization of Matrix
Development Corporation, also known as Legend Homes.

NetDockets notes that Judge Brown's order does not provide
specific detail with respect to the basis for denying approval of
the Disclosure Statement.  Objections and responses to the
adequacy of the Disclosure Statement were filed by:

   * The Official Committee of Unsecured Creditors
   * Wachovia Financial Services Inc.
   * Stonewater Homeowners' Association
   * Illinois Union Insurance Company
   * JP Morgan Chase Bank N.A.
   * Bank of America N.A.
   * Columbia River Bank
   * KeyBank National Association
   * FountainCourt Owners Group

Many of the objections challenged the level of disclosure
contained in the proposed Disclosure Statement, particularly with
respect to the likely amount of claims in various classes and the
financial projections for the reorganized company.  In its
response to the objections filed in advance of the hearing on the
Disclosure Statement, Matrix Development acknowledged that its
proposed Plan of Reorganization was going to be modified which
would result in necessary modifications to the Disclosure
Statement as well.  In response, the Court's order does set a
required timeline for the Disclosure Statement approval and Plan
of Reorganization confirmation process going forward.  Among the
highlights:

   * Creditors are required to make section 1111(b)(2) elections
     by June 19, 2009.  However, elections can be revoked through
     July 22, 2009.

   * Matrix must file a motion for determination of the allowed
     secured and unsecured amounts of its lenders' claims for
     purposes of voting on the Plan by July 15, 2009.

   * Matrix is required to circulate (but not file) an amended
     Disclosure Statement and Plan of Reorganization by July 31,
     2009.

   * The parties receiving the amended Disclosure Statement and
     Plan of Reorganization have until August 14, 2009 to provide
     comments to Matrix.

   * Matrix must file the amended Disclosure Statement and Plan
     of Reorganization with the court by August 28, 2009.

   * The deadline to object to the amended Disclosure Statement
     is September 4, 2009.

                           Plan Terms

As envisioned, the Plan will be funded by a combination of the
Debtor's cash on hand as of the Plan's Effective Date and cash
that is collected or generated by the Reorganized Debtor after the
Plan's Effective Date.

General unsecured claims are divided into six classes, Classes 18
through 23.  Contractor Unsecured Claims under Class 21 will be
paid an amaount equal to 40% of each allowed amount on the Plan's
effective date or as soon thereafter as the allowed amount is
determined.

All of the Lenders' secured claims are placed in eight general
classes, one for each Lender.  Those classes are Classes 1, 2, 4,
6, 7, 8, 14 and 15.  The payment terms and the maturity date of
each allowed secured claims that is secured by one of the Retained
Projects will be changed.  The Lenders' claims that are secured by
Collateral other than the Retained Projects are unimpaired by the
Plan and the Lenders holding those claims will be permitted to
exercise their foreclosure remedies with regard to that other
Collateral.

Equity Interests will be cancelled on the Plan's Effective Date,
and the shareholders will not receive or retain on account of
their Equity Interests any property or other consideration under
the Plan.

Construction Lien Claims in Class 3, to the extent the liens
securing them are valid and have priority over the trust deed
liens of the Lenders, will be paid in full from the proceeds of
the Collateral securing those claims, in each case, when both
(i) the validity, priority and extent of the lien has been finally
determined, either by final order or by agreement of the
lienholder, the Reorganized Debtor and the applicable Lender, and
(ii) the Collateral securing such secured claim has been sold.

The secured claims, if any, of JD Properties Vancouver LLC (Class
5), Dennis Pahlisch (Class 9), North Albany Investments, LLC
(Class 10), creditors holding purchase money security interests in
equipment (Class 11), and governmental units holding property tax
claims (Class 12) are not impaired by the Plan.

The secured claim of Rocky Mountain Land LLC in Class 13 is
impaired by the Plan.  The Collateral that secures that claim, as
well as the Class 14 Claim of U.S. Bank, will be made subject to a
lien in favor of the Reorganized Debtor to secure a claim for the
costs and expenses incurred by the estate for obtaining and
maintaining governmental approvals and permits for the Witham Oaks
subdivision (the "506(c) Claim").  The lien securing the 506(c)
Claim will be senior in priority to all liens on that Collateral
other than liens securing property tax claims.  The holder of the
Class 13 Claim will be permitted to exercise its foreclosure
remedies with respect to that Collateral, as will U.S. Bank.

             Classification of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtors into 24 classes:

    Class 1     Bank of America's Secured Claim
    Class 2     Columbia River Bank's Secured Claims
    Class 3     Construction Lien Claims
    Class 4     First Independent Bank's Secured Claim
    Class 5     JD Properties Vancouver LLC's Secured Claim
    Class 6     JP Morgan Chase Bank's Secured Claim
    Class 7     KeyBank's Secured Claims
    Class 8     M&T Bank's Secured Claim
    Class 9     Dennis Pahlisch's Secured Claim
    Class 10    North Albany Investments, LLC's Secured Claim
    Class 11    PMSI Equipment Secured Claims
    Class 12    Property Tax Claims
    Class 13    Rocky Mounty Land LLC's Secured Claim
    Class 14    U.S. Bank's Secured Claim
    Class 15    Wachovia Financial Services Inc.'s Secured Claim
    Class 16    Priority Employee-Related Claims
    Class 17    Priority Consumer Deposit Claims
    Class 18    Customer Home Warranty Claims
    Class 19    Director and Officer Indemnity Claims
    Class 20    Surety Bond Claims
    Class 21    Contractor Unsecured Claims
    Class 22    Convenience Claims
    Class 23    Other Claims
    Class 24    Equity Interests

Under the Plan, only the holders of allowed claims in Classes, 1,
2, 3, 6, 7, 8, 13, 14, 15, 21, 22, and 23 are entitled to vote.
Classes 4, 5, 9, 10, 11, 12, 16, 17, 18, 19, and 20 are not
impaired under the Plan and are deemed to have accepted the Plan
without voting.  Class 24 is conclusively deemed to have rejected
the Plan and the holders of Equity Interests are not entitled to
vote.

A full-text copy of the disclosure statement with respect to
Matrix Development Corp.'s Chapter 11 Plan of Reorganization,
dated March 31, 2009, is available for free at:

        http://bankrupt.com/misc/matrixdevelopment.DS.pdf

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com/-- designs and builds
homes and condominiums.  The Company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No. 08-32798).
David A. Foraker, Esq., and Sanford R. Landress, Esq., at Greene &
Markley P.C.; and Stephen T. Boyke, Esq, at the Law Office of
Stephen T. Boyke, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed between
$100 million and $500 million each in assets and debts.


METROMEDIA INT'L: Files $140MM Malpractice Suit Against Paul Weiss
------------------------------------------------------------------
Zach Lowe at The American Lawyer reports that Metromedia
International Group Inc. filed a $140 million malpractice lawsuit
against its former corporate counsel at Paul, Weiss, Rifkind,
Wharton & Garrison, the same day it filed for bankruptcy
protection.

According to The American Lawyer, Metromedia International claims
that a mistake in an offering document written in the late 1990s
ended up costing the Company $136 million a decade later.  The
American Lawyer relates that Brad Karp, the chairperson of Paul
Weiss, said that the claim is "stale and frivolous" and that the
firm looks forward to "a swift and favorable resolution."

The American Lawyer states that Metromedia International hired
Paul Weiss on retainer in the mid-1990s as its lead corporate
counsel, and in 1997 it had Paul Weiss write up documents for the
issuance of preferred stock.  Metromedia International alleges
that Paul Weiss attorneys mistakenly wrote the documents in a way
that any holder of a preferred share could demand in certain
circumstances a cash payment equivalent to accrued dividends.
Metromedia International said in court documents that j such
shareholders would only be able to convert their preferred shares
to common shares.

According to court documents, Metromedia International said that
when it merged with another media company in 2007, preferred
shareholders demanded the dividend-based pay outs, which ended up
costing the Company $136 million more than they had anticipated,
because the offering document Paul Weiss drew up "contains
numerous mistakes and errors in draftmanship, coherence and
professionalism."

Court documents say that Metromedia International cites a 2004
memo from Paul Weiss in which firm lawyers mentioned an
"inconsistency" in the offering document that "may" give
shareholders a chance to argue for a "double-dip" of common stock
and cash pay outs.  Paul Weiss knew about its alleged mistake and
should have refrained from any further representation of
Metromedia Internationa, The American Lawyer states, citing the
Company.

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.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D.
Delaware Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg
Traurig LLP assists the Company in its restructuring efforts.
Debevoise & Plimpton LLP is the Company's special corporate
counsel, while Potter Anderson & Corroon LLP is the Company's
special litigation counsel.  The Company listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


MICHAEL PYLMAN: Filed Ch. 11 to Stop Sale of Cow Herd
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Michael Pylman Dairy
LLC, a dairy farm in Buckeye, Arizona, with 12,000 cows, sought
bankruptcy protection to stop the sale of the herd ordered by a
state court.  Michael Pylman owes $35.6 million to the secured
lender M&I Marshall & Ilsley Bank.  The bank had the state court
appoint a receiver in May to manage the herd.  The bank says it
advanced $3 million to pay the costs of maintaining the herd since
the receivership began. The bank, a subsidiary of Milwaukee-based
Marshall & Ilsley Corp., is asking the bankruptcy court to allow
the receiver to continue in possession of the herd since the farm
lacks the cash to pay expenses.

Michael Pylman Dairy L.L.C. filed for Chapter 11 on June 15, 2009
(Bankr. D. Ariz. Case No. 09-13232).  William L. Needler, Esq., at
William L. Needler and Associates Ltd., represents the Debtor.
The Debtor disclosed assets and debts of $50 million to
$100 million.


MICHAEL VICK: Court Rejects Plan; Loses Peter Ginsberg as Counsel
-----------------------------------------------------------------
Jeremy Redmon at The Atlanta Journal-Constitution reports that the
Hon. Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern
District of Virginia has rejected Michael Vick's reorganization
plan, calling it "unworkable".

The Atlanta Journal relates that Mr. Vick talked about rejoining
the National Football League as the key part of his plan to emerge
from bankruptcy.  The report states that under that plan, Mr. Vick
would keep the first $750,000 of his annual income over the next
five years and would give a percentage to creditors after that.

According to The Atlanta Journal, Judge Santoro said that the Plan
would leave Mr. Vick with up to a $9 million "hole" on top of the
payments he would have to make to his creditors.  Court documents
say that as of December 2008, Mr. Vick had some $16 million in
assets and about $20.4 million in debts.  Citing Judge Santoro,
The Atlanta Journal states that some of Mr. Vick's plans to make
money -- including a $600,000 proposal for him to star in a
documentary -- once he gets out of prison are speculative.  Judge
Santoro, The Atlanta Journal says, suggested that Mr. Vick should
consider selling more of his assets, including one of the two
houses he wants to keep for himself and his mother in Virginia.

The Atlanta Journal quoted Judge Santoro as saying, "I am going to
give you one more chance to come up with a workable reorganization
plan, but that is your last chance.  I think it would be important
for you to make the best of it."

The next court hearing is set for April 28, The Atlanta Journal
says.

The Atlanta Journal states that Mr. Vick's lawyers said that they
have been handicapped in working with their client because he has
been imprisoned in Leavenworth, Kansas.  The lawyers asked Judge
Santoro to let their client remain in a local jail in Virginia
until the April 28 hearing, but the judge said that he didn't have
the authority to do that but would consider ordering his
appearance at the hearing, The Atlanta Journal relates.

        Counsel Withdraws From Mr. Vick's Bankruptcy Case

The Associated Press reports that Peter Ginsberg, one of Mr.
Vick's lawyers, has withdrawn from his bankruptcy case, saying
that his withdrawal is in his former client's best interests.

The AP relates that the federal appeals court in Atlanta upheld
last week about $375,000 in sanctions against Mr. Ginsberg after
he tried to get a judge removed from a bankruptcy case in Florida.
He was also barred from practicing in the Bankruptcy Court of
Middle Florida for five years, says The AP.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a Chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MSB ENERGY: Seeks to Employ Landauer and Ungerman as Counsel
------------------------------------------------------------
MSB Energy Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas, Sherman Division, to employ
counsel.

"In order to effectuate a reorganization, propose a Plan of
Reorganization and effectively move forward in its bankruptcy
proceeding, Debtor desires to hire Arthur Ungerman and Joyce
Lindauer as counsel in this matter"

Ms. Landauer and Mr. Ungerman are solo practitioners of bankruptcy
law and may be contacted at:

   Joyce W. Lindauer, Esq.
   Arthur Ungerman, Esq.
   Attorneys at Law
   8140 Walnut Hill Lane, Suite 301
   Dallas, Texas 75231
   Tel: (972) 239-9055
   Fax: (972) 239-9886
   joyce@joycelindauer.com
   arthur@arthurungerman.com

Ms. Lindauer and Mr. Ungerman have been paid a portion of a
$25,000 retainer, which includes $1,039 for the filing fee in
connection with the Chapter 11 proceeding.

The compensation to be paid to Ms. Lindauer will be $295 per hour;
the compensation to be paid to Mr. Ungerman will be $250 per hour;
and paralegals and legal assistants, $50 to $75 per hour.

Ms. Lindauer and Mr. Ungerman do not presently hold or represent
any interest adverse to the interest of the Debtor or this estate
and is disinterested within the meaning of 11 U.S.C. Sec. 101(14).

MSB Energy filed for Chapter 11 on June 2, 2009 (Bankr. E.D. Tex.
Case No. 09-41788).  At the time of the filing, MSB estimated
having assets and debts of $10,000,001 to $50,000,000.


MERISANT WORLDWIDE: Wants to Implement Employee Severance Plan
--------------------------------------------------------------
Merisant Worldwide, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approve an employee severance plan
for approximately 200 full-time employees in the United States to
replace the existing Merisant U.S., Inc. Severance Pay Plan.  The
Debtors tell the Court that the theoretical maximum cost of the
severance plan is significantly less expensive than the Merisant
Plan.

The accrual of potential cash benefits under the severance plan
are:

  A. Non-Executives:

                           Hourly Employees   Exempt Employees
                           ----------------   ----------------
     Accrual Rate (per
      year of service)          1 week            2 weeks

     Minimum                    2 weeks           4 weeks

     Maximum                   26 weeks          52 weeks

  B. Executives:

                                 Severance Accrual Period
                                 ------------------------
     Chief Executive Officer            18 months

     General Counsel                    12 months

     Other Executives                    6 months

Under the severance plan, a "week" of severance pay means either
(a) for a non-executive salaried employee, the employee's annual
base rate on his or her termination date, divided by 52; and
(b) for a non-executive hourly employee, the employee's regularly
hourly base compensation rate on his or her termination date,
multiplied by 40.  A "month" of compensation for executives means
the employee's annual base rate and target bonus on his or her
termination date, divided by 12.

The Debtors state that although the maximum aggregate cost of the
severance plan could theoretically approximate $3,413,649, that
total expense would be incurred only in the event that all 197
eligible employees other than the CEO and the general counsel were
terminated.  The Debtors add they have no current plans to make
any significant reductions in force and believe it highly likely
that only a small fraction of the total would ever be incurred.

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had $331,077,041 in
total assets and $560,742,486 in total debts as of November 30,
2008.


MOTOR COACH: Challenges Committee Professionals' Fees
-----------------------------------------------------
Motor Coach Industries International, Inc., and its affiliates
object to the last interim and final fee applications filed by
professionals retained by the Official Committee of Unsecured
Creditors in the Debtors' bankruptcy cases:

     * Chanin Capital Partners LLC, the Committee's financial
       Advisors;

     * Brown Rudnick LLP, the Committee's lead counsel; and

     * Womble Carlyle Sandridge & Rice PLLC, the Committee's local
       Delaware counsel.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to deny the fee applications and reduce the amounts
requested to each individual professional's pro rata share of the
$300,000 per month earmarked for the Committee's professional fees
as set forth in the final order approving the Debtors' DIP
financing.  The Debtors contend that the professionals have
exceeded the budget by over $2.5 million during the course of the
bankruptcy cases.

Franklin Mutual Advisors, LLC, joined in the Debtors' objections
to Chanin's and Womble Carlyle's final fee applications.
According to Franklin Mutual Advisors, it was manifest from the
outset that the value of the estates could not satisfy the secured
creditors in full and would leave nothing for the unsecured
creditors represented by the Committee.  Nevertheless, the
Committee spent millions of dollars pursuing objections "so
baseless that it withdrew them before they could be heard, and
rejected, on the merits."

Franklin Mutual Advisors compared the Committee's expenses to the
Debtors' related to the confirmation of the Plan:

   Objection           Outcome          Panel Fees  Debtors Fees
   ---------           -------          ----------  ------------
   DIP Financing and  Final DIP Order     $650,000      $650,000
   Lock-Up Objection  and Restructuring
                      Agreements Order
                      Entered

   Disclosure         Disclosure           $90,000       $30,000
   Statement          Statement
   Objections         Approved

   Confirmation       Plan confirmed    $1,600,000    $1,750,000
   Objection

   Appeal             Appeal withdrawn    $250,000      $250,000

Motor Coach Industries obtained a $200 million equity investment
by Franklin Mutual Advisors as well as $75 million in senior
credit from GE Capital, and an additional $155 million second lien
loan from existing debtholders.

NetDockets notes that Franklin Mutual Advisors filed numerous
objections to the interim fee applications of all three Committee
professionals throughout the course of Motor Coach's bankruptcy
case.  However, this is the first time that Motor Coach has also
objected to the fees of the Committee's professionals.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and six of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisers, LLC
and certain of its affiliates.  The company's Canadian operations
weren't included in the filing.  At the time of filing, the
Debtors listed assets of between $500,000,000 and $1,000,000,000
and liabilities of between $100,000,000 and $500,000,000.

The Bankruptcy Court confirmed the Debtors' Second Amended Plan of
Reorganization on January 28, 2009.  Motor Coach completed its
financial restructuring and emerged from bankruptcy in only seven
months.  The centerpiece of the Plan of Reorganization was a
$200 million investment by funds managed by Franklin Mutual
Advisers, which also converted their existing third lien secured
debt into common stock and are now the Company's majority
shareholders.  The Debtors also obtained a $75 million senior
credit facility from GE Capital, and an additional $155 million
second lien loan from existing debtholders.


MOTOR COACH: Creditors Panel Supports HSBC's $237,589 Admin. Fees
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Motor Coach Industries International, Inc., and its
debtor-affiliates support the application of HSBC Bank USA,
National Association, as Indenture Trustee, for allowance and
immediate payment of $237,589 in administrative expenses pursuant
to Section 503(b) of the Bankruptcy Code.

HSBC succeeded The Bank of New York, N.A., as Indenture Trustee to
the Debtors' 11-1/4% Senior Subordinated Notes due 2009.  HSBC
retained Kelley Drye & Warren LLP to represent it in the Debtors'
cases.

HSBC facilitated the Creditors Committee's discharge of its
fiduciary duties to its constituents, and HSBC should be
reimbursed for the expenses incurred in connection therewith, the
Committee said.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and six of its affiliates filed separate petitions for
Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del. Lead Case No.
08-12136), to implement a pre-negotiated restructuring plan to be
funded by Franklin Mutual Advisers, LLC and certain of its
affiliates.  The company's Canadian operations weren't included in
the filing.  At the time of filing, the Debtors listed assets of
between $500,000,000 and $1,000,000,000 and liabilities of between
$100,000,000 and $500,000,000.

The Bankruptcy Court confirmed the Debtors' Second Amended Plan of
Reorganization on January 28, 2009.  Motor Coach completed its
financial restructuring and emerged from bankruptcy in only seven
months.  The centerpiece of the Plan of Reorganization was a
$200 million investment by funds managed by Franklin Mutual
Advisers, which also converted their existing third lien secured
debt into common stock and are now the Company's majority
shareholders.  The Debtors also obtained a $75 million senior
credit facility from GE Capital, and an additional $155 million
second lien loan from existing debtholders.


MUELLER WATER: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Mueller Water Products Inc., including the 'B' long-
term corporate credit rating, and removed the ratings from
CreditWatch, where S&P had placed them with negative implications
on May 6, 2009.  The outlook is negative.

The ratings affirmation follows the company's completion of an
amendment to its credit agreement that resets financial covenants.
Still, if difficult end-market conditions persist, covenant
headroom may again become limited.  Interest rates on the
company's secured debt increased substantially, but the company
prepaid $100 million of term loans, which will offset interest
expense.

The ratings on Mueller reflect the company's highly leveraged
financial risk profile and weak business risk profile.  Mueller
operates in the moderately cyclical niche markets of the North
American water infrastructure market and maintains a good
position.  The company offers a full line of water infrastructure,
flow control, and piping component system products, including
ductile iron pipe, fire hydrants, and pipe fittings.

"If operating performance remains weak and covenant headroom
becomes limited, e.g., if it appears likely that the company's
adjusted debt to EBITDA will be more than 7x in the second half of
fiscal 2010, S&P could lower the ratings," said Standard & Poor's
credit analyst Dan Picciotto.  S&P could revise the outlook to
stable if operating prospects improve and covenant headroom
remains good.

"If, for instance, debt to EBITDA declines to less than 6x in 2010
and further improvement appears likely, S&P could revise the
outlook to stable," he continued.


NORTHFIELD LABORATORIES: Proposes Baker & McKenzie as Counsel
-------------------------------------------------------------
Northfield Laboratories Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Baker &
McKenzie LLP as counsel, pursuant to Sections 327(a) and 328(a) of
the Bankruptcy Code.

Baker & McKenzie will provide services relating to the day-to-day
administration of the Debtor's chapter 11 case and the issues that
may arise in the case, including (i) advising the Debtors with
respect to its powers and duties as debtor and debtor-in-
possession, (ii) taking all necessary actions to protect and
preserve the estate, (iii) taking all necessary actions in
connection with a plan or plans of liquidation and related
disclosure statement(s), and (iv) advising the Debtor in
connection with any potential sale or abandonment of assets.

Baker & McKenzie advised the Debtor pre-bankruptcy regarding
numerous issues related to the Debtor's wind-down efforts and the
preparation of the bankruptcy filing.

Baker & McKenzie will charge the Debtor at its regular hourly
rates and will seek approval of expenses incurred during the
course of its representation of the Debtor.

Baker & McKenzie may be contacted at:

    David F. Heroy, Esq.,
    Andrew P.R. McDermott, Esq.,
    Baker & McKenzie LLP,
    130 East Randolph Street
    Chicago, Illinois 60601
    Email: amcdermott@bakernet.com
    Phone: (312) 861-8000
    Fax: (312) 698-2345

                   About Northfield Laboratories

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Attorneys at Baker & McKenzie
LLP, are bankruptcy counsel to the Debtor.  Attorneys at Bifferato
LLC serve as co-counsel. The Debtor's schedules of assets and
liabilities disclosed $9,453,720 in assets against debts of
$1,793,115.


NORTHFIELD LABORATORIES: Winding Down; to Sell De Minimis Assets
----------------------------------------------------------------
Northfield Laboratories Inc. is winding down its assets and
business after it failed to obtain Federal & Drug Administration
approval for a reformulated version of PolyHeme, a hemoglobin-
based oxygen-carrying red blood cell substitute.  Its lease for
its offices in Evanston, Illinois, has been terminated.  The
Debtor, accordingly, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to dispose of de
minimis assets by selling those assets or abandoning them.

The Debtor has identified certain assets at its Mt. Prospect,
Illinois facility and former offices in Evanston, Illinois, that
are of de minimis value compared to its total asset base.  These
assets are largely composed of office equipment, furniture and
machinery that is depreciating in value, is no longer required for
its business and burdens the estate by requiring storage and
maintenance.

Lead plaintiffs in a securities litigation against Northeast
Laboratories request that any order granting the proposal provide
a protocol and a mechanism for the retention, preservation and
protection of the Debtor's books, records, clinical trial records
and other documents, in whatever form they exist, that may be
transferred as part of the transactions

The lead Plaintiffs are Paul H. Shield, MD, Inc. Profit Sharing
Plan and the Paul H. Shield, MD, Inc. Money Purchase Plan and
named plaintiffs Alan Goodman, James Rourke, and Daniel Nesi, in
the consolidated securities class action entitled In re Northfield
Laboratories, Inc. Securities Litigation, Case No. 06CV1493
(Consolidated), filed in the United States District Court for the
Northern District of Illinois.  The securities class action allege
violations by the Debtor and certain current and former officers
and directors of the Debtor.

Pursuant to the Court's order, the Debtor may be able to sell
assets with a selling price of less than $25,000 without the need
for approval of the Court for each transaction.  For transactions
involving a selling price of between $10,000 to $25,000, the
Debtor will notify the U.S. Trustee, any statutory committee
appointed in the Chapter 11 case, and the Lead Plaintiffs.

The Debtor has filed a proposed Chapter 11 plan.  A copy of the
Plan and disclosure statement is available at:

   http://bankrupt.com/misc/NLAB_DiscStatement_Plan.pdf
   http://bankrupt.com/misc/NLAB_Ch11_Plan.pdf

                   About Northfield Laboratories

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Attorneys at Baker & McKenzie
LLP, are bankruptcy counsel to the Debtor.  Attorneys at Bifferato
LLC serve as co-counsel. The Debtor's schedules of assets and
liabilities disclosed $9,453,720 in assets against debts of
$1,793,115.


NOVEMBER 2005: Wants Snell & Wilmer to Assist in Land Use Matters
-----------------------------------------------------------------
November 2005 Land Investors, L.L.C., asks the U.S. Bankruptcy
Court for the District of Nevada for authorization to employ Snell
& Wilmer, L.L.P., as special counsel.

The firm will, among other things:

   a) analyze and advice the Debtor regarding the Nevada law and
      local governmental authority ordinances and regulations
      governing development, land use, contract and related
      matters concerning the real property owned by the Debtor;
      and

   b) provide Nevada legal opinions concerning the enforceability
      of financing for the Debtor's project and recorder
      restrictions and contractual obligations governing or
      affecting the use of the Debtor's property.

The hourly rates of the firm's personnel are:

     Shareholders               $375 - $450
     Associates                 $160 - $350
     Paralegals                    $185

Patricia J. Curtis, a partner at Snell & Wilmer, tells the Court
that the firm billed $16,486 for its services rendered
prepetition.  The fees were deducted from payment of $17,306.  A
balance of $820 remains in the firm's trust account on behalf of
the Debtor.

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

Ms. Curtis can be reached at:

     Snell & Wilmer, L.L.P.
     Hughes Center
     3883 Howard Hughes Parkway, Suite 1100
     Las Vegas, NV 89169-5958
     Tel: (702) 784-5200
     Fax: (002) 784-5252

                        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.


OXFORD SQUARE HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Oxford Square Holdings, LLC
        1802 W. Jackson
        Oxford, MS 38655

Bankruptcy Case No.: 09-13098

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.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 Thomas Suszek.


PACIFIC CAPITAL: Defers Interest Payments on Trust Preferreds
-------------------------------------------------------------
Pacific Capital Bancorp has elected to defer regularly scheduled
interest payments on $69.4 million of outstanding junior
subordinated notes underlying trust preferred securities issued
by:

      Issuer          Amount     Initial Rate   Maturing
      ------          ------     ------------   --------
    PCC Trust I    $13,750,000      6.335%        2033
    PCC Trust II     6,190,000      6.580%        2033
    PCC Trust III   10,310,000      6.800%        2033
    PCB Trust I     39,176,000      7.189%        2036
                   -----------
                   $69,426,000

The terms of the junior subordinated notes and the trust documents
allow the Company to defer payments of interest for up to 20
consecutive quarterly periods without default or penalty.  During
the deferral period, the trusts will likewise suspend the
declaration and payment of dividends on the trust preferred
securities.  Also during the deferral period, the Company may not,
among other things and with limited exceptions, pay cash dividends
on or repurchase its common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or
junior to the junior subordinated notes.  Accordingly, the Company
has also suspended the payment of cash dividends on its
outstanding common stock and preferred stock.

The Company believes that the deferral of interest payments on the
junior subordinated notes and the suspension of cash dividend
payments on its common and preferred stock will preserve
approximately $8.0 million per quarter (compared with the
continuing level of interest and dividend payments in the first
quarter of 2009) and bolster its capital ratios.  Pacific Capital
Bank, N.A., must maintain a minimum Tier 1 leverage ratio of 8.5%
as of June 30, 2009 and 9.0% as of September 30, 2009, and a
minimum total risk-based capital ratio of 11.0% as of June 30,
2009 and 12.0% as of September 30, 2009.

"Maintaining strong capital ratios is essential for ensuring the
health of the Bank during these difficult economic times and is in
the best long-term interest of all of our shareholders," said
George Leis, President & Chief Executive Officer of Pacific
Capital Bancorp.  "We believe the actions we have announced today
are the most prudent course of action and will improve our
flexibility to consider other actions that may need to be taken in
order to achieve our targeted capital ratios.  We would expect to
resume paying dividends when such payments would be consistent
with our overall financial performance and capital requirements."

Pacific Capital Bancorp (Nasdaq:PCBC) -- http://www.pcbancorp.com/
-- is the parent company of Pacific Capital Bank, N.A., a
nationally chartered bank that operates 46 branches under the
local brand names of Santa Barbara Bank & Trust, First National
Bank of Central California, South Valley National Bank, San Benito
Bank and First Bank of San Luis Obispo.  At March 31, 2009,
Pacific Capital Bancorp's balance sheet showed $9.2 billion in
assets and $8.4 billion in liabilities.


PACIFIC ENERGY: Union Oil Sues to Pursue Rights to Oil Fields
-------------------------------------------------------------
Union Oil Co. of California filed a complaint before the U.S.
Bankruptcy Court for the District of Delaware against Pacific
Energy Resources Ltd., alleging that it deserves first priority to
proceeds from two Alaskan offshore oil fields because a PERL
subsidiary owes it more than $26.3 million in unpaid operating
expenses and expenditures, according to Law360.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PACIFIC ENERGY: Gets Final OK to Obtain DIP Facility from Lenders
-----------------------------------------------------------------
On June 4, 2009, the U.S. Bankruptcy Court for the District of
Delaware issued its final order authorizing Pacific Energy
Resources Ltd., et al., to obtain secured, superpriority
postpetition financing from J. Aron & Company and certain other
lenders:

  (A) a term loan (the "PERL DIP Term Facility") in an amount
      equal to the Prepetition Beta Obligations, but excluding
      any make-whole payments payable as a result of the
      prepayment thereof,

  (B) a term loan (the "PEAO DIP Term Facility") in an amount
      equal to the Prepetition Alaska First Lien Obligations, but
      excluding any make-whole payments payable as a result of
      the prepayment thereof, and

  (C) a revolving loan facility of up to $44,000,000.

As of the Petition Date, the outstanding principal amount of the
Prepetition Beta Obligations was $44,199,569.  As of the Petition
Date, the outstanding principal amount of the Prepetition Alaska
First Lien Obligations was $98,446,809.

The PERL Refunding Amount and the PEAO Refunding Amount will used
to fully and completely satisfy the Prepetion Beta Obligations
and the Prepetition Alaska First Lien Obligations, respectively.

The DIP Agents and the DIP Lenders are granted allowed
superpriority administrative expense claims in the cases and any
successor cases.  The applicable DIP Collateral Agent, for the
benefit of itself, the DIP Lenders, and the Postpetition Hedge
Provider are also granted automatically perfected security
interests in and liens on all of the applicable DIP Collateral,
including all cash collateral.

A full-text copy of the Court's final order approving the DIP
Facility is available at:

         http://bankrupt.com/misc/PARL.FinalDIPOrder.pdf

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and $500 million
each in assets and debts.


PALM VILLAGE: Seeks to Employ GSGH as Bankruptcy Counsel
--------------------------------------------------------
Palm Village LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to employ Gonzalez Saggio & Harlan LLP as
counsel pursuant to Section 363 of the Bankruptcy Code.

The firm will, among other things, advise, consult with and
represent the Debtor concerning (i) the status of the Chapter 11
case and claims against the estate, (ii) the rights and remedies
of the Debtor with respect to assets of the estate, and (iii) the
commencement of suits and proceeding relating to assets of the
estate.

The firm will charge the Debtor at these rates:

                                    Hourly Rate
                                    -----------
    Nancy L. Allf, Esq.                $400
    Associates                         $250
    Paralegals                         $110

The firm has received a $15,000 retainer.

Nancy L. Allf, attorney at the firm, says her firm does not
represent any interest adverse to the Debtor or its estate.

The firm may be contacted at:

   Nancy L. Allf, Esq.
   Nancy_allf@gshllp.com
   441 E. Bonneville Ave. Suite 100
   Las Vegas, NV 89101

                About Northfield Laboratories

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Attorneys at Baker & McKenzie
LLP serve as the Debtor's general counsel.  Attorneys at Bifferato
LLC serve as co-counsel.  At the time of its Chapter 11 filing,
the Debtor disclosed assets of $10,000,001 to $50,000,000 and
debts of $1,000,001 to $10,000,000.


PARKSIDE VILLAGE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Randolph K. Carter, managing member of Parkside Village LLC, has
filed a Chapter 11 bankruptcy petition for the Company in the U.S.
Bankruptcy Court for the Western District of Virginia.

Court documents say that Mr. Carter filed the bankruptcy petition
two days before it was set to go up for auction.

An appraisal done in January puts Parkside Village -- which
consists of 18 building lots, including six already built three-
bedroom, 21/2-bath townhouses -- at $1.9 million, according to
court documents.

Parkside Village listed $1,907,256 in assets and $1,552,136 in
debts, court documents say.

Sally Voth at The Northern Virginia Daily reports that Mr. Carter
blamed his lender, United Bank, for issues surrounding the
development on Ox Road just south of Southridge Court, saying that
"the lender in this case is causing the problem, not us.  There
has been some contingent with regard to pricing, etc. [Filing] the
Chapter 11 bankruptcy is part of what's just going to be an
ongoing lawsuit."

According to The Northern Virginia Daily, an ad for a trustee's
sale said that the 12 remaining building lots were to be sold at
auction on June 11.  The Northern Virginia Daily quoted Mr. Carter
as saying, "[United Bank] filed a foreclosure, but that's all they
have got in their defense right now.  The Chapter 11 filing sets
aside the foreclosure.  Then, the lawsuit follows.  Hopefully,
heads will roll down there after that.  It's another forced
default by United Bank, another internal screw-up that could've
been avoided."

Parkside Village LLC is based in Woodstock, Virginia.


PATHEON INC: S&P Gives Stable Outlook; Affirms 'B+' Corp. Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on Patheon Inc. to stable from negative.  At the same
time, S&P affirmed all of the ratings on Patheon, including the
'B+' corporate credit rating.

"The rating actions are based on recognition of the relatively new
management team's progress at restructuring Patheon's operations,
as evidenced by the improvement in EBITDA margins and funds from
operations," said Standard & Poor's credit analyst Arthur Wong.

The ratings on Research Triangle Park, North Carolina-based
Patheon Inc. reflect its weak business risk profile, highlighted
by the company's continued restructuring efforts to address
overcapacity and various operating issues, and an aggressive
financial risk profile.  These factors are partially offset by
Patheon's strong customer relationships, the diversity of
outsourced pharmaceutical services, and the expected positive
demand trends for such services.

Patheon, one of the largest providers of pharmaceutical
development and commercial manufacturing services to
pharmaceutical companies, still faces formidable operating
challenges.  While it benefits from the increasing trend toward
outsourcing by pharmaceutical companies, and a troubled
acquisition in 2006 have hampered Patheon's ability to capitalize
on its favorable position.  Under a new management team since late
2007, Patheon has thus far successfully restructured its
operations, shedding facilities and focusing on organic growth and
higher-margin revenues.  The company also embarked on various
productivity improvement initiatives to restore profitability.
The company closed its Carolina facility in Puerto Rico in early
2009 and sold its York Mills, Toronto facility in April 2009,
although Patheon is still operating the facility as it transfers
production there to another facility.  The closures bring the
number of Patheon manufacturing sites to ten and improve its
profitability and cash flow generation through greater utilization
of its existing facilities.


PAUL MOLLER: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Paul Moller has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Eastern District of California.

Mark Anderson at Sacramento Business Journal reports that
$46 million in assets -- much of which include stock in Mr.
Moller's Davis-based flying car company Moller International Inc.
and its subsidiary Freedom Motors.  According to Business Journal,
Mr. Moller is the Moller International's majority shareholder, and
he had been providing funds for the company to continue operating,
including refinancing personal real estate to fund the company.
The report states that as of March 31, 2009, Mr. Moller has lent
Moller International some $3 million and deferred collecting rent
of almost $500,000 from the company as well as his own salary in
the sum of more than $1 million.

Mr. Moller, says the report, has been trying to sell the company
and some of its proprietary technology for several years.

Business Journal relates that Mr. Moller listed $6.3 million in
debts owed to creditors that include:

     -- Exchange Bank, which holds a $3.3 million secured claim
        against Moller International's main facility in Davis; and

     -- investors and financial service providers with claims on
        Moller International's headquarters or agricultural land
        Mr. Moller owns in Dixon.

According to Business Journal, Mr. Moller has $5.9 million in
secured debts, while its unsecured debts total $414,735.

Moller International said in the U.S. Securities and Exchange
Commission that it is pursuing additional sources of capital,
enough to let it continue developing and manufacturing its
Rotapower engine, Skycar, and Aerobot products.  Business Journal
relates that Moller International accumulated deficit of
$43.7 million as of March 31, 2009.

Dixon, California-based Paul Moller is an inventor, engineer, and
flying-car company founder.


PDC LOVELESS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PDC Loveless, LLC
        5840 Banneker Road, Suite 110
        Columbia, MD 21044

Bankruptcy Case No.: 09-21124

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
       PDC-Collingbrook LLC                        09-21128

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Gary R. Greenblatt, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  723 South Charles Street, Suite LL3
                  Baltimore, MD 21230
                  Tel: (410) 547-0300
                  Fax: (410) 547-7474
                  Email: grgreen@mehl-green.com

Total Assets: $2,020,445

Total Debts: $11,151,664

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

      http://bankrupt.com/misc/mdb09-21124.pdf

The petition was signed by Michael A. Carnock, managing member of
the Company.


PDCC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PDCC Development LLC
           dba Palm Desert Country Club
        77-200 California Drive
        Palm Desert, CA 92211

Bankruptcy Case No.: 09-23674

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

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

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

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

          http://bankrupt.com/misc/cacb09-23674.pdf

The petition was signed by Randy Case, manager of the Company.


PENINSULA CLEAR: Section 341(a) Meeting Scheduled for July 14
-------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Peninsula Clear Lake Texas, L.P.'s Chapter 11 case on July 14,
2009, at 10:39 a.m.  The meeting will be held at the Office of the
U.S. Trustee, 515 Rusk Avenue, Suite 3401, Third Floor, Houston,
Texas.

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

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

Houston, Texas-based Peninsula Clear Lake Texas, L.P., is a single
asset real estate.

The Company filed for Chapter 11 on June 1, 2009 (Bankr. S. D.
Tex. Case No. 09-33906).  Erin E. Jones, Esq., at Barron Newburger
Sinsley PLLC represents the Debtor in its restructuring efforts.
The Debtor listed $10 million to $50 million in assets and
$1 million to $10 million in debts.


PENTON BUSINESS: Weak Performance Cues S&P to Junk Corp. Rating
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
ratings and issue-level ratings on Penton Business Media Holdings
Inc. and related entities.  S&P lowered the corporate credit
ratings on the companies to 'CCC' from 'B-' and removed the
ratings from CreditWatch where they were placed with negative
implications on April 21, 2009.  The outlook is negative.

S&P also lowered the issue-level ratings on Penton Business Media
Inc.'s and Penton Media Inc.'s $700 million first-lien facility
due 2013 to 'CCC' (the same as the corporate credit rating) from
'B-'.  At the same time, S&P revised the recovery rating on this
debt to '4', which indicates S&P's expectation of average (30% to
50%) recovery in the event of a payment default, from '3.'
At the same time, S&P lowered the issue-level ratings on the
companies' $266 million second-lien term facility due 2014 to 'CC'
(two notches lower than the corporate credit rating) from 'CCC'.
The recovery rating is unchanged at '6', which indicates S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

"The rating actions reflect Penton's weak operating performance
and repercussions for its liquidity amid tightening covenants,"
said Standard & Poor's credit analyst Tulip Lim.  "We are
concerned that the company may violate financial covenants this
year and may not be able to afford an amendment given its already
thin interest coverage."  S&P analyze Penton Business Media
Holdings on a consolidated basis with Penton Business Media Inc.
and Penton Media Inc.  New York City-based Penton (formerly Prism
Business Media Holdings Inc.) is a business-to-business media
company.

S&P could lower the rating if the industry downturn and tight
credit market conditions persist, and continue to depress the
company's operating performance and hamper its ability to amend
its credit agreement.  Assuming debt repayment of only mandatory
amortization, the company could violate its financial covenant if
its last-12-months ended June 30, 2009, EBITDA as calculated per
the covenant definition declines by 2%-3% or its last-12-months
ended Sept. 30, 2009, EBITDA does not increase 5%-6% from the last
12 months ended March 31, 2009.  In S&P's view, factors likely to
contribute to these scenarios are a prolonged recession combined
with the company's failure to deliver sufficient cost cuts.  An
outlook revision to stable, which S&P consider unlikely over the
near-to-intermediate term, would require a consistent increase in
overall profitability, continued positive discretionary cash flow
generation, and an improved margin of compliance with the
financial covenants.


POMARE LTD: Files Plan to Stop Sale to Maui Divers
--------------------------------------------------
Bill Rochelle at Bloomberg reports that Pomare Ltd., doing
business as Hilo Hattie, has filed a proposed Chapter 11 plan and
an explanatory disclosure statement.  The Plan provides for a 5%
recovery to unsecured creditors within five years.  According to
the report, Pomare filed the plan to stave off motions by the U.S.
Trustee and the official committee of unsecured creditors to
convert the Chapter 11 case to a liquidation under Chapter 7 or to
appoint a Chapter 11 trustee.  The U.S. Trustee claimed that Hilo
Hattie's reorganization efforts have failed, and the company's
financial condition is far worse now than it was at the
commencement of the case.

The Creditors Committee was given authority from the bankruptcy
judge to locate a buyer after the creditors filed a motion for the
appointment of a Chapter 11 trustee.  Maui Divers of Hawaii Ltd.,
according to the Committee, has agreed to (i) pay $1 million to
cover the cost of curing defaults on contracts that are part of
the sale, and (ii) invest $2 million equity in the business.

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the Official Committee of
Unsecured Creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PRELUDE INVESTMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Prelude Investment LLC
        1539 Rodeo Rd
        Arcadia, CA 91007

Bankruptcy Case No.: 09-25621

Chapter 11 Petition Date: June 19, 2009

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

Judge: Barry Russell

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

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

Estimated Debts: $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 Jing Gong, managing member of the
Company.


PRIME CAROLINA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prime Carolina, LLC
        231 Fennel Dun Circle
        Candler, NC 28715

Bankruptcy Case No.: 09-10698

Chapter 11 Petition Date: June 19, 2009

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: William E. Loose, Esq.
                  billloose@skyrunner.net
                  William E. Loose, Attorney at Law P.A.
                  68 North Market Street
                  Asheville, NC 28801
                  Tel: (828) 255-0569

Estimated Assets: $11,000,016

Estimated Debts: $6,249,315

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fairview Excavating            construction debt $239,033
410 Mills Gap Road
Fletcher, NC 28732

Dan Grammatico Signature Homes construction debt $111,188
231 Fennel Dunn Circle
Candler, NC 28715

Civil Design Concepts          design            $23,550
P.O. Box 5432
Asheville, NC 28813

Capital One                    loan              $21,002

Shamburger Design Studio       design            $16,861

Kessel Engineering             engineering       $9,368

Steve McAbee and McAbee &                        $8,485
Associates

Transworld                     collection        $8,485

Adsharp                        trade debt        $5,506

Prime Interests                                  $5,350

Crown & Company                                  $5,315

Carolina Tractor & Equipment   equipment         $4,957

Roberts & Stevens              legal services    $3,633

William Scotsman                                 $1,976

Professional Appraisal         services          $1,200
Services

Imaging Technologies           copies            $540

NCO Financial                  collections       $302

Prime Development                                $691

William Kimpton                expenses          $643

R. Stanford Webb Agency Inc.                     $302

The petition was signed by James P. Egnew.


PROPEX INC: Files New Version of Liquidating Plan
-------------------------------------------------
Propex Inc., Propex Holdings Inc., Propex Concrete Systems
Corporation, Propex Fabrics International Holdings I Inc., and
Propex Fabrics International Holdings II delivered to the U.S.
Bankruptcy Court for the Eastern District of Tennessee a
Joint Plan of Liquidation and Disclosure Statement on June 18,
2009.

The New Plan supersedes the proposed Joint Plan of Reorganization
filed by the Debtors on October 29, 2008.  The New Plan
constitutes a single Plan of Liquidation for all of the Debtors.

Propex Chief Executive Officer Woody McGee says that although the
Debtors' Asset Purchase Agreement with Xerxes Operating Company,
LLC, and Xerxes Foreign Holding Corp. provides for the sale of
substantially all of the Debtors' assets, certain assets and
approximately $4,800,000 in cash still remain in the Debtors'
estates.  Thus, he notes, the Debtors' estates are currently
being liquidated and will be providing distributions to
creditors.

According to Mr. McGee, the Plan contemplates the winding down of
the Debtors' estates and the resolution of outstanding claims
against the Debtors pursuant to Sections 1129(a) and 1123 of the
Bankruptcy Code.  The Plan designates claims against, and
interests in, the Debtors into 5 separate classes.

Upon the Plan Effective Date, all assets will be transferred to a
liquidating trust and a liquidating trustee will be vested with
the sole authority to, among other things, review, initiate, or
pursue any and all causes of action.  The Liquidating Trust,
which will be administered by the Liquidating Trustee, will serve
primarily as the vehicle for making distributions provided under
the Plan.

The Plan provides for the payment in full of Allowed
Administrative Expense Claims and Allowed Priority Tax Claims
prior to any payment to other creditors or classes.  After making
those payments, the Plan contemplates sufficient cash remaining
in the estate to make payments in full to Allowed Secured Claims
and Allowed Priority Claims.  Any remaining cash in the Debtors'
estates will be utilized by the Liquidating Trustee to review,
pursue or file claim objections.  To the extent there is cash
remaining in the estate after payment of fees and costs, the
remaining cash will be distributed by the Liquidating Trustee on
a pro rata basis to Allowed General Unsecured Claims.  The
Debtors estimate that unsecured creditors will receive about
1.7 cents to 2 cents per dollar on their claims.

The Debtors believe that any alternative confirmation of the Plan
would result in significant delays, litigation costs or impaired
recoveries.

Moreover, the Debtors believe that their creditors will receive
greater and earlier recoveries under the New Plan than those that
would be achieved pursuant to a converted Chapter 7 cases or
under an alternative plan.

                        Funding Sources

The Debtors' estates currently have approximately $2.1 million of
cash on hand remaining from the proceeds of the Asset Sale.  The
Debtors' estates also have an additional amount of about $2.7
million of cash on hand or the "Carve Out Amount."  The Carve Out
Amount will first be used to pay the fees and expenses of estate
professionals, including Debtors' attorneys, the Official
Committee of Unsecured Creditors' attorneys, and Woody McGee, as
the Debtors' Agent under the Plan, for work performed up to and
including the Effective Date.

                  Creation of a Liquidating Trust

Prior to the Plan Effective Date, the Debtors' Agent will retain
power and control over the Debtors' estates.  On the Effective
Date, the employment of the Debtors' Agent will be terminated and
the Liquidating Trust will be established and become effective.
Title to the Trust Assets automatically vests in the Liquidating
Trust at the Plan Effective Date, without the need to execute any
documents or instruments of transfer.  The Trust Assets will be
reserved, preserved, assigned, transferred, and conveyed to the
Liquidating Trust free and clear of liens, claims and
encumbrances or interests except to the extent those liens and
claims are retained under the Plan.

Gene Davis will serve as Liquidating Trustee and will assume
liability for and incur the obligation to make the distributions
required to be made under the Plan.

The Liquidating Trust will terminate at the end of three years
from the Effective Date.  Upon the completion of his duties, Mr.
Davis may terminate the Liquidating Trust prior to the three-year
period.  Upon termination and complete satisfaction of his duties
under the Liquidating Trust Agreement, Mr. Davis will be forever
discharged and released from all powers, duties,
responsibilities, and liabilities other than those attributable
to the gross negligence or willful misconduct.

On the Effective Date, the prepetition credit agreement, the
indenture, unsecured notes, common stock and any other notes, or
other instruments or documents evidencing or creating any
indebtedness or obligations of a Debtor that are impaired under
the Plan will be canceled, and the obligations of the Debtors
under any agreements, indentures, or certificates of designation
governing the prepetition secured claims, common stock and any
other claims or any notes, bonds, indentures, or other
instruments or documents evidencing or creating any claims
against a debtor that are impaired under the Plan will be
enjoined.

A full-text copy of the Propex Joint Plan of Liquidation is
available for free at:

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

A full-text copy of the Propex Disclosure Statement is available
for free at:

http://bankrupt.com/misc/Propex_1stDisclosureStatement.pdf
http://bankrupt.com/misc/PropexInc_DisclosureStatement2.pdf

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Treatment of Claims Under Liquidation Plan
------------------------------------------------------
The Joint Plan of Liquidation filed by Propex Inc. and its debtor-
affiliates groups claims against and interests in the Debtors into
five classes:

Class Description               Treatment       Estimated Amt.
----- -----------         -------------------   --------------
N/A   Administrative      Paid in full.          $47,000 to
       Expense Claims                             $75,000

N/A   Allowed Priority    Paid in full.              --
       Tax Claims

  1    Allowed Secured     Paid in (1) cash       $1,000 to
       Claims              equal to the value of  $25,000
                           the Allowed Secured
                           Claimant's interest
                           in the property of
                           the estate, (2) cash
                           equal o the full amount
                           of the Allowed Secured
                           Claim; (3) other
                           treatment as
                           determined by the
                           Liquidating Trustee and
                           held by the Bankruptcy
                           Court as constituting
                           the indubitable equivalent
                           of that Claimants' Allowed
                           Secured Claim.

  2    Allowed Priority    Paid in full.          $21,000 to
       Claims                                     $100,000

  3    Allowed General     Pro rata share of the  $175 million
       Unsecured Claims    General Unsecured           to
                           Claim Distribution,    $210 million
                           if any, available
                           from the Liquidating
                           Trust after payment
                           in full of Allowed
                           Administrative Expense
                           Claims, Allowed
                           Priority Tax Claims,
                           and Class 1 & 2 Claims

  4    Allowed Interests   Cancelled.                 --

  5    Allowed Holdings    Cancelled.                 --
       Claims & Interests

Claim Classes 1 and 2 have unimpaired status, while Claim Classes
3, 4 and 5 have impaired status.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Seeks Approval of Disclosure Statement
--------------------------------------------------
Propex Inc. and its affiliates ask the U.S. Bankruptcy Court for
the Eastern District of Tennessee to approve the Disclosure
Statement accompanying their Joint Plan of Liquidation as
containing "adequate information" within the meaning of Section
1125(a)(1) of the Bankruptcy Code.

The Debtors aver that their Disclosure Statement contains
descriptions and summaries of:

  (a) various events preceding the commencement of these Chapter
      11 cases;

  (b) material events occurring during these Chapter 11 cases;

  (c) the Debtors' Plan;

  (d) the nature of known claims against the Debtors' estates;

  (e) risk factors affecting the Plan;

  (f) alternatives to confirmation of the Plan;

  (g) financial information and valuations that would be
      relevant to a creditor's decision to accept or reject the
      Plan; and

  (h) the securities law and federal tax law consequences of the
      Plan.

Upon approval of the Disclosure Statement, the Debtors propose to
transmit by mail to all creditors entitled to vote on the Plan a
solicitation package comprised of a notice of the Disclosure
Statement Order, a copy of the Liquidation Plan, a copy of the
Disclosure Statement, forms and ballots, and other information as
the Court may require.

The Debtors seek that the voting record date for purposes of
determining which holders of the Debtors' stock, bonds,
debentures, notes, and other securities are entitled to receive
the Solicitation Package and to vote on the Plan should be the
date on which the Court approves the Disclosure Statement.

The Debtors propose that no later than five days after the date
the Disclosure Statement is approved by the Court, they will
cause to mail a Solicitation Package to each entity listed on
their schedules of assets and liabilities, as amended from time
to time prior to the Voting Record Date and to each entity having
filed with the Court a proof of claim that has not been
disallowed, withdrawn, or expunged on or before the Voting Record
Date.

The Debtors also seek an order that Wilmington Trust, the
indenture trustee of the Debtors' 10% senior notes due Dec. 1,
2012, be required to compile a list of current nominal or record
holders of the Bond and to deliver the Solicitation Package to
the Nominal Holders.

Rule 3017(d) of the Federal Rules of Bankruptcy Procedure
provides that ballots for accepting or rejecting a plan should
conform substantially to Form No. 14.  A full-text copy of the
Debtors' proposed ballots is available for free at:

        http://bankrupt.com/misc/Propex_Ballot1.pdf
        http://bankrupt.com/misc/Propex_Ballot2.pdf
        http://bankrupt.com/misc/Propex_Ballot3.pdf

The Debtors ask the Court to establish the date and time by which
all ballots must be received by the Solicitation Agent.

In addition, the Debtors propose these voting procedures:

  (a) Separate claims held by a single creditor in a particular
      class will be aggregated as if that creditor held one
      claim against the Debtors in that class, and the votes
      related to those claims will be treated as a single vote
      to accept or reject the Plan.

  (b) Creditors must vote all of their claims within a
      particular class either to accept or reject the Plan, and
      may not split their vote.  Accordingly, a ballot that
      partially rejects and partially accepts the Plan will be
      counted as a single affirmative vote to accept the Plan.

  (c) Ballots that fail to indicate an acceptance or rejection
      of the Plan, but that are otherwise properly executed and
      received prior to the Ballot Return Date, will be counted
      as a vote accepting the Plan.

  (d) Only ballots that are timely received with original
      signatures will be counted.  Unsigned ballots will not be
      counted.  Facsimile ballots, other than ballots that
      comply with the procedures noted in this Motion, will not
      be counted unless the claimant receives the written
      consent of the Debtors.

  (e) Any ballot that is illegible or contains insufficient
      information to permit the identification of the claimant
      will not be counted.

  (f) Any ballot cast by a person or entity that does not hold a
      claim in a class that is entitled to vote to accept or
      reject the Plan will not be counted.

  (g) Any creditor who has failed or purchased duplicate Class 3
      claims or claims against multiple Debtors arising from the
      same transaction will be provided with only one
      Solicitation Package and one ballot and be permitted to
      vote only a single claim, regardless of whether the
      Debtors have objected to those duplicate claims.

The Debtors ask the Court to set a hearing on August 26, 2009, at
9:00 a.m., to consider confirmation of the Plan.

Any objection to the confirmation of the Plan must be in writing,
must state the grounds for the objection, must refer with
specificity the text of the Plan to which the objection is made,
and must be served on the Debtors, the Official Committee of
Unsecured Creditors, and the U.S. Trustee.

The Court will convene a hearing on July 15, 2009, to consider
adequacy of the Disclosure Statement.  Any party who wishes to
file a written objection to the Disclosure Statement has until
July 10 to do so.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Seeks to Set July 31 as Admin. Claims Bar Date
----------------------------------------------------------
Propex Inc. and its affiliates ask the U.S. Bankruptcy Court for
the Eastern District of Tennessee to establish July 31, 2009, 5:00
p.m. prevailing Eastern Time, as the deadline for filing motions
for administrative expense claims arising on or after the Petition
Date, except for requests of payment of Professionals'
Administrative Expense Claims.

The Debtors have filed a Plan of Liquidation on June 18, 2009.
In connection with their efforts to obtain confirmation of that
Plan, the Debtors note they must evaluate the amount and validity
of administrative expenses, if any, claimed by creditors under
Section 503 of the Bankruptcy Code.

"The establishment of that date as the Administrative Claims Bar
Date will enable the Debtors to begin their analysis of
creditors' administrative expense in a timely and efficient
manner," says Mark W. Wege, Esq., at King & Spalding, LLP, in
Houston, Texas.

The Debtors seek that these persons or entities will not be
required to file a motion on or before the Administrative Claims
Bar Date:

  (a) any person or entity that has already properly filed that
      motion for payment of administrative expenses; and

  (b) any person or entity requesting payment for Professionals'
      Administrative Expense Claims.

The Debtors also seek that any holder of an unpaid cure claim
that arises from the assumption of an executory contract or
unexpired lease, must file a proof of claim based on that
assumption on or before the Administrative Claims Bar Date,
unless otherwise stated in the order authorizing that assumption.

The Debtors further ask the Court to rule that any creditor
seeking payment of an administrative expense who failed to file a
motion requesting payment of that administrative expense by the
Administrative Claims Bar Date will be entitled to receive any
payment or distribution of property from the Debtors and their
estates, and will be forever barred from seeking payment of that
administrative expense from the Debtors.

Pursuant to Rule 2002(m) of the Federal Rules of Bankruptcy
Procedure, the Debtors seek to distribute the Administrative
Claims Bar Date to these parties:

     * The Office of the United States Trustee;

     * Those persons on the Master Service List;

     * Each member of the Official Committee of Unsecured
       Creditors and its attorneys;

     * All state and local government authorities where the
       Debtors maintain assets or conducted business operations
       on the Petition Date or within 3 years prior to the
       Petition Date;

     * All known potential holders of claims; and

     * The District Director of Internal Revenue for the Eastern
       District of Tennessee.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROPEX INC: Changes Name to Fabrics Estate Following Xerxes Sale
----------------------------------------------------------------
Pursuant to the Revised Asset Purchase Agreement with Xerxes
Operating Company, LLC, and Xerxes Foreign Holding Corp., Propex
Inc. and its affiliates were required to change their names prior
to the closing.  The Debtors have done so and now provide notice
to the Court and all parties-in-interest of these name
changes:

* Propex Holdings, Inc. is now known as Fabrics Estate Holdings
   Inc.

* Propex Inc. is now known as Fabrics Estate Inc.

* Propex Fabrics International Holdings I Inc., is now known as
   Fabrics Estate International Holdings I Inc.

* Propex Fabrics International Holdings II Inc., is now known
   as Fabrics Estate International Holdings II Inc.

* Propex Concrete Systems Corporation is now known as Concrete
   Estate Systems Corporation.

Pursuant to the terms of the Revised APA and to avoid any
confusion on the part of the Court or any parties-in-interest,
the Debtors seek that the caption of their cases be changed
to reflect their current names:

             IN THE UNITED STATES BANKRUPTCY COURT
             FOR THE EASTERN DISTRICT OF TENNESSEE
                       SOUTHERN DIVISION

In re                         :
                               :
FABRICS ESTATE INC.,          :      Case No. 08-10249
FABRICS ESTATE HOLDINGS INC., :      Case No. 08-10250
CONCRETE ESTATE SYSTEMS       :
CORPORATION                   :      Case No. 08-10252
FABRICS ESTATE INTERNATIONAL  :
HOLDINGS I INC.,              :      Case No. 08-10253
FABRICS ESTATE INTERNATIONAL  :
HOLDINGS II, INC.             :      Case No. 08-10254
                               :           Chapter 11
     Debtors.                  :
                               :    Jointly Administered Under
                               :        Case No. 08-10249

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on January 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors selected Edward L. Ripley, Esq., Henry J.
Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  The Official Committee of Unsecured
Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

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


PROSPECT HOMES: Proposes as DurretteBradshaw Counsel
----------------------------------------------------
Prospect Homes of Richmond LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to hire DurretteBradshaw PLC as counsel effective as of
June 2, 2009.

The Debtor requires the assistance of competent and experienced
bankruptcy counsel to enable it to perform their statutory duties.
Such assistance will involve, without limitation, preparation and
filing of all required statements and schedules; evaluation of the
Debtor's financial condition; negotiations with the Debtor's
creditors; representation in all contested matters and adversary
proceeds that may arise in the reorganization case; formation of
a plan of reorganization; and all other matters reasonably
necessary to assist the Debtor in performing its duties and
successfully reorganizing.

The Debtor proposes to employ DB under a previously agreed
retainer of $50,000 which was paid prepetition.

DB will provide services at its customary hourly rates for
comparable services.  The firm's standard hourly rates are: Roy M.
Terry, Jr. - $315.00, John C. Smith - $235.00, and Elizabeth L.
Gunn - $215.00.

Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/
-- is a home builder.  Prospect Homes filed for Chapter 11 on
June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528).  Judge Douglas
O. Tice, Jr. handles the case.  At the time of its Chapter 11
filing, the Debtor disclosed assets and debts of $50,000,001 to
$100,000,000.


PROSPECT HOMES: Proposes to Sell Richmond Property for $364,000
---------------------------------------------------------------
Prospect Homes of Richmond LLC asks the U.S. Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, to enter an
order authorizing Debtor to sell property of the estate free and
clear of all liens, claim, encumbrances and interests, with such
liens, claims, encumbrances and interests to attach to the
proceeds of such sale.

The proceeds from the sale shall be placed in escrow and
distributed once the Debtor determines the validity, priority and
extent of liens against the property, which would include filing
an adversary proceeding to make such determination if necessary.
In addition, the Debtor seeks the authority to have the settlement
agent pay, in full, from the sale proceeds, standard costs to be
paid by Debtor as seller at closing.

The Debtor constructs building and sells homes.  Prepetition the
Debtor entered into an Agreement of Sale with buyers C.P. and T.C.
to sell property commonly known as 3002 Triple Notch Way,
Richmond, Virginia 23233 and more particularly described as: Lot
2, Block A, in the community or subdivision of Three Notch Place,
county of Henrico, Virginia.

The Debtor is to sell the Property to Buyers for the purchase
price of $364,000 to be paid in cash.

As of the Petition Date, liens in the total amount of
approximately $327,685 existed on the Property.  The Debtor does
not waive its rights to challenge the validity or extent of any of
the liens.

Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/
-- is a home builder.  Prospect Homes filed for Chapter 11 on
June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528).  Judge Douglas
O. Tice, Jr. handles the case.  At the time of its Chapter 11
filing, the Debtor disclosed assets and debts of $50,000,001 to
$100,000,000.


PROTEIN SCIENCES: Sent to Chapter 7 Bankruptcy by Creditors
-----------------------------------------------------------
Michael Bathon at Bloomberg reports that creditors of Protein
Sciences Corp. filed an involuntary Chapter 7 petition against the
company before the U.S. Bankruptcy Court for the District of
Delaware (Case No. 09-12151).  The Creditors want the company
liquidated to satisfy claims.  A unit of Emergent BioSolutions
Inc. holds a bulk of the debt listed on the petition at
$11.5 million.

According to Bloomberg, Emergent, last May, agreed to acquire
"substantially all of the assets" of Protein Sciences after the
company was granted "fast-track" status by the Food and Drug
Administration for its FluBlok vaccine, according to a statement.
As part of the deal, Emergent would pay $28 million in cash and
take on Protein Science's debt, a 5-year note worth $20 million
that could be converted to Emergent stock at a price of $12.50 a
share, and as much $30 million more if FluBlok sales met certain
milestones.

Protein Sciences Corp. is a biopharmaceutical company that started
making a vaccine to protect humans against the H1N1 influenza
virus last week.  Protein Sciences said in a June 15 statement it
has started manufacturing "the first and only" vaccine, PanBlok,
that would be able to combat the virus.  The company said it would
be able to produce at least 100,000 doses of the vaccine a week.

There have been more than 40,000 confirmed cases of the Human
Influenza H1N1 virus, commonly known as swine flu, and 180 deaths
confirmed worldwide, according to data compiled by Bloomberg.
The World Health Organization raised its alert on the virus to
level six, the highest level, declaring the first influenza
pandemic since 1968.


PROVIDENT ROYALTIES: Files for Chapter 11 in Dallas
---------------------------------------------------
Dawn McCarty at Bloomberg reports that Provident Royalties LLC and
26 affiliates filed for bankruptcy protection before the U.S.
Bankruptcy Court for the Northern District of Texas in Dallas.
The company listed assets of as much as $10 million and as much as
$500 million in debt.  Dallas-based Provident Royalties LLC
invests in mineral interests.


PUB PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pub Properties, LLC
        588 Ramapo Valley Road
        Oakland, NJ 07436

Bankruptcy Case No.: 09-25870

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
       Cousins Hospitality, LLC                    09-25873

Chapter 11 Petition Date: June 19, 2009

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

Judge: Rosemary Gambardella

Debtor's Counsel: Chad Brian Friedman, Esq.
                  Ravin Greenberg LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Email: cfriedman@ravingreenberg.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Paul W. Beshlian, managing member of
the Company.


PUNTO VERDE: S&P Affirms 'BB' Rating on $40 Mil. Taw-Exempt Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on the
$40 million 5.8% secured tax-exempt notes from Punto Verde Grantor
Trust 2006-1 and removed it from CreditWatch, where it was placed
with negative implications on May 21, 2009.

The rating on the notes reflects the lower of the ratings on the
two underlying securities: Morgan Stanley ACES SPC's 6.92% secured
fixed-rate notes series 2006-19 due Aug. 2, 2021 ('BB'); and
Fannie Mae's $4.25 billion 6.25% global notes due May 15, 2029
('AAA').

The rating action follows the June 15, 2009, affirmation of S&P's
'BB' rating on one of the underlying securities, Morgan Stanley
ACES SPC's series 2006-19 notes, and its removal from CreditWatch
negative, where it was placed on May 18, 2009.


QUEBECOR WORLD: Plan Confirmation Hearing on June 30
----------------------------------------------------
Quebecor World Inc., Quebecor World (USA), Inc., and its
affiliated debtors, will seek confirmation from U.S. Bankruptcy
Court for the Southern District of New York of their proposed plan
of reorganization on June 30.

As reported by the Troubled Company Reporter, the Debtors have
extended until June 22, 2009, at 5:00 p.m. (Eastern Time), the
balloting deadline to receive votes on the US Plan.

The joint hearing on the confirmation and approval of both the US
Plan and the Canadian Plan remains scheduled for June 30, 2009,
as Quebecor World continues on the timetable contemplated under
its proposed reorganization plans so as to successfully emerge
from both the US and Canadian Insolvency Proceedings by mid-July
2009.  In that connection, the exit financing in support of the
Company's emergence is well advanced, and anticipated to be in
place to fund the Company's exit from creditor protection.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: SocGen (Canada), et al., Object to Plan
-------------------------------------------------------
Fourteen parties-in-interest objected to the confirmation of the
Quebecor World (USA) Inc. and its affiliates' Third Amended Joint
Plan of Reorganization:

  (a) Societe Generale (Canada);

  (b) Private Noteholders, including American United Life
      Insurance Company, Barclays Bank PLC, Deutsche Bank AG,
      Deutsche Bank Securities Inc., Midland National Life
      Insurance Company Annuity, Modern Woodmen of America,
      North American Company for Life and Health
      Insurance/Annuity, Provident Life and Accident Insurance
      Company, The Northwestern Mutual Life Insurance Company,
      The Paul Revere Life Insurance Company, Symetra Life
      Insurance Company, Transamerica Financial Life Insurance
      Company, Transamerica Life Insurance Company, Wachovia
      Capital Markets LLC, and Wilton Reassurance Life Insurance
      Company of New York;

  (c) Export Development Canada;

  (d) The Graphic Communications Conference of the International
      Brotherhood of Teamsters National Pension Fund;

  (e) GCIU-Employer Retirement Fund;

  (f) Virginia Department of Taxation;

  (g) Louisiana Department of Revenue;

  (h) The State of New Jersey, Division of Taxation and
      Department of Labor and Workforce Development;

  (i) Muller Martini Corp.;

  (j) Ewing Daniel Brown;

  (k) Nicholas Gordon;

  (l) Herbert Turner;

  (m) Brian Booker; and

  (n) Daniel Koo.

  (o) Riverside Claims, LLC,

* SocGen

Societe Generale (Canada), a secured lender, complains that the
Plan unfairly discriminates against SocGen by treating its claims
differently than more of the Syndicate Lenders.  While the Plan
groups the Syndicate Lenders and SocGen into the same class, the
Plan effectively forces SocGen into litigation and continue the
adversary proceeding filed by the Official Committee of Unsecured
Creditors against SocGen and Computershare Trust Company of
Canada, Michael Luskin, Esq., at Hughes Hubbard & Reed LLP, in
New York, points out.

Mr. Luskin asserts that even if SocGen wins the Adversary
Proceeding in full, its recovery will be significantly reduced by
the legal and other costs necessary to defend the Adversary
Proceeding.  Thus, the Debtors' grouping of the Syndicate Lenders
and SocGen into one class with separate treatment is improper,
and the Proposed Plan should not be confirmed.

Moreover, Mr. Luskin asserts that the Debtors fail to demonstrate
that SocGen would receive as much under the Proposed Plan as it
would in liquidation.  Since the Proposed Plan fails to provide
SocGen at least as much as it would receive in Chapter 7
liquidation, the Proposed Plan cannot be confirmed.

* Private Noteholders

To protect the claims asserted under Section 502(h) of the
Bankruptcy Code from prejudice in the event the Official
Committee of Unsecured Creditors were to recover any portion of
the payments in the adversary proceeding filed by the Official
Committee of Unsecured Creditors seeking to avoid and recover the
Payments under Sections 547 and 550, the Private Noteholders
object to the Plan on two grounds:

  (1) through the proposed substantive consolidation as to
      distributions under the Plan and the Canadian Plan, the
      Plan would deprive the Private Noteholders of any claims
      based on the guaranties of the Private Notes, without any
      legal or evidentiary basis; and

  (2) by permitting holders of the Debtors' equity interests to
      retain those interests while the Private Noteholders would
      not receive full payment of their claims, the Plan would
      violate the Absolute Priority Rule.

The Private Noteholders do not object to the Plan to the extent
it is based on voluntary compromises of creditors' claims.
However, the Private Noteholders ask the Court to deny
confirmation of the Plan to the extent the Plan would deprive the
Private Noteholders of recovery on their potential claims by
imposing substantive consolidation and violating the absolute
priority rule without any valid grounds for doing so.

* Export Development Canada

EDC complains that the only ballot it received for voting under
the Plan was a Class 4 Ballot when much of the claims EDC holds
are claims that should be classified under Class 3 of the Plan.
EDC further complains that the Plan does not reserve the rights
of wrongly classified claimants after confirmation of the Plan,
and so without correct classification of its claim, EDC argues it
that has no recourse for correcting the deficiency post-
confirmation.

* Teamsters Pension Fund

The Graphic Communications Conference of the International
Brotherhood of Teamsters National Pension Fund objects to the
confirmation of the Plan on the grounds that the Debtors seek to
discharge a statutory liability that has not come into existence,
seeks to assume only certain liabilities and obligations of its
collective bargaining agreements, and contemplates corporate
transactions that will effectively provide a discharge to non-
debtors.  The Fund asserts that the Plan should not be confirmed
unless the Fund's claims of $12,387,147, against the Debtors are
treated fairly and equitable as required by Section 1129(b)(2) of
the Bankruptcy Code.

* GCIU Fund

GCIU-Employer Retirement Fund complains that through the proposed
substantive consolidation as to distributions under the Plan, the
Plan would deprive GCIU Fund of any claims based on control group
liability provided under ERISA, without any legal or evidentiary
basis.  According to GCIU Fund, even assuming substantive
consolidation is proper and GCIU Fund has one claim, its claim
should be afforded treatment as a Class 3 claim, not a Class 4
claim.  Moreover, GCIU Fund argues that the Plan has overly broad
discharge provisions and seems to suggest that if the Debtors
terminate an employment agreement after the Effective Date, any
claims arising under the post-Effective Date termination would be
discharged under the Plan.  GCIU Fund objects to any purported
discharge of any future withdrawal claims and any claims arising
from any post-Effective Date termination of its agreements.

* Government Agencies

The New Jersey Division of Taxation and Department of Labor and
Workforce Development assert that the confirmation of the Plan
should be denied because the Plan fails to provide adequate
treatment of N.J. Taxation's and N.J. Labor's administrative,
secured, and priority claims as required under Section
1129(a)(9)(A),(B), and (C).

The Louisiana Department of Revenue objects to any provisions of
the Plan that are inconsistent with the Stipulation executed that
will bring the Debtors into compliance with their postpetition
sales tax obligations to Louisiana.  Louisiana asserts that the
Plan fails to provide for interest on the Administrative and
Priority Tax Claims in the event those claims become disputed.
Louisiana further asserts that the failure to pay interest or to
not pay all the interest on a disputed Administrative or Priority
Tax Claim is an impairment because this provision does not leave
unaltered Louisiana's legal and equitable rights.  Moreover,
Louisiana argues that the Debtors cannot demonstrate feasibility
of their Plan so long as any taxing authorities' claims remain
estimated and unliquidated, absent a Settlement Agreement
establishing the amount of the claim.  Louisiana further objects
to Plan provisions which seek to insulate myriad officers,
directors, employees, agents, attorneys and others from liability
for their actions in connection with the administration of the
Plan or the property to be distributed under the Plan.  Louisiana
asserts that the Bankruptcy Code provides no authority for this
far reaching protection, and it should be stricken from the Plan.

The Virginia Department of Taxation asserts that the Plan fails
to properly provide for its priority claims, and for requirements
of filing of a motion for payment of administrative expense
within 60 days of the Effective Date.  Virginia argues that
requiring it to file a claim for amounts that are unknown will
create an unnecessary administrative burden for the Court.

* Muller Martini

Muller Martini asserts that the Debtors failed to comply with the
requirements of Section 1129(b)(2)(A) of the Bankruptcy Code
regarding the treatment of secured claims.  MCC argues that the
Plan does not specifically address the treatment of its secured
claims.  Therefore, the confirmation of the Plan must be denied,
or alternatively, the Debtors must amend or supplement the Plan
to include the proposed treatment of MMC's secured claims, MMC
asserts.  MCC also objects to the vagueness of the language of
the Plan that does not address specifically how the Debtors
intend to value the machinery they presently possess and the
terms of payment on the secured indebtedness.

* Individual Claimants

Claimants Ewing Daniel Brown, Nicholas Gordon, Herbert Turner,
Brian Booker, and Daniel Koo asserts that the Plan is not
proposed in good faith and is not in their best interest as it
does not make adequate provision for the payment of workers'
compensation benefits for work-related injuries the Claimants
sustained.

* Riverside Claims

Riverside Claims, LLC, further objected that the Plan improperly
attempts to achieve a deemed consolidation of the Debtors for
voting, confirmation and distribution purposes where there is no
basis for the consolidation.

According to Riverside, the Debtors seek the Court's approval of
the concept of "deemed consolidation" for voting, confirmation
and distribution purposes.  Riverside says the concept of "deemed
consolidation" has been viewed as more problematic than a typical
substantive consolidation.  "While substantive and partial
consolidation enjoy general popular use, the same is not true of
the 'deemed consolidation,' which has a more recent genesis, less
acceptance, an uncertain definition and a more uncertain future,"
Riverside adds.

Riverside relates that the Debtors have not even attempted to
outline the facts and circumstances that would allegedly support
any substantive or deemed consolidation.  Absent of those
findings, Riverside maintains that the Plan cannot be confirmed.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Seeks Continuance of MICP Until 2009
----------------------------------------------------
Quebecor World (USA) Inc. and its affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to implement and continue the Management Incentive Compensation
Plan for the remainder of 2009 and vest certain severance
benefits.

The Debtors state that the MICP for the second half of 2009 MICP
will mirror the Court approved 2008/2009 MICP plan currently in
place with these three exceptions:

  (1) the budgeted consolidated corporate adjusted EBITDA amount
      for the second half of 2009, plus its cost, must be
      achieved before any MICP payment is made;

  (2) eligibility under the MICP for the second half of 2009 is
      being extended to include certain middle management; and

  (3) the enhanced portion of the MICP has been eliminated.

In addition, there will be one measuring period in respect of the
MICP for the second half of 2009, which will be the period
July 1, 2009 to December 31, 2009, and awards earned for the
second half of 2009 will be payable no later than March 15, 2010.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
says of the 259 employees eligible to participate in the MICP for
the second half of 2009, approximately 147 are employees of the
Debtors, while the remaining employees, although MICP eligible,
are not employees of the Debtors but are instead employees of the
Debtors' corporate parent, Quebecor World, Inc.

The bonus that each employee will be eligible for under the MICP
for the second half of 2009 is expressed as a percentage of base
salary.  For a majority of the eligible employees who
participated in the 2008/2009 MICP, that percentage of base
salary is the same as it was for the January 1 to June 30, 2009
period, notwithstanding adjustments due to promotions or changes
in responsibility or reductions due to the Company's recent cost
cutting initiatives.

The total cost of the MICP for all participants over the 6 month
period ending December 31, 2009, will depend on QWI and the
Debtors' performance during that period.  The maximum cost for
all 259 eligible employees is estimated to be approximately $6.3
million.

If all employees meet at least the minimum requirement to be
eligible for benefits for the entire measurement period, the plan
for the second half of 2009 will cost between approximately $2.1
million and approximately $6.3 million, depending on the actual
EBITDA achieved, of which between approximately $790,000 and
approximately $2.3 million will be payable to employees of the
Debtors.

The Court will convene a hearing to consider the Motion on
June 30, 2009, at 10:00 a.m. (Eastern Time).  Objections are due
on June 26.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

Bankruptcy Creditors' Service, Inc., publishes Quebecor World
Bankruptcy News.  The newsletter tracks the parallel proceedings
undertaken by QWI and its affiliates under United States and
Canadian bankruptcy laws.  (http://bankrupt.com/newsstand/or
215/945-7000)


QUEST RESOURCE: Going Concern Doubt Raised; Warns of Bankruptcy
---------------------------------------------------------------
Quest Resource Corporation said the report of UHY LLP, in Houston,
Texas, its independent registered public accounting firm, on its
financial statements for the fiscal year ended December 31, 2008,
includes an explanatory paragraph regarding the Company's ability
to continue as a going concern.  The factors contributing to this
concern include QRCP's recurring losses from operations,
stockholders' accumulated deficit, and inability to generate
sufficient cash flow to meet its obligations and sustain its
operations.

QRCP is required to maintain under its Amended and Restated Credit
Agreement with Royal Bank of Canada, as administrative agent and
collateral agent, as of the end of each quarter, an Interest
Coverage Ratio of not less than 2.5 to 1.0 and a Leverage Ratio of
no more than 2.0 to 1.0.  As a result of the suspension of the
distributions to QRCP from Quest Energy and Quest Midstream, QRCP
was not in compliance with these financial covenants as of
December 31, 2008 and March 31, 2009 and QRCP does not anticipate
that it will be in compliance at any time in the foreseeable
future.  On May 29, 2009, QRCP obtained a waiver of the defaults
from its lenders for the quarters ended December 31, 2008 and
March 31, 2009.

QRCP notes that distributions were suspended on Quest Energy's
subordinated units beginning with the third quarter of 2008 and
distributions were suspended on all of Quest Energy's units,
beginning with the fourth quarter of 2008.  Distributions were
suspended on all of Quest Midstream's units beginning with the
third quarter of 2008.  Since the distributions would have been
substantially all of QRCP's cash flows for 2009, the loss of the
distributions was material to QRCP's financial position.

Under the terms of the Credit Agreement, QRCP is required to make
quarterly principal payments of $1.5 million.  QRCP has prepaid
the quarterly principal payments through and including June 30,
2009 and its next quarterly principal payment is due September 30,
2009.  QRCP currently does not anticipate being able to make the
payment.

Under the terms of the Credit Agreement, the outstanding principal
amount of borrowings may not exceed the sum of (i) the value of
QRCP's oil and gas properties in the Appalachian Basin (as
determined by the administrative agent under the Credit Agreement
in its reasonable discretion) and (ii) 50% of the market value of
QRCP's interests in Quest Energy and Quest Midstream.  QRCP is
required to make a mandatory prepayment equal to any Collateral
Deficiency.  On May 29, 2009, QRCP obtained a waiver of this
mandatory prepayment for the quarters ended December 31, 2008,
March 31, 2009 and June 30, 2009.  If a Collateral Deficiency
exists after June 30, 2009 that is not waived by QRCP's lender,
QRCP will be required to sell assets, issue additional equity
securities or refinance the Credit Agreement to cure the
deficiency.  There can be no assurance that QRCP will be
successful in raising sufficient funds to cure the deficiency in
the future.

In addition, QRCP failed to timely deliver its 2008 audited
financial statements to its lender.  QRCP has received an
extension of this deadline to June 30, 2009.

The Company is currently negotiating with its lender to obtain a
waiver for future periods.  There can be no assurance that QRCP
will be able to obtain the waivers.

As of December 31, 2008, QRCP had cash and cash equivalents of
$4.0 million and no ability to borrow under the terms of the
Credit Agreement.  QRCP currently estimates that it will not have
enough cash to pay its expenses, including capital expenditures
and debt service requirements after August 31, 2009.  This date
could be extended if QRCP is able to restructure its debt
obligations, issue equity securities or sell additional assets.
If QRCP is not successful in obtaining sufficient additional
funds, there is a significant risk that QRCP will be forced to
file for bankruptcy protection.

At December 31, 2008, the Company reported a net loss of
$167,384,000 for year 2008 compared to a net loss, as restated, of
$44,154,000 for year 2007.  The Company had $650,176,000 in total
assets; $96,276,000 in current liabilities, $353,246,000 in long-
term liabilities, and $204,536 in minority interests; resulting in
$3,882,000 in stockholders' deficit.

                Quest Gets Waiver Under RBC Facility

On May 29, 2009, Quest entered into a Fourth Amendment to Amended
and Restated Credit Agreement that, among other things, amended or
waived certain of the representations and covenants contained in
the Amended and Restated Credit Agreement, as amended, dated as of
July 11, 2008, between the Company and Royal Bank of Canada to,
among other things:

     (i) require the Company to deliver to RBC stand alone balance
         sheets and related statements of income and cash flows
         for the year ending December 31, 2008 and to file its
         annual report on Form 10-K for the fiscal year ending
         December 31, 2008 by no later than June 30, 2009;

    (ii) allow certain transactions to be effected pursuant to
         settlement agreements the Company, Quest Energy Partners,
         L.P. and Quest Midstream Partners, L.P. entered into with
         their former chief executive officer and related parties;

   (iii) waive financial covenant (namely the interest coverage
         ratio and leverage ratio) events of default, for the
         fiscal quarters ended December 31, 2008 and March 31,
         2009; and

    (iv) waive any mandatory prepayments due to any collateral
         deficiency during the quarters ended December 31, 2008,
         March 31, 2009 and June 30, 2009.

The Fourth Amendment is among the Company, as borrower, the
Company's wholly-owned subsidiaries that have guaranteed the
Credit Agreement, and RBC, as administrative agent, collateral
agent and a lender.

The Company was slated to pay a 1% amendment fee based on the
current outstanding principal balance of $28.25 million under the
term loan.

                       NASDAQ Listing Update

Quest Resource said its management appeared before the NASDAQ
Listing Qualifications Hearings Panel on June 11, 2009 and
presented the Company's plan to regain compliance with NASDAQ
listing requirements and the progress they have made towards this
goal, including the filing of QRCP's 2008 Form 10-K.  At the
hearing, management requested a stay of the delisting of its units
from NASDAQ until July 30, 2009, to have sufficient time to file
its 2008 Third Quarter Form 10-Q and the 2009 First Quarter Form
10-Q.

QRCP expects to receive a written decision from the Panel within
30 days of the hearing date, or by July 10, 2009.  The Panel's
decision could result in the suspension and delisting of the
Company's securities from The NASDAQ Stock Market.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/
http://www.qelp.netand http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.


QVC INC: Moody's Assigns Corporate Family Rating at 'Ba2'
---------------------------------------------------------
Moody's Investors Service assigned QVC, Inc. a Ba2 Corporate
Family Rating and Ba3 Probability of Default Rating, as well as a
Ba2 rating and LGD3 -- 35% assessment to QVC's proposed
$500 million term loan B and existing $3 billion March 2006 credit
facility.  These are first-time ratings assigned in conjunction
with the term loan B offering whose proceeds will be used to repay
a portion of QVC's existing credit facilities.  The rating outlook
is stable.

Assignments:

Issuer: QVC, Inc.

  -- Corporate Family Rating, Assigned Ba2

  -- Probability of Default Rating, Assigned Ba3

  -- $500 million Senior Secured Term Loan B, Assigned Ba2, LGD3 -
     35%

  -- $3.0 billion Senior Secured Bank Credit Facility, Assigned
     Ba2, LGD3 - 35% (facility size to be reduced upon completion
     of the Term Loan B offering)

Outlook Actions:

Issuer: QVC, Inc.

  -- Outlook, Assigned Stable

QVC's Ba2 CFR is based on the good operating margins and cash flow
generated from its leading global position in television-based
retailing.  Moody's views the product offerings as largely
discretionary and vulnerable to downturns in consumer spending.
Moody's believes that the recent $750 million pay down along with
debt reduction from required repayments will help to partially
mitigate expected declines in EBITDA resulting from the current
deep global consumer-led recession.

The Ba2 CFR reflects QVC's stand-alone credit profile adjusted for
the effects of ownership by Liberty Media LLC (Ba2 CFR, on review
for downgrade).  Liberty is currently targeting a relatively low
2x debt-to-EBITDA leverage level for QVC (excluding Moody's
adjustments).  However, Moody's believe Liberty will pursue a more
aggressive financial policy over the intermediate- to long-term
and that Liberty will primarily utilize dividends from QVC to fund
debt service attributable to the Liberty Interactive tracking
stock.  These factors constrain QVC's ratings, resulting in a Ba2
CFR that incorporates an approximate one notch downward adjustment
relative to QVC's stand-alone credit profile.

The stable rating outlook reflects Moody's expectation that debt-
to-EBITDA leverage (approximately 3.3x LTM March 2009
incorporating Moody's standard adjustments and factoring in the
$750 million repayment in June 2009) will remain in a 3.0x - 4.0x
range over the next 12 to 18 months.  The rating outlook also
reflects QVC's reasonably good liquidity position driven by a
sizable cash balance (approximately $584 million as of 3/31/09),
expected free cash flow generation of approximately $220 million
over the next 12 months (after factoring in distributions to fund
LINTA debt service and minority interest dividends), and a
moderate covenant cushion.  Moody's expects the cash and free cash
flow will be sufficient to fund the $505 million of required term
loan payments through June 2010, but anticipates QVC will need to
obtain incremental funding to meet required debt payments in the
second half of 2011.

The assignment of ratings to QVC does not affect the ongoing
review for downgrade of Liberty related to its proposed spin-off
of the majority of the Liberty Entertainment group assets.
Moody's does not expect the spin-off to affect the ratings
assigned to QVC.

The term loan B is structured as an incremental borrowing under
QVC's March 2006 credit agreement and the facilities, along with
the facilities issued under the October 2006 credit agreement,
will be secured by all personal property of QVC and material
restricted subsidiaries other than deposit accounts, equipment and
fixtures.  The aggregate commitments under the March 2006 and
October 2006 credit facilities including the term loan B will be
$4.5 billion and reflect a $750 million repayment funded from
$250 million of existing cash held by QVC and $500 million by
Liberty upon the June 16, 2009 closing of the amendment and
restatements of QVC's credit facilities.  The one notch
differential between the CFR and the Ba3 PDR reflects the use of
an above average 65% family recovery rate for all bank-debt
structures in accordance with Moody's loss-given default
methodology.

Moody's subscribers can find further details in QVC's credit
opinion published on www.moodys.com.

QVC, headquartered in West Chester, Pennsylvania, is one of the
largest multimedia retailers in the world primarily targeting
female shoppers with a mix of beauty, fashion, jewelry and home
products.  QVC was founded in 1986 and has operations in the U.S.,
United Kingdom, Germany and Japan with plans to expand into Italy
in 2010.  The company is a wholly owned subsidiary of Liberty
Media Corp. and attributed to the LINTA tracking stock.  Annual
revenue is approximately $7.1 billion.


R3 FOOD: Sale Hearing on June 29 & Claims Due by Sept. 30
---------------------------------------------------------
On June 2, 2009, the Philadelphia Court of Common Pleas entered an
order in a lawsuit styled General Electric Capital Business Asset
Funding Corporation of Connecticut v. R3 Food Services, LLC (Sept.
Term 2008, Civil Action No. 01661), requiring all persons or
entities having claims or demands against R3 Food Services to file
a claim on or before September 30, 2009.  Proofs of Claim and all
documentation supporting the claim must be delivered to:

    Mr. Kevin O'Halloran
    Receiver for R3 Food Services, LLC
    P.O. Box 56584
    Atlanta, GA 30343

so as to be received by the Receiver on or before the Bar Date.
E-mail and facsimile submissions will not be accepted. Proofs of
Claim shall be deemed filed when actually received by the
Receiver. Failure to timely submit a Proof of Claim may result in
having your claim disallowed by the Court.

The Receiver shall retain the right to: (i) dispute, or assert
offsets, defenses or counterclaims against any filed Proof of
Claim as to nature, amount, liability, classification, or
otherwise; (ii) subsequently designate any Proof of Claim as
disputed, contingent or unliquidated; and (iii) withhold
distributions, if any are available, to the affected creditor
until such time as the dispute is resolved by agreement with the
Receiver or by the Court, subject to an appeal by any aggrieved
party contesting the Receiver's determination.  Persons or
entities holding the following claims are not required to file a
Proof of Claim: (1) any claim against the Defendant previously
allowed by or paid pursuant to an order of the Court; or (2) any
claim of the professionals, vendors and contractors employed by
the Receiver (which shall remain subject to a separate application
and allowance process).  No participating creditor shall execute
on any Receivership asset.  If you believe that you have a claim
against the Defendant and require a Proof of Claim form, please
contact the Receiver's counsel:

    Mark J. Dorval, Esq.
    Stradley Ronon Stevens & Young, LLP
    2600 One Commerce Square
    Philadelphia, PA 19103
    Telephone (215) 564-8000.

R3 Food Services, LLC, operates franchised Taco Bell(R)
restaurants located in Pennsylvania and Ohio.  Subject to higher
and better offers, the Receiver has entered into an asset purchase
agreement with Charter Foods North, LLC, for the sale of the
Stores free and clear of all liens.  A hearing to approve the sale
to the highest bidder is scheduled for June 29, 2009, at
10:00 a.m., in Philadelphia, before the Honorable Mark I.
Bernstein.


RAP VENTURES: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RAP Ventures, Inc.
           dba Ramada Inn
        5005 34th Street North
        Saint Petersburg, FL 33704

Bankruptcy Case No.: 09-13069

Chapter 11 Petition Date: June 19, 2009

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

Debtor's Counsel: Thomas C. Little, Esq.
                  2123 N.E. Coachman Road, Suite A
                  Clearwater, FL 33765
                  Tel: (727) 443-5773
                  Email: janet@thomasclittle.com

Total Assets: $6,452,299

Total Debts: $3,964,352

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

          http://bankrupt.com/misc/flmb09-13069.pdf

The petition was signed by Ram A. Prasad, president of the
Company.


REAL MEX: Moody's Assigns 'B3' Rating on Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B3 rating to
the proposed 2nd lien senior secured notes issuance by Real Mex
Restaurants, Inc.  The company intends to apply most of the
proceeds from the $110 million offering to repay its existing
$105 million 2nd lien senior secured notes that will mature in
April 2010.  Concurrently, Moody's affirmed Real Mex's Corporate
Family Rating and Probability of Default rating at Caa2, while
revising the rating outlook to developing from negative.

The developing outlook reflects the likely improvement in
liquidity and reduction in near term default risk if the
refinancing is consummated.  The provisional (P) indicator on the
new notes will be removed and a B3 rating will be assigned, upon
closing of the transaction and Moody's satisfactory review of
final documentation.  Real Mex's rating outlook and Speculative
Grade Liquidity rating, currently at SGL-4, will be revisited at
the same time.  Conversely, if the transaction does not transpire
as proposed, Real Mex's ratings will likely face significant
downward pressure engendered from the mounting refinancing risk.

While recognizing the potential benefit on liquidity after
refinancing, the Caa2 CFR continues to reflect the challenges Real
Mex will face to reverse its revenue decline primarily driven by
the worsening negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  Its SSS stood
at -9.1% in the first quarter 2009 as compared to -7.2% in the
fourth quarter 2008, largely reflecting slower guest traffic at
its restaurants.  Moody's expects Real Mex's topline will likely
continue to be under pressure in the medium term, in light of the
prolonged recession and aggravating economic conditions in
California, where the unemployment rate and foreclosure are among
the highest in the nation and more than 80% of Real Mex's
restaurants are located.  Therefore, its credit metrics will
likely remain weak throughout the intermediate term.

"Intensified competition in the casual dining sector and
consumers' trading down to less expensive alterative dining
places, such as quick service and fast-casual restaurants, would
further dampen Real Mex's effort in turning around the negative
traffic trend," commented Moody's analyst John Zhao.

Favorably, the rating incorporates the management's experience and
continuous effort in managing operating margin.  In addition, Real
Mex's focus on providing authentic Mexican-themed casual dining
experience and its leading position in this niche should bode well
with the long-term demographic trend, such as the rapid growth of
Hispanic population in the U.S.

Moody's anticipates that, concurrent with the refinancing, the
$40 million 1st lien senior secured credit facilities due January
2010 (not rated) would be extended by 3 years with new maturity
date in June 2012 through a credit agreement amendment with its
senior lender, and financial covenants under the facilities would
be loosened to allow ample cushion for compliance in the future.
In addition, the current maturity on the $65 million senior
unsecured term loan due October 2010 (not rated) would also be
extended beyond 2012, $25 million of which would be moved to Real
Mex's holding company, among other changes.

The ratings on the existing $105 million senior secured notes due
2010 were lowered to B3 from B2, due to lower family recovery
assumption per Moody's Loss-given-Default methodology, given the
deteriorated core operating performance.

The rating action is:

Rating assigned:

  -- $110 million 2nd lien senior secured notes due 2012 - (P) B3
     (LGD2, 26%)

Ratings affirmed:

* Corporate Family Rating -- at Caa2
* Probability of Default Rating -- at Caa2
* Speculative Grade Liquidity rating -- at SGL-4

Rating changed:

* $105 million 2nd lien senior secured notes due 2010 -- lowered
  to B3 (LGD2, 26%) from B2(LGD2, 20%)

* Rating outlook: changed from negative to developing

The last rating action on Real Mex occurred on November 24, 2008
when its CFR was upgraded to Caa2 from Caa3 after the completion
of balance sheet restructuring.

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts.  At March 29, 2009, Real Mex operated 224 restaurants of
which 155 were located in California and the remainder were
located in 12 other states.  Total revenues for twelve months
ending March 29, 2009, were approximately $545 million.


ROBERT ORR: Albert Reidere Seeks to Block Bankruptcy Protection
---------------------------------------------------------------
Kansas City Business Journal reports that Albert Riederer, the
Chapter 11 trustee of the Brooke Corp. and Brooke Capital Corp.,
has sought to block former Brooke Corp. founder and CEO Robert
Orr's filing for bankruptcy protection.

According to Business Journal, Mr. Reiderer is accusing Mr. Orr of
transferring about $4 million from various Brooke accounts to
Brooke Holdings, "with the intent of enriching Orr, his other
family members and/or trusts which were set up with Orr and/or his
family members as beneficiaries."  Mr. Orr transferred the
$4 million at a time when he knew that the Brooke companies
wouldn't be able to sustain their business operations for any
significant period of time, Business Journal says, citing Mr.
Riederer.

Business Journal relates that Mr. Reider claims that during 2008
or earlier, Mr. Orr diverted $14 million of revenue from Brooke
companies to pay for the debt obligations of franchisees, in order
to hide the true financial condition of the Brooke companies from
creditors.  The report quoted Mr. Reider as saying, "Orr's actions
in doing so constituted a breach of his fiduciary obligations
because he was directing that the (Brooke companies) pay
obligations for which the (Brooke companies) were not liable."

Mr. Reider alleges that under the direction of Mr. Orr, the Brooke
companies diverted some $4 million from accounts that held the
insurance premiums paid by insurers to cover an overdraft that the
Brooke companies had at wholly owned subsidiary Generations Bank,
Business Journal states.

Phillipsburg, Kansas-based Robert Dean Orr filed for Chapter 11
bankruptcy protection on December 16, 2008 (Bankruptcy D. Kan.
Case No. 08-13242).  J. Michael Morris, Esq., who has an office in
Wichita, Kansas, assists Mr. Orr in his reorganization efforts.
The Debtor listed $100,000 to $500,000 in assets and $50,000,000
to $100,000,000 in debts.


SEARS CANADA: Moody's Downgrades Senior Unsecured Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service lowered Sears Canada's senior unsecured
notes to Ba1 from Baa3.  The company's Ba1 Corporate Family Rating
and SGL-2 Speculative Grade Liquidity rating were affirmed.  The
outlook remains stable.

The downgrade of Sears Canada's senior unsecured notes results
from the release of collateral in connection with the maturity of
the company's revolving credit facility.  Following re-application
of Moody's Loss Given Default methodology for the released
collateral, the bonds were downgraded one notch.

The Ba1 Corporate Family Rating recognizes Sears Canada's solid
franchise and strong credit metrics.  Debt/EBITDA remains below 3
times even after the inclusion of soft first quarter 2009 results
in the LTM period.  Key concerns include the potential impact on
financial policy decisions that could be made by its ultimate 74%
owner, Sears Holdings.

The stable outlook reflects that though operating results have
softened due to the weakening macroeconomic environment, there
still remains sufficient cushion in key credit metrics.

The SGL-2 Speculative Grade Liquidity rating, representing good
liquidity, recognizes that while Sears Canada does not have a
committed bank revolver, it does have healthy cash balances and is
generating significant levels of operating cash flow.

Rating lowered:

  -- Senior unsecured notes to Ba1 (LGD 3, 41%) from Baa3

Ratings affirmed:

  -- Corporate Family Rating at Ba1
  -- Probability of Default Rating at Ba1
  -- SGL-2 Speculative Grade Liquidity rating

The last rating action for Sears Canada was the December 18, 2007
upgrade to SGL-2 of the Speculative Grade Liquidity rating.

Sears Canada, Inc., operates 388 stores throughout Canada, as well
as approximately 1,800 catalog outlets, with annual revenues of
around $6 billion.  Sears Canada is 74% owned by Sears, Roebuck
and Co., which is a wholly-owned subsidiary of Sears Holdings.


SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on The Sheridan Group Inc.  The rating was removed
from CreditWatch, where it was placed with negative implications
on May 20, 2009.  The rating outlook is stable.

At the same time, Standard & Poor's affirmed its 'B' issue-level
rating on Sheridan's 10.25% senior secured notes due 2011 and
removed it from CreditWatch.  S&P revised its recovery rating on
the notes to '3', indicating S&P's expectation of meaningful (50%
to 70%) recovery for noteholders in the event of a payment
default, from '4', primarily reflecting the company's reduction in
its revolver commitment to $20 million from $30 million.  (See
Standard & Poor's recovery report on Sheridan, to be published on
RatingsDirect immediately following the release of this report.)

"The rating actions follow Sheridan's successful execution of a
$20 million amended and restated revolving credit agreement, which
alleviates some of our concerns regarding its near-term liquidity
profile," said Standard & Poor's credit analyst Ariel Silverberg.

The new facility matures March 25, 2011, and contains a
$33 million minimum EBITDA covenant and a 1.80x interest coverage
covenant.  While S&P remain concerned that the weak operating
environment will continue to pressure earnings, and S&P expects
that EBITDA will fall in the low- to mid-teens percentage area in
2009, resulting in leverage of around 5.0x, S&P does not expect
this will result in a covenant violation in the next several
quarters.

S&P's expectation for 2009 performance stems from S&P's assumption
that Sheridan will continue to experience volume declines across
all of its segments, including books and journals, resulting in a
low- to mid-teens percentage revenue decline.  At March 31, 2009,
adjusted debt to EBITDA was 4.3x, and EBITDA coverage of interest
was 2.1x.

The 'B' rating reflects challenging operating conditions across
Sheridan's niche printing segments, the expectation for declining
EBITDA in 2009, and the expectation for an aggressive financial
profile, with debt leverage of around 5.0x.

In the first quarter of 2009, revenue and EBITDA declined 17% and
14%, respectively, as compared to the first quarter of 2008.
Adjusting for pass-through costs (paper and freight), first-
quarter revenues declined 11% year over year.  The declines
reflect reduced volume across all segments, with the greatest
weakness in magazines and specialty catalogs.  S&P expects the
operating environment in the print industry to remain weak through
2009, in part due to customers' reduction of ad spend, as well as
a continued reduction in discretionary spending, which
particularly affects magazine and catalog volume.  The secular
shift away from print media is another negative operating factor.


SILVER CLUB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Silver Club
        1040 Victorian Ave.
        Sparks, NV 89431

Bankruptcy Case No.: 09-51953

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
       Parker's Model T., Inc.                     09-51956
       The Holder Group El Capitan, Inc.           09-51958
       The Holder Group Elko, LLC                  09-51961

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

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

      http://bankrupt.com/misc/nvb09-51953.pdf

The petition was signed by Harold D. Holder, Sr., president of the
Company.


SINCLAIR BROADCAST: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------------
On June 19, 2009, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings on Hunt Valley, Maryland-
based TV broadcaster Sinclair Broadcast Group Inc. and subsidiary
Sinclair Television Group Inc. by one notch.  The corporate credit
rating was lowered to 'B+' from 'BB-', and the rating outlook is
negative.

"The ratings downgrade reflects our view that because of the very
weak advertising market for local TV broadcasters, Sinclair's debt
leverage will rise rapidly in 2009, with no imminent prospect of
improvement," said Standard & Poor's credit analyst Deborah
Kinzer.

The 'B+' rating reflects the company's financial risk from high
debt leverage, its portfolio of generally lower-ranked stations,
its growing portfolio of real estate and other non-TV assets, and
the refinancing risk that the company faces in 2010 and early
2011, when investors can exercise put options on about
$438 million of convertible debt.

Sinclair has one of the largest non-network owned TV station
groups in the U.S., reaching about 22% of the country's
households.  The company's size confers synergies with respect to
marketing, programming, overhead, and capital expenditures.
Sinclair operates 58 stations in 35 markets, primarily in the
Eastern half of the country, which provides some measure over
business diversification.  Most of Sinclair's stations are
affiliated with the Fox (20 stations), MyNetworkTV (17), ABC (9),
or CW (9) networks; this has not been an optimal mix in recent
periods, with all but the Fox stations underperforming.

Over the past two years, the company has spent more than
$180 million to purchase non-TV assets, including several real
estate investments.  S&P views the strategic and long-term
commercial values of these investments as unclear, and the
businesses as unrelated to Sinclair's core competencies.  The
company funded these acquisitions partially with debt.
Investments in noncore assets that increase debt leverage are a
negative rating factor.

Leverage remains a key rating concern.  The company has high debt
leverage because of past debt-financed acquisitions and
nonstrategic investments and high dividend payments, combined with
the current weakness in revenues.  As of March 31, 2009, lease-
adjusted debt to EBITDA was 6.3x.  Despite modest debt repurchases
by the company in the first quarter of 2009, S&P does not expect
Sinclair to be able to reduce its leverage below S&P's threshold
ratio of 6.0x for a 'BB-' rating in the foreseeable future.
Moreover, in S&P's opinion, the company's leverage could rise well
above 7.0x as 2009 progresses.

Lease-adjusted EBITDA coverage of interest expense was 2.6x (pro
forma for a full year's impact of APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion) for the 12 months ending March 31, 2009.  S&P expects
interest coverage to narrow in 2009 and thereafter because of
lower EBITDA and the likelihood that any debt issued to refinance
the convertible issues will be more costly.

Sinclair converted about 45% of EBITDA into discretionary cash
flow in the 12 months ending March 31, 2009, compared with 37.7%
in the same period of 2008.  Dividends were very high, at about
31% of EBITDA in the 12 months ending March 31, 2009.  Although
the company recently suspended the dividend and plans to curtail
its capital spending, S&P expects discretionary cash flow to be
insufficient to enable significant debt reduction in 2009.


SIRVA INC: To Settle Multidistrict Litigation for $3 Million
------------------------------------------------------------
Sirva Inc. and three affiliates have received court approval to
pay $3 million to settle multidistrict litigation accusing them of
price-fixing fuel surcharges, according to Law360.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on February 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P.
is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.


SOLO CUP: Moody's Assigns 'Ba2' Rating on New Asset-Based Revolver
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new asset-
based revolver and a B2 rating to the new senior secured notes of
Solo Cup Company.  Moody's also affirmed the B3 corporate family
rating and stable rating outlook.  Additional instrument ratings
are detailed below.

The rating is in response to the company's announcement on
June 19, 2009 that it plans to offer $300 million of senior
secured notes due 2013.  The proceeds from the offering, together
with proceeds from an anticipated concurrent bank financing, are
expected to be used to repay all amounts outstanding under the
Company's existing first lien credit agreement and to pay the
fees, expenses and other costs relating to the offering and the
bank financing.  The bank financing includes a proposed
$200 million asset-based revolving credit facility.

Ratings on the existing credit facilities and the term loan will
be withdrawn after completion of the transaction.

Moody's believes the transaction is largely credit neutral given
the use of proceeds.  The transaction will bolster liquidity,
address near-term maturities and improve covenant cushion, but
higher interest rates on the new debt will erode interest coverage
in the absence of further margin improvements.  Solo Cup's credit
metrics are strong for the rating category, but its operating
performance has declined over the last two quarters.  The company
has been negatively impacted by economic weakness and a
challenging competitive environment.  Moody's believes the
company's competitive position is still evolving and a sustained
improvement in credit metrics over the rating horizon may prove
challenging despite the significant performance improvement
initiatives undertaken.  This is incorporated in the company's B3
corporate family rating, which also reflects Solo Cup's
concentration of sales, the risks inherent in the company's plan
to exit certain business and the lack of long term contracts for a
high percentage of business.

The ratings are supported by the company's ongoing performance
improvement initiatives, broad product portfolio and long-standing
customer relationships.  The ratings are also supported by Solo
Cup's strong liquidity and anticipated cash flow from pending real
estate sales.

Moody's took these rating actions:

  -- Affirmed Corporate Family Rating at B3

  -- Affirmed Probability of Default Rating at B3

  -- Affirmed $150 million senior secured revolving credit
     facility dur 2010, B2 (LGD 3, 35%) (to be withdrawn upon
     completion of the transaction)

  -- Affirmed $637 million senior secured term loan B due 2011
     ($302 million outstanding), B2 (LGD 3, 35%) (to be withdrawn
     upon completion of the transaction)

  -- Affirmed $323 million senior subordinated notes due 2014,
     Caa2 (LGD 5, 87% )

  -- Affirmed speculative grade liquidity rating of SGL-2

  -- Assigned $200 million asset-based revolver due 2013, Ba2 (LGD
     2, 13%)

  -- Assigned $300 million senior secured notes due 2013, B2
     (LGD3, 43%)

The rating outlook is stable.

Moody's last rating action on Solo Cup occurred on July 24, 2008,
when Moody's affirmed the company's B3 corporate family rating and
rating outlook and assigned an SGL-2 speculative grade liquidity
rating.

Headquartered in Highland Park, Illinois, Solo Cup Company is one
of the largest domestic manufacturers of disposable paper and
plastic food and beverage containers used in the foodservice and
retail consumer markets.  Products include cups, lids, straws,
napkins, cutlery, and plates.  Revenues were approximately
$1.8 billion for the twelve months ended March 31, 2009.


SONORAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sonoran Energy, Inc.
           fdba Barron Oil
           fdba Scottsdale Oil Field Services
           fdba ShowsforOnline.com
           fdba Washington, Inc.
        15305 Dallas Parkway, Ste 300
        Addison, TX 75001

Bankruptcy Case No.: 09-33852

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Margaret Hall, Esq.
                  Sonnenschein, Nath & Rosenthal, LLP
                  2000 McKinney Ave., Ste 1900
                  Dallas, TX 75201
                  Tel: (214) 259-0900

Total Assets: $47,067,773

Total Debts: $26,415,250

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

           http://bankrupt.com/misc/txnb09-33852.pdf

The petition was signed by Michael L. Kayman, chief restructuring
officer of the Company.


SPANSION INC: Seeks to Reject Contract with Market Street
---------------------------------------------------------
On March 17, 2008, Spansion LLC and Market Street Partners LLC
entered into an agreement pursuant to which Market Street
Partners provides investment community consulting and investor
relations and advice with respect to financial community
relations, shareholder relations and related matters.  Spansion
has historically employed the services of Market for quarterly
earnings calls and similar events.

Pursuant to the terms of the Agreement, Spansion makes monthly
payments of approximately $12,000 for the services provided by
Market Street Partners.  The Agreement initially had a one-year
term that expired on March 16, 2009.  The Debtors tell the Court
that after the initial year, the Agreement continues perpetually,
provided, however, that either party may terminate the Agreement
upon 60 days notice.

The Debtors note that they have determined that the Agreement is
no longer in the best interest of their estates and should be
rejected.  The Debtors relate that through their restructuring
efforts, the services provided by Market Street under the
Agreement are now performed by their employees.

Accordingly, the Debtors seek the Court's authority to reject,
nunc pro tunc to June 5, 2009, the Agreement, in accordance with
Section 365 of the Bankruptcy Code.  The Debtors further ask the
Court to direct that claims for damages arising as a result of
the rejection of the Agreement must be filed by the date that is
fixed by the Court as the claims bar date in the Debtors' Chapter
11 cases.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Seeks Approval of UBS Bank USA Settlement
-------------------------------------------------------
In connection with certain settlements with U.S. security
regulators and certain state Attorneys General regarding UBS Bank
USA, UBS Financial Services Inc., UBS Securities LLC, and UBS AG's
sale and marketing of auction rate securities, UBS offered certain
rights to eligible holders of auction rate securities.

Spansion Inc., an Eligible Holder, accepted the offer and received
rights denominated as "Series C-1 and C-2" Rights.  The Series C-
1 and C-2 Rights held by Spansion entitle it to require UBS to
purchase the Spansion ARS at par value during the period
commencing on June 30, 2010, and ending on July 2, 2012.  The
aggregate Par Value of all the Spansion ARS is $121,900,000.

Also prior to the Petition Date, Spansion was, and continues to
be, the account holder of a certain securities account at UBS,
which account consists primarily of Spansion ARS and any
interest, dividends, distributions and other proceeds of the
Spansion ARS.

In connection with the Offer, Spansion applied for, and obtained
from UBS Bank USA, an uncommitted revolving line of credit by
executing:

  (i) a Credit Line Agreement;

(ii) a Credit Line Account Application and Agreement;

(iii) a Borrower Agreement; and

(iv) an Addendum to Credit Line Account Application and
      Agreement.

To secure the Credit Line and all obligations, Spansion granted
UBS Bank USA, a first priority lien in, among other things, the
Collateral Account, the Spansion ARS and the Proceeds.  UBS Bank
USA asserts, and the Debtors admit, that UBS Bank USA has
properly perfected its priority lien in the Collateral.

Pursuant to the terms of the Credit Line Documents, any and all
Proceeds are automatically swept out of the Collateral Account
and into the Credit Line Account in the ordinary course of
business, and applied by UBS Bank USA to the Credit Lien to
satisfy Spansion's obligations in accordance with the terms of
the Credit Line Documents.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that as of February 27, 2009, (i) the amount outstanding
under the Credit Line was $79,354,393 and (ii) the market value of
the Spansion ARS was approximately $104,078,330.

Pursuant to the Credit Line Documents, Spansion granted UBS the
sole discretion and right to sell, redeem or dispose of, or enter
orders in the auction process with respect to the Spansion ARS
without prior notification -- the "Call Right.  Upon exercise of
the Call Right, the proceeds of a sale, redemption or other
disposition of the affected Spansion ARS are to be applied first
to Spansion's obligations under the Credit Line, upon full
satisfaction of all obligations are to be surrendered to the
Debtors.  In the event that the Disposition Proceeds are less
than the Par Value of the ARS sold, redeemed or disposed of, UBS
must pay the difference by way of a payment which is applied
concurrently with, and in the same manner as, the Disposition
Proceeds.

By this motion, the Debtors ask the Court to approve their
stipulation with UBS, pursuant to Rule 4001(d) of the Federal
Rules of Bankruptcy Procedure.  The Stipulation provides that UBS
be authorized to take these actions without violating the
automatic stay:

  (a) Receive proceeds as they accrue to the Spansion ARS in the
      Collateral Account, transfer them to UBS Bank USA or a
      successor, and apply them to the Credit Line in pro tanto
      satisfaction of Spansion's obligations, or in the event
      that no obligations under the Credit Line remain
      outstanding, pay all further Proceeds to the Debtors.  In
      applying any proceeds, UBS Bank USA or a successor will be
      permitted to apply those amounts to postpetition interest
      accruing on the credit line, provided it is not
      subsequently determined that UBS Bank USA is not
      oversecured;

  (b) Exercise the Call Right with respect to any of the
      Spansion ARS, provided that the Debtors will receive an
      amount equal to the Par Value of the Spansion ARS
      redeemed, sold or otherwise disposed of, consisting of the
      Disposition Proceeds plus the Shortfall Payment, and only
      upon proper notice as provided in the Stipulation;

  (c) Apply the Disposition Proceeds and the Shortfall Payment
      in satisfaction of obligations under the Credit Line, with
      any excess amounts being paid to the Debtors.

"Allowing the practice to go forward in the form that was
followed prepetition allows the Debtors to reduce the obligations
under the Credit Line and therefore reduce accruing interest,
which is beneficial to the Debtors' estates.," Sommer L. Ross,
Esq., at Duane Morris, LLP, in Wilmington, Delaware, relates.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Samsung Wants Stay Lifted for Suit to Continue
------------------------------------------------------------
Samsung Electronics, Ltd., asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay so it could
proceed with its claims and counterclaims against Spansion, LLC,
in a patent litigations commenced by Spansion against it.

In November 2008, the Debtors commenced patent litigation
infringement against Samsung in the U.S. District Court for the
District of Delaware and with the Intellectual Trade Commission
for alleged patent violations relating to Flash memory.  The
complaint in the ITC Action sought exclusion from the United
States market of Samsung's flash memory alleging that this memory
infringes four of the Debtors' flash-memory related patents.  The
complaint in the ITC Action also seeks exclusion from the United
States market of mp3 players, cell phones, digital cameras, and
other consumer electronic devices containing the allegedly
infringing Samsung flash memory.  In the Delaware Action, the
Debtors sought both an injunction and damages for alleged patent
violations relating to Samsung flash memory.  Spansion asserted
six patents in the Delaware Action, all of which are different
from the ITC Action.

In January 2009, Samsung commenced patent infringement actions
against the Debtors' Japanese subsidiary, Spansion Japan Limited,
in Tokyo District Court seeking an injunction against Spansion
Japan from manufacturing and selling certain products that
allegedly infringe Samsung's intellectual property, as well as
the destruction of all those products.

Samsung also filed an answer and counterclaims against the
Debtors in the Delaware Action.  The Delaware Action
counterclaims alleged that the Debtors are infringing five
Samsung patents, and sought an injunction and damages for those
alleged violations.  However, the Delaware Action has not
progressed beyond the answer stage and has been stayed by
agreement of the parties since March 31, 2009.

To recall, the Debtors had asked the U.S. Bankruptcy Court for
the District of Delaware to approve their settlement with
Samsung, which provides, among other things, for Samsung to pay
the Debtors $70,000,000.

On June 2, 2009, Judge Carey denied the Settlement.  In light of
the denial of the Settlement, the Debtors have indicated that
they wish to resume their pending litigation.

Samsung clarifies that it does not oppose resuming the pending
litigation but for the sake of efficiency, it seeks relief from
the stay to proceed with its related prepetition counterclaims
against the Debtors.

"Given the specialized nature of the patent disputes and the
strong policy considerations favoring complete resolution of the
issues, cause exist to grant Samsung relief from the automatic
stay with respect to the Prepetition Counterclaims," asserts
Sally E. Veghte, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, in Wilmington, Delaware, counsel for Samsung
Electronics Co., Ltd.  She adds that proceeding with the
Prepetition Counterclaims would not prejudice the Debtors because
the Prepetition Counterclaims would not interfere with the
administration of the Debtors' estates.

In an e-mailed statement sent to EE Times, Spansion spokesperson
said the Company does not anticipate that the Samsung patent
litigation will affect its restructuring progress.  The
spokesperson added that Spansion has always excluded any
potential proceeds from the settlement in its current cash
balance statements.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Mathers Requests for Equity Holders Committee
-----------------------------------------------------------
Philip Mathers, a party-in-interest and equity security holder of
2,000,000 class A common stock of Spansion Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to appoint an
Official Committee of Equity Security Holders to assure a timely
and appropriate representation of equity security holders and the
orderly and proper administration of the estate.

Dr. Mathers asserts that the Equity Holders will not have
representation in the Debtors' case absent an official committee.
He adds that the current and sustained depression in the stock
price, and the decision of many equity holders to bail out
already, is no excuse to bypass, abuse or take-for-granted those
who lawfully own the company.

In Court papers, Dr. Mathers says "The Note-holders are
represented before this Court.  The equity security holders are
not.  In short, it is impossible, from the outside without
representation, for the equity security holders to ascertain
anything meaningful from the data which the Debtors are
reporting."

Dr. Mather is referring to the alleged inconsistencies of the
data contained in the monthly operating reports and other reports
filed by the Debtors with the Court.  Specifically, from the
equity security holders' viewpoint, most alarming is the sudden
announcement of an unexplained and unprecedented depreciation of
some $2.76 billion in assets.

"And if the Debtors themselves are incompetent with respect to
their accounting, how do they know themselves that they are
insolvent and/or in need of protection, as they clam?" Dr.
Mathers points out.

According to Dr. Mathers, further evidence of the Debtors'
indifference to their equity holders is the proposed litigation
with Samsung Electronics, Ltd., which the Court had denied
approval.

"Equity security holders have waited patiently for the Debtors to
deliver promised reports, only to be handed additional extensions
to deadline and an enormous retrospective asset write-down," Dr.
Mathers says.  "The time to appoint an official committee of
equity security holders has come."

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPARTON CORPORATION: National City Note Extended to August 15
-------------------------------------------------------------
Sparton Corporation entered into a Modification Agreement with
National City Bank, a national banking association, which amends
the terms of the existing Promissory Note dated January 22, 2008,
between the Company and the Lender, as amended and the related
documents.

The Promissory Note relates to an $18 million revolving line of
credit facility that supports the Company's working capital needs
and other general corporate purposes.  The Line of Credit Loan is
secured by substantially all assets of the Company.  The Line of
Credit Loan is evidenced by, among other documents, the Promissory
Note, as amended by the Master Amendment to Loan Documents, dated
as of April 21, 2008, and effective as of March 31, 2008, by the
Second Master Amendment to Loan Documents, dated as of July 31,
2008 and effective as of June 30, 2008, by the Third Master
Amendment to Loan Documents, dated as of November 12, 2008, by the
Fourth Master Amendment to Loan Documents, dated as of January 20,
2009 and by the Promissory Note Modification Agreement dated
April 30, 2009, and effective May 1, 2009.

Pursuant to the Amendment, the terms of the Line of Credit Loan
Documents were amended to extend the maturity date of the
Promissory Note from June 15, 2009, to August 15, 2009.  The
Company also ratified and confirmed its obligations and liability
to the Lender under the Line of Credit Loan Documents pursuant to
the Amendment.

The Line of Credit Loan Documents include representations,
covenants and events of default that are customary for financing
transactions of this nature.  The Company's obligations under the
Line of Credit Loan Documents are guaranteed by each of the
Company's subsidiaries, and each guarantee is secured by all
assets of the respective subsidiary.

The Company did not meet its EBITDA and tangible net worth
covenants for the quarters ended September 30 and December 31,
2008, and March 31, 2009, and National City waived its right to
accelerate payment of the debt arising from the noncompliance with
those covenants for those quarters.  As of March 31, 2009,
$15.5 million was drawn against the credit facility.  Interest
accrued on those borrowings amounted to roughly $26,000 as of
March 31, 2009.

Sparton Corporation provides design and electronic manufacturing
services, which include a complete range of engineering, pre-
manufacturing and post-manufacturing services.  Products and
services include complete "Device Manufacturing" products for
Original Equipment Manufacturers, microprocessor-based systems,
transducers, printed circuit boards and assemblies, sensors and
electromechanical devices.  The Company also develops and
manufactures sonobuoys, anti-submarine warfare devices, used by
the U.S. Navy and other free-world countries.  The Company had
$135,719,388 in total assets and $73,424,306 in total liabilities
as of March 31, 2009.


STANDARD MOTOR: S&P Withdraws 'CC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its 'CC'
corporate credit rating and other debt ratings on Standard Motor
Products Inc. at the company's request.  There is a small amount
of rated debt remaining after the recently completed exchange
offer.

The Long Island City, New York-based auto supplier has a leading
market position in two product categories, engine management and
temperature control.  The company's products include ignition and
emission parts, onboard computers, battery cables, fuel system
parts, air-conditioning compressors, and heater parts.


STAR TRIBUNE: Plan Offers Up to 36% Recovery for 1st Lien Lenders
-----------------------------------------------------------------
The Minneapolis Star Tribune filed a disclosure statement that
explains the terms of the Chapter 11 plan of reorganization that
it will file with the U.S. Bankruptcy Court for the Southern
District of New York.

According the Disclosure Statement, the Plan offers a 29.8% to
36.1% recovery to first-lien lenders in the form of new common
stock and secured notes.  Unsecured creditors will recover between
0.5% and 1.3% of their claims with cash or stock and warrants.
Holders of convenience claims will be paid 0.9% of the allowed
amount of their claims.  Holders of administrative and priority
tax claims and holders of other priority claims and other secured
claims will be paid in full.  The first lien lenders and unsecured
creditors will be entitled to vote on the Plan.  Holders of equity
interests will not receive any distributions under the Plan and
will be deemed to reject the Plan.

After careful review of their current business operations, their
prospects as ongoing business enterprises and the estimated
recoveries of creditors in various liquidation scenarios, Star
Tribune and its affiliates have concluded that the recovery of
holders of allowed claims will be maximized by the Debtors'
continued operation as a going concern.

The Official Committee of Unsecured Creditors is supporting the
Plan.

The Court will consider approval of the adequacy of the
information in the Disclosure Statement on July 29.  Objections
are due July 20.  The Debtors are proposing a July 29 record date,
a September 3 deadline for ballots, and a September 17
confirmation hearing.

A copy of the Disclosure Statement is available for free at:

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

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area.  The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor.  Diana G. Adams, the U.S. Trustee for Region 2, selected
seven members to the official committee of unsecured creditors in
the Debtors' Chapter 11 cases.  Scott Cargill, Esq., and Sharon L.
Levine, Esq., at Lowenstein Sandler PC, represent the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million each.

The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.


STILA CORP: Creditors File Involuntary Ch 7 Petition Against Co.
----------------------------------------------------------------
Japanese firms Tokiwa Corp., JO Cosmetics Co., and Nihon Kolmar
Co. have filed a petition before the U.S. Bankruptcy Court for the
District of Delaware to send Stila Corp. to Chapter 7 liquidation,
court documents say.

According to court documents, the three Japanese firms claimed a
total of $812,448 in debts that Stila failed to pay its debts.

Stila Styles Corp. is headquartered in Glendale, California.  It
is incorporated in Delaware.  It was once owned by Estee Lauder
(EL.N) and was sold to Sun Capital in 2006.  Private equity firm
Patriarch bought the cosmetics assets from Stila's lenders after
they foreclosed on the company, creating Stila Styles.


TELEPLUS WORLD: Court Appoints Interim Receiver for Operating Arms
------------------------------------------------------------------
Teleplus World, Corp., disclosed in a filing with the Securities
and Exchange Commission that the Ontario Superior Court of Justice
in Ontario, Canada appointed BDO Dunwoody Limited as interim
receiver.

The Court set June 24, 2009, to consider this matter.

Company operating subsidiaries' first secured creditors, Steve
Kerekes, Melanie Kerekes, Jim Oattes, Grace Debrandere, Jim
Reddon, Monica Reddon, Tom Davis and Jane Davis demanded that the
Company's Canadian operating subsidiaries which include TelePlus
Connect, Corp., 1523813 Ontario Limited, Avenue Reconnect, Inc.
and Telizon, Inc. be appointed an interim receiver.

The Interim Receiver will not operate the business of the TelePlus
Group or take possession of the assets or property of the TelePlus
Group pending further order from the court.

The TelePlus Group will remain in possession and control of its
current and future assets, and property.  Subject to further order
from the court, the TelePlus Group will continue to carry on
business in a manner consistent with the preservation of its
business.

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

               http://ResearchArchives.com/t/s?3e0e

                    About Teleplus World, Corp.

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Debtor filed for Chapter 11 protection on March 5, 2009
(Bankr. S.D. Fla. Case No. 09-13799).  Phillip M. Hudson III,
Esq., at Arnstein & Lehr LLP, represents the Debtor in its
restructuring efforts.  In its schedules of assets and debts, the
Debtor disclosed $11,176,165 in total assets and $18,925,502 in
total debts.


TOUSA INC.: Tax Refund Pledged to Lender Subject to Attack
----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's right to a federal tax
refund stemming from a net operating loss (NOL) carryback that
arose in the tax year preceding the debtor's bankruptcy filing
arose for the first time after the conclusion of that tax year.
Thus, the secured interest in the tax refund resulting from the
debtor's prepetition pledge of its general intangibles as
collateral did not attach, as a matter of bankruptcy preference
law, until the start of the debtor's next tax year, and was
subject to attack as a preferential transfer, pursuant to the
provision of the preference statute indicating that a transfer did
not occur, under preference law, until the debtor acquired rights
in the property transferred.  In re TOUSA, Inc., --- B.R. ----,
2009 WL 1689246, http://is.gd/193rX(Bankr. S.D. Fla. Adv. Pro.
No. 08-1435, June 17, 2009).


TRIBUNE CO: Seeks to Employ Ernst & Young for Valuation Services
----------------------------------------------------------------
Tribune Co. and its affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Ernst &
Young to provide valuation and business modeling services and
market survey services.

Pursuant to the Valuation Services Agreement and the Statement of
Work for Goodwill Impairment Testing entered into between Ernst &
Young and the Debtors, Ernst & Young will provide certain
valuation services to:

  -- assist the Debtors in testing for the impairment of
     goodwill and other indefinite lived intangible assets
     recorded in Tribune Company's consolidated financial
     statements in accordance with the professional guidance
     outlined in Statement of Financial Accounting Standards No.
     142; and

  -- test for the recoverability of certain long-lived assets of
     the Company in accordance with the professional guidance
     outlined in Statement of Financial Accounting Standards No.
     144.

Ernst & Young will provide the Debtors with certain market survey
services, including broadcasting marketing analysis according to
the terms of the Market Services Agreement.

Specifically, Ernst & Young will:

  (a) interview Tribune Company management concerning the nature
      and operations of the Newspapers, Television Stations,
      Tribune Media Services and Cable reporting units;

  (b) consider any business plans, future performance estimates
      or budget for the Reporting Units.

  (c) analyze applicable economic, industry, and competitive
      environments, including relevant historical and future
      estimated trends;

  (d) analyze the Reporting Units giving consideration to
      appropriate approaches to value, including Income
      Approach, Market Approach and Cost Approach;

  (e) analyze each indefinite lived Masthead that resides within
      the Newspaper's Reporting Unit;

  (f) review Tribune Company valuation analysis of various FCC
      Licenses that reside within the Television Reporting Unit;

  (g) discuss with Tribune Company management regarding certain
      intangible assets of the subject Reporting Units;

  (h) analyze certain intangible assets of the subject Reporting
      Units giving consideration to appropriate approaches to
      value, including, Income Approach, Market Approach and
      Cost Approach;

  (i) analyze certain identified intangible assets
      including, Subscriber Relationships, Advertiser
      Relationships, Commercial Printing and Distribution
      Agreements, Network Affiliation Agreements, and Assembled
      Workforce;

  (j) analyze personal and real property assets owned by the
      Reporting Units; and

  (k) prepare a narrative report summarizing the methodologies
      employed in its analysis, the assumptions on which its
      analysis was based, and its recommendations of fair value.

Pursuant to separate agreements with certain Debtors, Ernst &
Young has agreed to provide with information regarding the Los
Angeles and New York broadcasting market, including, the size of
the market and the Debtors' ranking within the market.

Ernst & Young has previously been identified by the Debtors as an
ordinary course professional to provide the Debtors market survey
services.  Given that the Debtors are now seeking to retain Ernst
& Young to perform services under Section 327 of the Bankruptcy
Code, the Debtors seek the Court's authority to have the Market
Survey Services and related expenses provided by Ernst & Young
from the Petition Date through May 31, 2009, to be authorized
under the order approving the Ernst & Young employment
application.  The Debtors anticipate that Ernst & Young will
perform the Market Survey Services on a going forward basis and
that the projected quarterly fees with those will be $4,275.  The
Debtors project that Ernst & Young's fees in connection with the
Valuation and Business Modeling Services will be roughly $150,000
per month.

The Debtors will reimburse Ernst & Young for its direct expenses
incurred in connection with its performance of the services and
will include reasonable and out-of-pocket expenses for items like
travel, meals, accommodations, telephone and others.

The Debtors propose to pay Ernst & Young on the firms' customary
hourly rates:

      Professional              Rate/Hour
      ------------              ---------
      Executive Director/
        Principal/Partner          $525
      Senior Manager               $475
      Manager                      $375
      Senior                       $275
      Staff                        $175

The Debtors relate that they owe Ernst & Young $2,656 for
services rendered prior to the Petition Date.  Ernst & Young has
agreed to waive its right to the prepetition fees upon approval
of this Application.

Matthew Howley, a principal at Ernst & Young LLP, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14).

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Seeks Nov. 3 Extension of Deadline to Remove Actions
----------------------------------------------------------------
Tribune Company and its debtor-affiliates ask Judge Kevin J.
Carey of the United States Bankruptcy Court for the District of
Delaware to extend the time until November 3, 2009, within which
they may file notices of removal with respect to claims and
causes of action pending as of the Petition Date.

The Debtors have legitimate need for additional time to review
their outstanding litigation matters and evaluate whether those
matters should be properly be removed pursuant to Rule 9027 of
the Federal Rules of Bankruptcy Procedure, says James F. Conlan,
Esq., at Sidley Austin LLP, in Chicago, Illinois.  He points out
the Debtors have devoted substantially all of their resources to
stabilizing their business operations and addressing critical
case management issues.

"Given the size of the Debtors' business enterprise and the
unusually large number of Debtors involved in the procedurally
consolidated cases, transitioning the Debtors' businesses into
smooth operations in Chapter 11 and meeting the initial
requirements of the Chapter 11 process, together with the
substantial existing effort required to manage the Debtors'
business enterprise and begin the formulation of a plan of
reorganization, have been formidable tasks," Mr. Conlan asserts.

Mr. Conlan adds that the counterparties to any claim or cause of
action relating to the Debtors' chapter 11 proceedings will
suffer no discernible prejudice from the sought extension.

". . . [P]reserving the Debtors' ability to remove actions
imposes no delay or unnecessary burdens on any counterparties to
claims or other causes of action relating to the Debtors' Chapter
11 proceedings," Mr. Conlan asserts.  He adds that in the absence
of the extension, the Debtors would lose a potentially key
element of their overall ability to manage litigation during
their Chapter 11 cases even before that litigation would
reasonably have been evaluated, to the detriment of the Debtors,
their estates, and their creditors as a whole.

Prepetition causes of action against the Debtors are stayed by
operation of the automatic stay contained in Section 362(a) of
the Bankruptcy Code.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Seeks to Assume 225 Unexpired Leases
-------------------------------------------------
Pre-bankruptcy, Tribune Co. and its affiliates were parties to
approximately 250 office and warehouse leases, as well as
approximately 65 transmitter leases.  The Debtors relate that as
part of their restructuring efforts, they have been working
diligently with their advisors to identify which of the Leases
are no longer beneficial to their estates, and which Leases are
necessary to their ongoing operations.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
District of Delaware's authority to assume 225 Leases that are
necessary to sustain their business operations through their
emergence from the Chapter 11 cases and pay cure amounts with
respect to the Leases.  A list of the Leases for assumption and
their corresponding cure amounts are available for free at:

     http://bankrupt.com/misc/Tribune_225LeaseAssume.pdf

Stephanie Pater, director of real estate of Tribune Company,
tells the Court the Debtors are dependent on the Assumed Premises
to sustain their nationwide business operations, which include
distribution centers, warehouses, office spaces, and broadcast
towers and facilities.  According to Ms. Pater, if the Debtors
are denied the ability to assume the Leases at this time, the
Debtors will be unable to assume the Leases at a later date and
lose the benefit of these Leases as the Debtors must assume
unexpired leases of nonresidential real property by July 6, 2009,
or else the Leases will be deemed rejected.

Ms. Pater relates the Debtors are current on all postpetition
amounts owing under the Leases.  She adds that the collective
Cure Amount under the Leases is approximately $377,000.

If any party objects to the proposed Cure Amounts or the proposed
assumption of the Leases, the Debtors ask the Court to require
that party to file an objection no later than 4:00 p.m., on
June 18, 2009.  Each objection must, among other things, be in
writing, state with specificity the grounds for the objection,
and be filed with the Clerk of the Bankruptcy Court and served so
as to be actually received on or before the Objection Deadline by
the Debtors' counsel, Tribune Company, counsel to the Steering
Committee, and counsel to the Official Committee of Unsecured
Creditors.

The Debtors ask that, if no objection is timely received, or if a
timely objection is received but does not comply with the
requirements with respect to any Leases, (i) the Debtors will be
authorized to assume that Lease upon the payment of the Cure
amount, if necessary; and (ii) the Cure Amount will be fixed at
the amount set by the Debtors.

Upon entry of the Order approving this Motion, the Debtors ask
the Court to bar the counterparties to the Leases assumed from
asserting claims, arising on or before the date of the Order,
against the Debtors, the Reorganized Debtors, or their respective
successors, assigns, with respect to the Leases.

                           AAT Objects

AAT Communications LLC opposes to the cure amount set by the
Debtors.  AAT Communications asserts the correct amount of its
lease is $10,023.

Lauderdale River, Inc., complains that the Assumption Motion does
not propose to pay cure amounts accrued and owing to it since
May 1, 2009.  Lauderdale adds that the provision of the proposed
form of the Order, which provides that the Debtors are
"authorized, but not required" to assume the 225 leases, is
ambiguous in failing to set forth some definitive operative act
through which the Riverwalk Lease will actually be assumed.

              Debtors File Revised Proposed Order

The Debtors have made some revisions to clarify certain portions
of the proposed order.  The Revised Proposed Order deletes a
provision, which states that the Debtors "are authorized, but not
required," to assume the 225 Leases.  The Revised Proposed Order
states that the Debtors "are authorized" to assume the 225
leases.  Moreover, the Debtors also revised the Exhibit to the
Motion to specify one location with two leases and two locations
governed by one lease.  The BKM 3128 Redhill Assoc LLC lease was
also added to the list of leases to be assumed.

A full-text copy of the Revised Proposed Order and Revised
Exhibit are available for free at:

     http://bankrupt.com/misc/Tribune_Revised225Lease.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: In Negotiations With Bank Lenders on Ch. 11 Plan
------------------------------------------------------------
Tribune Company is in the early stages of negotiations with
senior creditors regarding a plan of reorganization which would
probably transfer control of the company to a group of large
banks and investors.

Tribune's reorganization plan centers on a debt-for-equity swap
that would probably give lenders a majority ownership in the
reorganized company, the Los Angeles Times reported.  The senior
creditors -- a group that includes JPMorgan Chase & Co. and
Citigroup Inc., as well as institutional investors and funds like
Oaktree Capital Management and Angelo, Gordon & Co. -- have
claims worth $8.6 billion, the report said.  But the senior debt
is trading on the open market for about 30 cents on the dollar,
suggesting the company may be worth less than $3 billion, the
report added.

A source with knowledge of the situation said the reorganization
plan would wipe out a $90 million warrant Samuel Zell negotiated
as part of his $8.2 billion takeover deal of Tribune in 2007, LA
Times related.

Bankruptcy experts opined that the outline of Tribune's raises
questions about whether the senior lender group would want to
retain Mr. Zell and his management team or seek new leadership
for the company, the LA Times related.  The LA Times related that
Mr. Zell's team has indicated that it wants to work toward a
consensual plan with Tribune's creditors, which means issues like
who manages the company and whether those managers are given
equity as part of an incentive package will be negotiated over
time, experts said.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Revised Schedules Of Assets And Liabilities
-------------------------------------------------------
Tribune Company and its 110 debtor affiliates have filed amended
schedules of assets and liabilities, disclosing:

Debtor                            Assets           Liabilities
-------                           -------          -----------
Tribune Company                $40,170,969,941  $44,023,952,221
Tribune Finance
  Service Center Inc.           16,764,975,333   16,734,342,708
Los Angeles Times
  Communications LLC             6,856,313,305    4,566,856,469
Los Angeles Times
  International, Ltd.            4,904,152,418           69,744
Tribune Broadcasting Company     4,445,555,121    2,196,236,159
Chicago Tribune Company          3,943,033,285    4,282,212,553
Tribune Finance, LLC             2,822,860,274        2,886,556
Tribune Television Company       2,724,958,787    1,099,799,729
Tribune License, Inc.            2,078,601,298        4,921,000
The Baltimore Sun Company        2,371,219,728    1,558,692,941
Tribune Publishing Company       2,014,560,643    5,182,007,448
Sun-Sentinel Company             1,699,650,304    1,772,743,751
Eagle New Media Investments      1,511,448,932       13,425,336
The Hartford Courant Company     1,430,472,262      941,071,905
WGN Continental Broadcasting     1,291,136,389      993,777,430
Orlando Sentinel Communications  1,250,494,705    1,170,738,361
KTLA, Inc.                       1,111,113,738      563,908,577
WPIX, Inc.                         973,930,644      746,200,847
The Morning Call, Inc.             789,768,880      419,827,905
Tribune Television Northwest       758,086,305      193,951,782
Tribune Media Services, Inc.       719,730,173      660,760,441
Star Community Publishing Group    662,545,829      530,822,829
Tribune Broadcast Holdings, Inc.   475,419,361      248,920,214
Eagle Publishing Investments LLC   445,322,959                0
The Daily Press, Inc.              398,949,954      310,010,748
Channel 39, Inc.                   391,000,023      120,753,039
Channel 40, Inc.                   389,070,206      139,927,405
Tribune Direct Marketing, Inc.     367,000,822      342,343,024
Tribune Entertainment Company      357,781,069      324,563,425
Tribune Broadcasting Holdco        344,632,907                0
KIAH, Inc.                         328,650,686      192,885,258
Tribune Media Net, Inc.            306,864,626      117,410,685
Tribune Television Holdings Inc.   272,989,339       51,320,243
WDCW Broadcasting, Inc.            260,733,436      132,272,300
KPLR, Inc.                         245,373,526      101,645,237
WATL, LLC                          241,423,695          687,050
Patuxent Publishing Company        235,756,111      223,580,091
KSWB, Inc.                         233,749,183      125,374,105
Southern Connecticut Newspapers    232,770,677      166,137,329
Tower Distribution Company         211,388,337       91,513,725
KWGN, Inc.                         202,781,185      149,171,314
Gold Coast Publications, Inc.      197,892,897      169,136,993
Homestead Publishing Company       139,390,775       90,070,837
Tribune Television New Orleans     112,246,293       96,186,727
Forum Publishing Group, Inc.       103,988,816       81,562,021
California Community News Corp.     96,844,385       57,213,895
5800 Sunset Productions, Inc.       86,341,511       74,814,289
Chicagoland Publishing Company      83,728,871       67,771,699
WLVI Inc.                           81,321,930       42,747,840
Chicago Tribune Press Service       77,292,511       73,561,767
Virginia Gazette Companies, LLC     72,109,589       27,437,917
Tribune Broadcasting News Network   70,120,941       66,451,336
Greenco, Inc.                       64,447,029                0
Valumail, Inc.                      60,678,512       70,189,847
Chicagoland Television News, Inc.   54,341,703       50,834,608
New Mass Media, Inc.                43,396,839       37,198,233
Neocomm, Inc.                       43,099,841       43,099,840
Tribune New York Newspaper Holdings 38,117,131       45,111,680
Tribune California Properties, Inc. 31,778,148       28,739,555
New River Center Maintenance        25,252,721        6,914,065
Direct Mail Associates, Inc.        21,438,173       17,930,799
Chicago Tribune Newspapers, Inc.    20,559,004       20,472,371
Forsalebyowner.com Corp.            18,841,682        8,716,780
Hoy Publications, LLC               18,030,926       19,127,541
Times Mirror Land and Timber Co.    17,276,815              281
TMS Entertainment Guides, Inc.      12,901,901        8,877,449
WCWN LLC                             8,644,697          706,503
Insertco, Inc.                       8,793,408           79,187
TMLS1, Inc.                          7,819,575                0
North Orange Avenue Properties       5,527,074        4,207,761
NBBF, LLC                            5,086,140                0
Baltimore Newspaper Network, Inc.    4,955,399        4,504,791
Tribune NM, Inc.                     4,556,494                0
Hoy, LLC                             3,331,167        5,855,695
Newspaper Readers Agency, Inc.       1,740,959            5,439
Courant Specialty Products           1,507,783        1,755,770
Fortify Holdings Corporation         1,040,147                0
Candle Holdings Corporation          1,040,148                0
Sentinel Communications News           882,117              796
435 Production Company                 841,947          219,159
Oak Brook Productions, Inc.            743,143          753,839
Channel 20, Inc.                       642,843        1,106,983
Chicago Avenue Construction Company    429,081          264,046
Internet Foreclosure Service, Inc.     488,038            3,643
Heart & Crown Advertising, Inc.        345,374                0
Virginia Community Shoppers, LLC       341,505          391,246
Times Mirror Payroll Processing Co.    309,936          111,401
Newscom Services, Inc.                 122,111           97,134
Tribune Entertainment Production Co.   104,858          104,944
Chicago River Production Company        95,160           95,458
North Michigan Production Company        9,699            9,997
Homeowners Realty, Inc.                  7,169                0
Shepard's Inc.                           1,001              623
Stemweb, Inc.                              770              721
Signs of Distinction, Inc.                   2                0
Chicagoland Microwave License, Inc.          0            1,094
Publishers Forest Products Co. of Wash.      0               42

Fourteen Debtors disclose $0 assets and liabilities in their
amended schedules:

  * WTXX Inc.
  * Forsalebyowner.com Referral Services LLC
  * Tribune Los Angeles, Inc.
  * Tribune Manhattan Newspaper Holdings, Inc.
  * Tribune Network Holdings Company
  * Towering T Music Publishing Company
  * Times Mirror Services Company, Inc.
  * TMLH2, Inc.
  * The Other Company LLC
  * Los Angeles Times Newspapers, Inc.
  * Magic T Music Publishing
  * Juliusair Company, LLC
  * Juliusair Company II, LLC
  * Distribution Systems of America, Inc.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TXP CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: TXP Corporation
           fka Jesse Livermore.com, Inc.
           fka Stock Market Solutions, Inc.
           dba iphotonics Corporation
           fka YTXP Corporation
           aka Texas Prototypes, Inc.
           dba iphotonics
        1299 Commerce Drive
        Richardson, TX 75081

Bankruptcy Case No.: 09-43659

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Lynda L. Lankford, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Ste. 1290
                  Fort Worth, TX 76102
                  Tel: (817) 878-2022
                  Fax: (817) 877-4151
                  Email: llankford@forsheyprostok.com

Total Assets: $3,640,000

Total Debts: $16,800,000

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

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


VIRGIN MOBILE: Registers $18,950,000 Shares Under Incentive Plan
----------------------------------------------------------------
Virgin Mobile USA Inc. filed with the Securities and Exchange
Commission a Form S-8 Registration Statement to register:

   -- 5,000,000 of Class A common stock to be issued to eligible
      directors, officers and employees of the Company under The
      Virgin Mobile USA, Inc. 2007 Omnibus Incentive Compensation
      Plan, as amended; and

   -- pursuant to Rule 416(a) under the Securities Act of 1933, an
      indeterminate amount of additional shares of Class A common
      stock that may be offered and issued to prevent dilution
      resulting from stock splits, stock distributions or similar
      transactions.

The proposed maximum aggregate offering price is $18,950,000.

                    About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- provides wireless, pay-
as-you-go communications services without annual contracts.  The
company was founded as Virgin Mobile USA, LLC, a joint venture
between Sprint Nextel and the Virgin Group, and launched its
service nationally in July 2002.  In October 2007, it completed
its initial public offering and a related reorganization.

At March 31, 2009, the Company had $323,814,000 in total assets
and $605,594,000 in total liabilities.


VISANT HOLDING: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and issue-level ratings on Armonk, New York-based
school affinity provider and niche printing company Visant Holding
Corp. to 'BB-' from 'B+' and removed the rating and all issue-
level ratings from CreditWatch, where they were placed with
positive implications on May 14, 2009.  The rating outlook is
stable.

At the same time, S&P raised the issue-level ratings on operating
subsidiary, Visant Corp.'s, senior secured credit facilities to
'BB+' (two notches higher than the 'BB-' corporate credit rating
on holding company parent Visant Holding Corp.) from 'BB'.  The
recovery rating remains unchanged at '1', indicating S&P's
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.

S&P raised the issue-level rating on Visant Corp.'s subordinated
debt to 'BB-' (at the same level as the 'BB-' corporate credit
rating) from 'B+', and revised the recovery rating to '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default, from '4'.

S&P raised the issue-level rating on Visant Holding Corp.'s senior
unsecured debt to 'B' (two notches lower than the 'BB-' corporate
credit rating) from 'B-'.  The recovery rating remains unchanged
at '6', indicating S&P's expectation of negligible (0% to 10%)
recovery for debtholders in the event of a payment default.

"The 'BB-' corporate credit rating reflects Visant's good credit
measures and our belief that a moderately less aggressive
financial policy will enable the company to sustain leverage--
fully adjusted for operating leases and postretirement
obligations--at less than 5x," said Standard & Poor's credit
analyst Michael Listner.  "Although S&P expects that economic
weakness will negatively affect some of Visant's business
segments, particularly the Marketing and Publishing Services
segment, the company's presence in the relatively stable yearbook
business and S&P's expectations regarding management's cost
reduction efforts will somewhat mitigate S&P's concerns regarding
S&P's expectation for a decline in consolidated revenue and EBITDA
for 2009."  For analytical purposes, Standard & Poor's views
Visant Holding Corp. and Visant Corp. (jointly referred to as
Visant) as a single economic entity.

The stable outlook on Visant reflects S&P's increased comfort with
the company's financial policy (the historically aggressive
nature, which had previously constrained the rating) and S&P's
expectation that the company will sustain consolidated leverage
(fully adjusted for operating leases and postretirement
obligations) of less than 5x over the intermediate term.  Although
S&P continue to expect that current economic conditions will
affect operating performance, particularly in the class ring and
direct marketing businesses, S&P expects that management's cost
reduction efforts will somewhat offset this trend and lead to
S&P's expectation for a low-single-digit decline in EBITDA for
2009.  Given Visant's cushion relative to the 5x leverage measure,
and the company's ability to generate excess cash to potentially
pay down debt, it is unlikely that S&P would lower the rating in
the near term.  S&P would become less comfortable with the current
rating, however, if it appears that EBITDA declines will exceed
S&P's current expectations and S&P believes that total adjusted
debt to EBITDA would exceed 5x for a sustained period of time.  A
revision of the outlook to positive is less likely at this time
and would require an expectation for a sustained, marked
improvement to credit measures, possibly as a result of management
moving toward a much more conservative financial policy.


WADE INVESTMENTS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wade Investments, LLC
        404 West Hand Avenue, Unit #200
        Wildwood, NJ 08260

Bankruptcy Case No.: 09-25865

Chapter 11 Petition Date: June 19, 2009

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

Judge: Gloria M. Burns

Debtor's Counsel: Andrew L. Unterlack, Esq.
                  Scott H. Marcus & Assoc.
                  121 Johnson Road
                  Turnersville, NJ 08012
                  Tel: (856) 227-0800
                  Fax: (856) 227-7939
                  Email: aunterlack@marcuslaw.net

Total Assets: $500,000

Total Debts: $2,664,402

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/njb09-25865.pdf

The petition was signed by Jon P. Paxton, managing member of the
Company.


WCI COMMUNITIES: Court Approves $14.6MM Sale of Regent Bal Harbour
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the immediate sale of The Regent Bal Harbour Hotel by
WCI Communities, Inc., to Elevation Communities, LLC, or its
nominee, El Com Hotel & Spa, LLC.  The Court also approved the
rejection of the existing management contract for the property.

The Purchaser has offered $14,600,000 for the property --
$12,000,000 of which will be allocated to the purchase of the lots
and personal property, and $2,600,000 of which will be allocated
to the purchase of units and furnishing packages.

In their motion, the Debtors said they received 17 written bids
from interested purchasers.  They considered Elevation's offer the
best and highest.

The Debtors cancelled the auction on the property.  The Debtors,
in consultation with the official committee of unsecured creditors
appointed in their cases, determined that no competing bidder
constituted a qualifying bidder and no auction was necessary.

As a result of the sale, Regent Hotels & Resorts ended its
management of The Regent Bal Harbour Hotel effective June 22,
2009.

The Regent Bal Harbour was ranked by Travel + Leisure magazine
among "15 hotels to watch" in the most recent "World's Best"
issue.  The brand is continuing to expand globally, including the
opening of eight new hotels over the next three years in locations
that span the world, from Puerto Rico to the Maldives.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.,
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  Thomas E. Lauria, Esq., Frank L.
Eaton, Esq., and Linda M. Leali, Esq., at White & Case LLP, in
Miami, Florida, represent the Debtors as counsel. Eric Michael
Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP,
represent the Debtors as Delaware counsel. Lazard Freres & Co.
LLC is the Debtors' financial advisor. Epiq Bankruptcy Solutions
LLC is the claims and notice agent for the Debtors.  The U.S.
Trustee for Region 3 appointed five creditors to serve on an
official committee of unsecured creditors. Daniel H. Golden, Esq.,
Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R.
Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, represent the committee in these cases.  When the
Debtors filed for protection from their creditors, they listed
total assets of $2,178,179,000 and total debts of $1,915,034,000.


WEDGE ENERGY: To File Financial Reports by Month's End
------------------------------------------------------
Wedge Energy International Inc. reports that it applied to the
Ontario Securities Commission for a management cease trade order
to be imposed against certain of the Company's executive officers
-- and at the discretion of the OSC, some or all of the persons
who have been directors, officers or insiders of the Company.  On
May 15, 2009, the OSC issued a management cease trade order
against the Chief Executive Officer and the Chief Financial
Officer of the Company.  The issuance of the management cease
trade order does not affect the ability of persons to trade in
their securities of the Company, other than the Chief Executive
Officer the Chief Financial Officer.  However, the OSC, in its
discretion, may determine at a later time that it would be
appropriate to issue a general issuer cease trade order affecting
all of the Company's securities if the Company fails to satisfy
the provisions of the Alternative Information Guidelines required
pursuant to National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults.

On April 30, 2009, Wedge said it was not able to file its audited
annual financial statements, management's discussion and analysis
and related certifications for the fiscal year ended December 31,
2008, within the prescribed time.  On May 27, 2009, Wedge said it
would delay the filing of its interim financial statements,
management's discussion and analysis and related certifications
for the three month period ended March 31, 2009, beyond the filing
deadline of May 31, 2009.

The Company is working with its auditors to complete the audit of
the Statements and expects to be in a position to file the
Statements with the OSC on or before June 30, 2009.  Until the
Statements are filed, the Company intends to satisfy the
Alternative Information Guidelines by issuing bi-weekly Default
Status Reports, each of which will be issued in the form of a
press release.  If the Statements are not filed beforehand, the
Company intends to issue its next Default Status Report on July 6,
2009.  Given the delay in completing and filing the Statements the
Company was unable to complete and file its interim financial
statements, management's discussion and analysis and related
certifications for the three month period ended March 31, 2009
prior to the filing deadline of May 31, 2009.  The Company now
expects that the filing of the interim results for the three month
period ended March 31, 2009, will now occur on or about July 15,
2009.

On the Net: http://www.wedgeenergy.com/


WHALEY PARTNERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Whaley Partners, a N.C. General Partnership
        296 Vine Swamp Road
        Kinston, NC 28504

Bankruptcy Case No.: 09-05121

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Gordon C. Woodruff, Esq.
                  Woodruff, Reece & Fortner
                  PO Box 708
                  Smithfield, NC 27577
                  Tel: (919) 934-4000
                  Fax: (919) 934-5884
                  Email: gwoodruff@wrflaw.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/nceb09-05121.pdf

The petition was signed by Wiliam L. Whaley, Jr., general partner
of the Company.


WILLIAM THIELE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William Richard Thiele
               Patricia Harris Thiele
               P.O. Box 1299
               Sevierville, TN 37764

Bankruptcy Case No.: 09-51682

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtors' Counsel: Edward J. Shultz, Esq.
                  Ayres & Parkey
                  P.O. Box 23380
                  Knoxville, TN 37933
                  Tel: (865) 637-1181
                  Email: eshultz@ayreslaw.com

Total Assets: $4,364,957

Total Debts: $6,450,631

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

           http://bankrupt.com/misc/tneb09-51682.pdf

The petition was signed by the Joint Debtors.


YOUNG BROADCASTING: Bid Deadline Extended to July 10
----------------------------------------------------
The bidding and auction in connection with the sale as a going
concern, of all or part of Young Broadcasting Inc. and its
affiliates' business have been extended, in accordance with this
schedule:

Deadline to conclude due diligence       July 9, 2009

Bid Deadline                             July 10, 2009, at
                                          4:00 p.m. (Eastern)

Auction, if necessary                    July 14, 2009, at
                                          10:00 a.m. (Eastern)

Deadline to object to approval of a
  Transaction with the Prevailing Bidder  July 14, 2009, at
                                          11:00 p.m. (Eastern)


Approval Hearing                         July 15, 2009, at
                                          10:00 a.m. (Easte\rn)

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV - Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO-TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV- Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No.: 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YPG HOLDINGS: S&P Assigns 'BB+' Rating on Subordinated Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB-'
debt rating to Montreal-based YPG Holdings Inc.'s proposed
C$260 million 7.3% senior unsecured medium-term notes due Feb. 2,
2015.  The notes are fully and unconditionally guaranteed by 100%-
owned operating subsidiaries Yellow Pages Group Co. and Trader
Corp. as well as by parent Yellow Pages Income Fund.  The notes
are being issued under the company's C$1 billion short-form base
shelf prospectus filed June 20, 2008.  Net proceeds will be used
for general corporate purposes, to repay indebtedness outstanding
under the company's commercial paper program and to repay
C$200 million under its term credit facility.

"The 'BBB-'corporate credit rating and stable outlook on YPG
reflect what S&P views as the company's solid business risk
profile, supported by its position as the leading publisher of
telephone directories in Canada and national provider of
classified advertising," said Standard & Poor's credit analyst
Madhav Hari.  "The rating also reflects YPG's track record of
sustaining healthy operating margins in the core directories
operations," Mr. Hari added.

These factors are partially offset by what S&P considers the
company's aggressive financial risk profile characterized by high
debt leverage and weak cash flow protection measures.

YPG is indirectly 98%-owned by YPIF, and represents YPIF's sole
asset.  YPG is a holding company that conducts its business
exclusively through its 100%-owned operating subsidiaries: Yellow
Pages Group Co., Canada's largest directories publisher, with more
than 340 directories and a circulation of about 30 million; and
Trader Corp., which comprises a national platform in the
classified advertising business, with more 160 publications and 20
Web sites.  In 2008, YPG generated C$1.7 billion in revenue and
EBITDA of C$933 million.

                          Ratings List

                        YPG Holdings Inc.

         Corporate credit rating            BBB-/Stable/--
         Preferred stock                    P-3
         Senior unsecured debt              BBB-
         Subordinated  debt                 BB+

                         Rating Assigned

                        YPG Holdings Inc.

         C$260 million senior unsecured notes       BBB-


* 151 Sidley Lawyers Recognized in Chambers USA
-----------------------------------------------
Chambers USA: America's Leading Lawyers for Business has named 151
lawyers from Sidley Austin LLP as leaders in their field in their
2009 guide.  In addition to lawyer rankings, the Chambers guide
ranks practices on a national and regional basis.  Seventy-three
practice areas in Sidley's U.S. offices were recognized, with 18
receiving number one rankings. Sidley also received 170 lawyer
rankings for 151 recognized lawyers, including 35 number one
rankings and six "Up and Coming" rankings in a broad range of
practice areas.  Carter G. Phillips, managing partner of Sidley's
Washington D.C. office, received a "Star" ranking in Appellate Law
(National), Chambers and Partners' designation for their highest
level of rankings.  Additionally, Thomas C. Green, a partner in
Sidley's Washington, D.C. office, was recognized as the top lawyer
in the area of white collar crime and government investigations at
The Chambers Awards for Excellence 2009.

The 18 number one ranked practice areas are:

     * National (8) -- Capital Markets: Securitization; Capital
       Markets: Structured Products; Environment; Financial
       Services Regulation: Consumer Financial Services
       Regulation; Insurance: Regulation; International Trade;
       Investment Funds: Hedge Funds; Transportation: Rail (for
       Railroads).

     * District of Columbia (1) -- Environment.

     * Illinois (9) -- Antitrust; Banking & Finance; Corporate/M&A
       & Private Equity; Environment; Insurance: Transactional &
       Regulatory; Intellectual Property; Labor & Employment:
       Benefits & Compensation; Media & Entertainment: Litigation;
       Real Estate.

Thirty-two Sidley lawyers achieved 35 individual number one
rankings for their work in specific practice areas.  Lawyers who
received number one rankings in the National category include:
Norman Slonaker for Capital Markets: Debt & Equity; Thomas W.
Albrecht and Renwick Martin for Capital Markets: Securitization;
Renwick Martin and Robert J. Robinson for Capital Markets:
Structured Products; Jeff S. Liebmann for Insurance: Regulation;
Daniel M. Price and Andrew W. Shoyer for International Trade:
Trade Remedies & Trade Policy; William D. Kerr, David R. Sawyier
and Michael J. Schmidtberger for Investment Funds: Hedge Funds;
Thomas C. Green for Litigation: Trial Lawyers; Alan Charles Raul
for Privacy & Data Security; and G. Paul Moates for
Transportation: Rail (for Railroads).

In Illinois, these lawyers received number one rankings: Charles
W. Douglas for Antitrust; James Clark for Banking & Finance;
Lawrence Nyhan for Bankruptcy/Restructuring; David Carpenter for
Communications; Thomas A. Cole and Frederick C. Lowinger for
Corporate/M&A Richard W. Astle for Energy & Natural Resources:
Transactional; Robert Olian for Environmental: Litigation; William
M. Sneed and James R. Stinson for Insurance: Reinsurance
Litigation; Michael P. Goldman and Kenneth R. Wylie for Insurance:
Transactional & Regulatory; David T. Pritikin for Intellectual
Property; Priscilla E. Ryan for Labor & Employment: Benefits &
Compensation; Richard O'Brien for Media & Entertainment:
Litigation; and Lee M. Smolen for Real Estate.

In the District of Columbia, these lawyers all received number one
rankings: Eugene R. Elrod for Energy: Oil & Gas; David Buente for
Environment; and Thomas C. Green for Litigation: White Collar
Crime & Government Investigations.

In New York, Jeff S. Liebmann received a number one ranking in the
Insurance: Transactional & Regulatory category.

Paul Walker of the Los Angeles office received a number one
ranking in Real Estate in California.

The six lawyers who received "Up and Coming" rankings are: Melanie
S. Murakami for Banking & Finance (California); Timothy K. Webster
for Environment (District of Columbia); Amanda Todd for Insurance:
Transactional & Regulatory (Illinois); Michael Madigan for
Insurance: Transactional & Regulatory (New York); John T. Schaff
for Tax (Illinois); and Paul A. Hemmersbaugh for Transportation:
Rail (for Railroads) (National).

A firm profile and complete rankings for Sidley are available on
the Chambers and Partners Web site at:

                http://www.chambersandpartners.com

In the 2008 guide, 138 Sidley lawyers were recognized.

The U.K.-based international publisher Chambers and Partners based
its report on in-depth interviews with leading private practice
lawyers and key in-house counsel.  A team of over 50 full-time
researchers conducted the survey with law firms and lawyers chosen
on merit only.

Sidley Austin LLP is one of the world's largest full-service law
firms, with approximately 1800 lawyers practicing in 16 U.S. and
international cities, including Beijing, Brussels, Frankfurt,
Geneva, Hong Kong, London, Shanghai, Singapore, Sydney and Tokyo.
Every year since 2003, Sidley has been named to Legal Business'
Global Elite, its designation for the 18 firms "that define the
pinnacle of the legal profession."  BTI, a Boston-based consulting
and research firm, has named Sidley to their Client Service Hall
of Fame as one of only two law firms to rank in the Client Service
Top 10 for seven years in a row, and to the BTI Power Elite as one
of only seven law firms demonstrating the best client
relationships for the fourth consecutive year.


* Tom Behnke Joins Alvarez & Marsal as Senior Director
------------------------------------------------------
Tom Behnke has joined Alvarez & Marsal as a senior director in the
Claims Management Services Group.  He is based in Houston.

An expert in assisting debtors in all phases of bankruptcy case
administration and claims management for more than 20 years, Mr.
Behnke has worked on a number of high profile and complex
restructuring engagements, including Dow Corning Corporation,
Delphi Corporation, Enron Corp and Circuit City.  Mr. Behnke also
brings substantial financial consulting and litigation support
experience which strengthens his ability to assist debtors in
resolving complex issues that arise in restructurings.  His
expertise spans various industries including automotive, retail,
manufacturing, oil and gas, real estate, healthcare, and financial
services.

"With a comprehensive combination of restructuring and claims
management experience that includes working on some of the largest
and most complex restructuring engagements of recent record and
high profile debtor and creditor consulting work, Tom is a perfect
addition to the growing claims management services team both in
Houston and nationally," said Julie Hertzberg, a managing director
and head of A&M's Claims Management Services Group.

Prior to joining A&M, Mr. Behnke was a managing director with the
corporate finance practice of FTI Consulting.  Before FTI, he was
a director with the restructuring practice of
PricewaterhouseCoopers.  He also worked as a financial analyst
with Abbott Laboratories.  Mr. Behnke began his career as an
auditor with Arthur Andersen.

Mr. Behnke earned a bachelor's degree in accounting from Northern
Illinois University.  He is a Certified Public Accountant (CPA)
licensed with the Texas State Board of Public Accountancy and a
member of the American Bankruptcy Institute (ABI).

                     About Alvarez & Marsal

For 25 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com
-- a global professional services firm, has set the standard for
working with organizations to solve complex problems, improve
performance, drive critical change and maximize value for
stakeholders.  The firm draws on a deep operational heritage and
hands-on approach to deliver comprehensive performance
improvement, turnaround management, business advisory and interim
management services.  Its clients range from global enterprises to
middle market companies that are both publicly held or privately
owned, as well as large and mid-cap private equity firms,
corporate management and boards of directors.  A&M applies its
capabilities across industry sectors, with dedicated industry
expertise in financial services, healthcare, real estate and the
public sector and offices around the world.

A founder of the modern day restructuring industry, Alvarez &
Marsal has been honored numerous times by the Turnaround
Management Association and has been recognized as one of the top
ten best firms to work for by Consulting Magazine.


* Automobile Dealers, Nursing Homes, Hotels Prone to Bankruptcy
---------------------------------------------------------------
Sageworks Inc. issued a report this week identifying 10 types of
private businesses most likely to file bankruptcy in the coming
months.

                  10 Bankruptcy-Prone Industries

                                      Debt/Equity   Net Profit
Industry                                    Ratio     % Change
--------                                    -----     --------
Automobile Dealers                          4.45      -19.38%
Other Motor Vehicle Dealers                 4.42      -10.75%
Nursing Care Facilities                     4.11       -1.37%
Hotels & Traveler Accommodations            3.94        6.61%
Sporting Goods & Hobby Stores               3.91        1.67%
Land Development & Subdivision Companies    3.85      -41.63%
Investigation & Security Services           3.48       -4.27%
Residential Building Companies              3.45      -20.87%
Motor Vehicle Parts Manufacturers           3.45      -15.97%
Printing Companies                          3.02      -12.95%


* Year-Ended-May 2009 Consumer Price Index Decline Most in 60 Yrs
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg, the consumer price index
fell 1.3 percent for the year ended in May, the largest decline in
almost 60 years.

The report relates that consumer prices rose 0.1% in May after
coming in flat the month before. Excluding food and fuel, the
index at the end of May was 1.8 percent higher than the year
before.

Real gross domestic product -- the output of goods and services
produced by labor and property located in the United States --
decreased at an annual rate of 5.7% in the first quarter of 2009,
according to preliminary estimates released by the Bureau of
Economic Analysis on May 29.  In the fourth quarter, real GDP
decreased 6.3%.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                            Total
                                           Share-    Total
                                 Total    Holders  Working
                                 Assets    Equity  Capital
Company               Ticker      ($MM)     ($MM)    ($MM)
-------               ------    ------   -------  -------
ABSOLUTE SOFTWRE       ABT CN       107        (7)      24
AFC ENTERPRISES       AFCE US       131       (33)       2
AMER AXLE & MFG        AXL US      2072      (452)      64
AMR CORP               AMR US     24518    (3,108)  (3,545)
ARBITRON INC           ARB US       189        (3)     (22)
ARRAY BIOPHARMA       ARRY US       108       (54)      31
ARVINMERITOR INC       ARM US      2873      (719)     278
AUTOZONE INC           AZO US      5296       (45)    (527)
AVATAR HOLDINGS       AVTR US       585         0     N.A.
BLOUNT INTL            BLT US       499       (43)     175
BOARDWALK REAL E     BEI-U CN      2318        (5)    N.A.
BOARDWALK REAL E     BOWFF US      2318        (5)    N.A.
BOEING CO               BA US     55339      (509)  (2,160)
BOEING CO              BAB BB     55339      (509)  (2,160)
BOEING CO-CED           BA AR     55339      (509)  (2,160)
BRIGHAM EXPLOR        BEXP US       365         2       17
BURCON NUTRASCIE        BU CN         4         3        2
CABLEVISION SYS        CVC US      9551    (5,349)    (367)
CENTENNIAL COMM       CYCL US      1413      (992)     148
CENVEO INC             CVO US      1501      (221)     163
CHENIERE ENERGY        CQP US      1975      (408)      79
CHOICE HOTELS          CHH US       333      (146)     (10)
CLOROX CO              CLX US      4464      (309)    (866)
DELTEK INC            PROJ US       191       (48)      42
DISH NETWORK-A        DISH US      7063    (1,666)    (422)
DOMINO'S PIZZA         DPZ US       473    (1,396)      99
DUN & BRADSTREET       DNB US      1614      (785)    (176)
EMBARQ CORP             EQ US      8050      (527)    (163)
ENERGY COMPOSITE      ENCC US         0         0        0
EPICEPT CORP          EPCT SS        12        (5)      (2)
EXELIXIS INC          EXEL US       355       (88)      53
EXTENDICARE REAL     EXE-U CN      1833       (51)      98
FORD MOTOR CO            F US    207270   (16,476)  12,631
FORD MOTOR CO            F BB    207270   (16,476)  12,631
FX ENERGY INC         FXEN US        38         7        7
GARTNER INC             IT US       948         4     (223)
GENTEK INC            GETI US       430        (8)     102
GLG PARTNERS INC       GLG US       345      (382)     101
GLG PARTNERS-UTS     GLG/U US       345      (382)     101
GOLD RESOURCE CO      GORO US         9         9        7
HALOZYME THERAPE      HALO US        68         3       52
HEALTHSOUTH CORP       HLS US      1921      (656)     (53)
HOLLY ENERGY PAR       HEP US       469         0       (6)
IDENIX PHARM          IDIX US        96         9       50
IMAX CORP              IMX CN       226       (98)      19
IMAX CORP             IMAX US       226       (98)      19
IMS HEALTH INC          RX US      2026         4      328
INCYTE CORP           INCY US       189      (256)     123
INTERMUNE INC         ITMN US       193       (82)     121
IPCS INC              IPCS US       545       (41)      62
JOHN BEAN TECH         JBT US       559        (6)      78
JUST ENERGY INCO      JE-U CN       535      (692)    (358)
KNOLOGY INC           KNOL US       635       (52)      25
LINEAR TECH CORP      LLTC US      1491      (288)     995
LIONS GATE             LGF US      1667        (8)    (819)
MAP PHARMACEUTIC      MAPP US        78         4       32
MAXLIFE FUND COR      MXFD US         0         0        0
MEAD JOHNSON-A         MJN US      1707      (897)     380
MEDIACOM COMM-A       MCCC US      3700      (463)    (281)
MEDIVATION INC        MDVN US       211         0      128
MESABI TRUST           MSB US         7         0        0
MODAVOX INC           MDVX US         6         4        0
MOLECULAR INSIGH      MIPI US       107       (62)      86
MOODY'S CORP           MCO US      1802      (919)    (482)
NATIONAL CINEMED      NCMI US       604      (514)      89
NAVISTAR INTL          NAV US      9656    (1,447)   1,784
NPS PHARM INC         NPSP US       200      (225)      87
NYMOX PHARMACEUT      NYMX US         0        (1)       0
OCH-ZIFF CAPIT-A       OZM US      1821      (177)    N.A.
OVERSTOCK.COM         OSTK US       136        (4)      33
PALM INC              PALM US       656       (84)      30
PDL BIOPHARMA IN      PDLI US       219      (422)      79
PERMIAN BASIN          PBT US        10         0        9
PETROALGAE INC        PALG US         5       (23)      (7)
PML INC               PMLN US         6         2        0
POTLATCH CORP          PCH US       917         0     N.A.
QWEST COMMUNICAT         Q US     19711    (1,164)    (344)
RASER TECHNOLOGI        RZ US       184         7      (58)
REGAL ENTERTAI-A       RGC US      2563      (246)     (78)
RENAISSANCE LEA       RLRN US        52        (3)     (11)
REVLON INC-A           REV US       784    (1,095)     103
SALLY BEAUTY HOL       SBH US      1433      (702)     389
SANDRIDGE ENERGY        SD US      2670      (114)     118
SEMGROUP ENERGY       SGLP US       349      (124)      23
SIGA TECH INC         SIGA US         7        (6)      (3)
SOLARWINDS INC         SWI US        91       (40)      23
SONIC CORP            SONC US       821       (43)      26
STANDARD PARKING      STAN US       231         0      (15)
STEREOTAXIS INC       STXS US        53        (4)       3
SUCCESSFACTORS I      SFSF US       162        (7)       0
SUN COMMUNITIES        SUI US      1197       (68)    N.A.
TALBOTS INC            TLB US       999      (184)     (28)
TAUBMAN CENTERS        TCO US      2922      (276)    N.A.
TENNECO INC            TEN US      2742      (304)     272
THERAVANCE            THRX US       214      (144)     152
UAL CORP              UAUA US     19100    (2,655)  (2,348)
UNITED RENTALS         URI US      3976       (56)     266
UNIVERSAL ENERGY       UEG CN       417         2      (17)
VECTOR GROUP LTD       VGR US       683         5       44
VENOCO INC              VQ US       683         5       44
VERIFONE HOLDING       PAY IT       730      (107)      33
VERIFONE HOLDING       PAY US       843       (14)     299
VERIFONE HOLDING       VF2 GR       843       (14)     299
VIRGIN MOBILE-A         VM US       843       (14)     299
WALTER INVESTMEN       WAC US       323      (281)    (141)
WARNER MUSIC GRO       WMG US        12       (44)    N.A.
WEIGHT WATCHERS        WTW US      4256      (110)    (394)
WR GRACE & CO          GRA US      1087      (848)    (313)
ZYMOGENETICS INC      ZGEN US      3726      (374)     892



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***