TCR_Public/090624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 24, 2009, Vol. 13, No. 173

                            Headlines


ALEXANDER LAURENTE: Voluntary Chapter 11 Case Summary
ALLIANCE ONE: Moody's Affirms Corporate Family Rating at 'B2'
ARIZANT INC: S&P Withdraws 'BB-' Corporate Credit Rating
AVONDALE GATEWAY: Section 341(a) Meeting Scheduled for July 7
BALLY TOTAL: Disclosure Statement Hearing on July 15

BALLY TOTAL: Proposes to Seek Confirmation of Plan August 18
BALLY TOTAL: Financial Projections under New Ch. 11 Plan
BALLY TOTAL: Risks Relating to Equity Securities Under Plan
BALLY TOTAL: District Court Rejects Gaic's $10MM Recoupment Claim
BEARINGPOINT INC: Keane to Buy Portions of Public Services Biz

BOEGER LAND: Section 341(a) Meeting Set for July 17 in California
CARAVAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
CARBIZ INC: Obtains Loan from Wells Fargo to Facilitate Star Deal
CARLO ARPINO: Case Summary & 10 Largest Unsecured Creditors
CELL THERAPEUTICS: Pares Debt Load by $52MM After Exchange Offer

CHRYSLER LLC: Sold Defective Vehicles to Continue to Cause Woes
CLARIENT INC: Stockholders Accept Amendments to Incentive Plan
CLIFFS MORTGAGE: Meeting of Creditors Scheduled for July 7
CLOVERLEAF ENTERPRISES: Sees Sale Pact for Rosecroft This Week
CLOVERLEAF ENTERPRISES: Section 341(a) Meeting Slated for July 13

COMMERCIAL CAPITAL: D. Rose Replaces E. Weisberg on Committee
CONTECH LLC: Can Sell Shares in Contech Operating U.K. to Hicorp
CONTECH LLC: Court Approves Sale of Casting Assets to Revstone
CONTECH LLC: Court Extends Plan Filing Period Until July 9
CONTECH LLC: Wants to Sell North Carolina Assets to Greenseed

COOPERATIVE BANKSHARES: Halts Operations, Expects to File Ch. 11
CORONA DE TUCSON: Case Summary & 7 Largest Unsecured Creditors
COYOTES HOCKEY: Court Directs August Auction for Team
CRESCENT RESOURCES: Seeks to Hire Weil Gotshal as Attorneys
CRESCENT RESOURCES: Proposes Robinson Bradshaw as Special Counsel

DELPHI CORP: Court Approves July 17 Auction for Assets
DELPHI CORP: Court to Consider Plan Confirmation on July 23
DELPHI CORP: Court Sets July 15 as Admin. Claims Bar Date
DELPHI CORP: Court Grants Final OK to GM Liquidity Arrangements
DELPHI CORP: Inks 7th Amendment to JPMorgan Accommodation Pact

DEN-MARK CONSTRUCTION: Dist. Ct. Nixes Superpriority Borrowing
DENINE HAYDEN: Voluntary Chapter 11 Case Summary
DHP HOLDINGS: Sale of Heating Assets to World Marketing Approved
DHP HOLDINGS: Sale of Personal Property to L.B. White Approved
DHP HOLDINGS: Sells Inventory to Manufacturers' Products

DHP HOLDINGS: Plan Filing Period Extended to August 26
DRS BIERY & PAULETTE: Case Summary & 20 Largest Unsec. Creditors
EZRI NAMVAR: Ch 11 Trustee Seeks to Put Affiliates in Ch 7 Bankr.
EVERETT MARITIME: Files Schedules of Assets and Liabilities
FIRST REPUBLIC: Voluntary Chapter 11 Case Summary

FLEETWOOD ENTERPRISES: American Industrial Sole Bidder for Assets
FONTAINEBLEAU: Lienholders Want Chapter 11 Cases Moved to Nevada
FONTAINEBLEAU: Contractors Want Official Committee Formed
FONTAINEBLEAU: Seeks to Pay Critical Vendor Claims
FONTAINEBLEAU: Seeks Injunction Against Utility Providers

FRONTIER DRILLING: Moody's Upgrades Corp. Family Rating to 'Caa1'
GAINEY CORP: Files Disclosure Statement to Plan
GENARO MENDOZA: Meeting of Creditors Set for July 17 in California
GENERAL MOTORS: Sold Defective Vehicles to Continue to Cause Woes
GOLF CLUB AT BRIDGEWATER: Impasse on Loans Caused Filing

GREATER ATLANTIC: Inks Pact to Merge With MidAtlantic Bancorp
GREENHUNTER BIOFUELS: WestLB AG Waives Default Until November 15
HARTMAX CORP: Gets Six Expressions of Interest
HAWAIIAN TELCOM: Committee Members Permitted to Trade Claims
HEIDTMAN MINING: Seeks to Access DIP Facility From R & R

HEIDTMAN MINING: Wants to Hire Cox Smith as Bankruptcy Counsel
HEIDTMAN MINING: Proposes Chisenhall Nestrud as Local Counsel
HENDRICKS FURNITURE: Gets Interim Approval to Use $2MM BB&T Loan
HENDRICKS FURNITURE: Proposes Rayburn Cooper as Bankr. Counsel
HENRY DUNAY DESIGNS: Voluntary Chapter 11 Case Summary

HUNTSMAN CORP: Cuts $1.7BB Settlement With Banks on Failed Merger
IDEARC INC: Deregisters Unsold Shares Related to Employee Plans
ION MEDIA: U.S. Trustee Appoints 4 Members to Creditors Panel
IPCS INC: Moody's Affirms Corporate Family Rating at 'B3'
IRVINE SENSORS: Inks $2 Million Financing Facility With Summit

KB HOME: Moody's Downgrades Corporate Family Rating to 'B1'
LANDMARK FBO: Moody's Downgrades Corporate Family Rating to 'Caa2'
LAS VEGAS MONORAIL: Fitch Cuts Rating on Bonds to 'C'
LEVEL 3: Files Revised Financials to Reflect FSP APB 14-1
LEVEL 3: Unit Inks 20-Year Service Pact with Multinational Client

LEXICON UNITED: Reports $497,256 Total Deficit at March 31
MAGNACHIP SEMICONDUCTOR: Lenders Require Plan OK by Sept. 25
MAGNACHIP SEMICONDUCTOR: Proposes Pachulski Stang as Counsel
MAGNACHIP SEMICONDUCTOR: Wins Court Nod for Omni as Claims Agent
MANTUA LAND: Files for Chapter 11 Bankruptcy Protection

MARMION INDUSTRIES: Files Form 15 to Deregister Common Stock
MARY KALRA: Case Summary & 20 Largest Unsecured Creditors
MDRNA INC: Regains Full Compliance With NASDAQ Marketplace Rules
METROMEDIA STEAKHOUSES: To Change Name to Homestyle Dining
MOMENTIVE PERFORMANCE: S&P Raises Corp. Credit Rating to 'CCC-'

MORTGAGE LENDERS: All Servicing Pact Claims Subject to Recoupment
MSB ENERGY: U.S. Trustee Sets Meeting of Creditors for August 3
NAVISITE INC: Regains Compliance with NASDAQ Listing Requirements
NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B'
OXFORD INDUSTRIES: Moody's Assigns 'B1' Rating on $150 Mil. Notes

PACIFIC CAPITAL: Moody's Downgrades Issuer Rating to 'Ba1'
PALACIO HOLDINGS: Voluntary Chapter 11 Case Summary
PAPER INTERNATIONAL: Court Confirms Durango's Restructuring Plan
PENINSULA GAMING: Purchase Deal Won't Affect Moody's 'B1' Rating
PHOENIX ASSOCIATES: Meeting of Creditors Scheduled for July 17

PHOENIX ASSOCIATES: Seeks to Employ Claude Lightfoot as Counsel
PHOENIX ASSOCIATES: Seeks to Tap Thomas Schafer as Atty for Suits
PHOTRONICS INC: S&P Affirms 'B-' Rating; Outlook is Negative
POMARE LTD: TOC Transfers Outstanding Stock to Donald Kang
PREFERRED VOICE: March 31 Balance Sheet Upside-Down by $889,610

PROSPECT HOMES: U.S. Trustee Sets Meeting of Creditors for July 10
PROVIDENT ROYALTIES: Case Summary & 20 Largest Unsecured Creditors
QUEBECOR WORLD: Creditors Approve U.S. and Canadian Exit Plans
QUEBECOR WORLD: Ex-RR Donnelley CEO Angelson to Chair Board
RAP VENTURES: Files for Chapter 11 Bankruptcy Protection

RED ROOF INN: Defaults on $367 Million of Mortgage Debt
SAN ANTONIO: U.S. Trustee Sets Meeting of Creditors for July 7
SEA LAUNCH: Files for Chapter 11 Bankruptcy Protection
SEMANTRA INC.: Voluntary Chapter 11 Case Summary
SOUTH TEXAS OIL: Regains Compliance With Nasdaq Listing Rules

STATION CASINOS: Seeks to Extend Forbearance Pacts to July 17
SOLO CUP: Fitch Affirms Issuer Default Rating at 'B-'
STEEL DYNAMICS: Moody's Confirms 'Ba1' Corporate Family Rating
SUNG TAE KIM: Case Summary & 18 Largest Unsecured Creditors
SYLVIA MARTIN: Case Summary & Largest Unsecured Creditor

TRANSMERIDIAN EXPLORATION: U.S. Trustee Unable to Appoint Panel
TORREYPINES THERAPEUTICS: Seek Stockholder OK on Dissolution Plan
TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16
TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16
TRW AUTOMOTIVE: Moody's Holds 'Caa1' Probability of Default Rating

TV DAIRY: Gets Interim Approval to Use FDIC Cash Collateral
TV DAIRY: Proposes Weinman & Associates as Counsel
UAL CORP: Directors Reelected; Aims to Boost Liquidity
UAL CORP: Expects Revenues to Slide 18% in Second Quarter
UAL CORP: Objects to 4 Claims by Government Agencies

UAL CORP: EEOC Files Motion for Leave to File Amended Claim
UAL CORP: Places $10 Billion Order On Smaller Aircraft
UAL CORP: ALPA Seeks Delay of Approval on Immunity Alliance
VEYANCE TECHNOLOGIES: Moody's Junks Corp. Family Rating From 'B3'
WASHINGTON MUTUAL: Group Urges Shareholders to Act Promptly

WE DID OUR PART: Case Summary & 6 Largest Unsecured Creditors
WILLIAM WHALEY: Case Summary & 4 Largest Unsecured Creditors
WILLIS GROUP: S&P Assigns 'BB+' Rating on Subordinated Debt

* Former US Attorney for Rhode Islands Joins Burns & Levinson
* Partner Jorian Rose Joins Venable Expands NY Bankruptcy Practice
* US Legal 500 Recommends Berger Singerman

* Ford, Chevy Lead kbb.com Share of Market Interest
* Study Sees More Car Accidents by Post-Bankruptcy GM, Chrysler
* Turnaround Pros Says Lid on Credit Still Tight

* Upcoming Meetings, Conferences and Seminars

                            *********


ALEXANDER LAURENTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Alexander Quetua Laurente
        27 Moonlight Court
        South San Francisco, CA 94080

Bankruptcy Case No.: 09-31707

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: ken@1031focus.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 Mr. Laurente.


ALLIANCE ONE: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed all long-term and short-term
ratings of Alliance One International, Inc. including the
company's corporate family rating of B2 and Speculative Grade
Liquidity rating of SGL-3.  Moody's also assigned a Ba2 rating to
the company's proposed $305 million revolving credit facility; a
B2 rating to its proposed $600 million senior unsecured notes
offering; and a Caa1 rating to its proposed $100 million
subordinated convertible debt offering.  Moody's expects to
withdraw all existing debt ratings upon the successful completion
of the tender offer.  The outlook is stable.

The affirmation of the company's long-term ratings reflects
Moody's expectation that AOI's operating performance will not
deviate significantly from plan including modest leverage
reduction and sustained operating margin improvement.  The
company's intrinsic liquidity position remains adequate supported
by high cash balances and sufficient cash flow from operations to
cover the company's basic cash needs.

"While the near term prospects for the tobacco leaf market remain
healthy, AOI's ratings continue to reflect the prospect for
volatility in sales and earnings over time due to its heavy
commodity orientation, exposure to geopolitical and currency risk
and still relatively high leverage," says Janice Hofferber Moody's
Vice President and Senior Credit Officer.  "Nevertheless, the
extension of several key debt maturities, if completed, will
enhance the company's liquidity profile."

Ratings of AOI affirmed include these:

  -- Corporate family rating of B2

  -- Probability of default rating of B2

  -- $305 million senior secured revolving credit facility due
     2010 at Ba2 (LGD1, 5%)

  -- $150 million 8-1/2% senior unsecured notes due 2012 at B2
      (LGD4, 57%)

  -- $264 million 11% senior unsecured notes due 2012 at B2 (LGD4,
     57%)

  -- $84 million 12-3/4% senior subordinated notes due 2012 at
     Caa1 (LGD6, 95%)

  -- Speculative Grade Liquidity rating of SGL-3

Ratings of AOI assigned include these:

  -- $305 million senior secured revolving credit facility due
     September 2012 at Ba2 (LGD1, 5%)

  -- $600 million senior unsecured notes due June 2016 at B2
     (LGD4, 57%)

  -- $100 million subordinated convertible debt due June 2013 at
     Caa1 (LGD6, 95%)

  -- Outlook is stable

Alliance One International, Inc., and Intabex Netherlands, B.V.,
are co-borrowers under the senior secured revolving credit
facility.

The last rating action regarding AOI was on February 20, 2009,
when Moody's upgraded the company's speculative grade liquidity
rating to SGL-3 from SGL-4 and affirmed the company's long-term B2
corporate family rating with a stable outlook.

Headquartered in Morrisville, North Carolina, Alliance One
International, Inc., is one of the world's leading tobacco
merchants and processors.  Its principal products include flue-
cured, burley and oriental tobaccos, which are major ingredient in
American -- blend cigarettes.  Total revenues for the last twelve
months ending March 2009 were approximately $2.3 billion.


ARIZANT INC: S&P Withdraws 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
corporate credit rating on Arizant at the company's request.

                           Ratings List

                           Arizant Inc.

                        Ratings Withdrawn

                To                From
                --                ----
                NR                BB-/Stable/--


AVONDALE GATEWAY: Section 341(a) Meeting Scheduled for July 7
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Avondale Gateway Center Entitlement, LLC's Chapter 11 case on
July 7, 2009, at 2:00 p.m.  The meeting will be held at the U.S.
Trustee Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix,
Arizona.

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

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

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.


BALLY TOTAL: Disclosure Statement Hearing on July 15
----------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates maintain that
the Disclosure Statement accompanying their Joint Plan of
Reorganization dated June 10, 2009, contains ample and adequate
information to allow parties-in-interest to make informed
judgments to vote on the Plan.

Specifically, the Disclosure Statement sets forth:

  (i) the history of the Debtors, their businesses, and the
      significant developments in the Chapter 11 Cases;

(ii) information concerning the Plan and alternatives;

(iii) information for holders of Claims and Equity Interests
      regarding treatment of their Claims and Equity Interests
      under the Plan;

(iv) information to assist the holders of Claims or Equity
      Interests that are impaired under the Plan in making an
      informed judgment regarding whether they should vote to
      accept or reject the Plan; and

  (v) information to assist the Court in determining whether the
      Plan complies with the Bankruptcy Code.

Accordingly, the Disclosure Statement should be approved as
containing adequate information within the meaning of Section 1125
of the Bankruptcy Code, the Debtors aver.

A hearing to consider approval of the Disclosure Statement will be
held on July 15, 2009, at 10:00 a.m.  Objections, if any, must be
filed on July 6.

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

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

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

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

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Proposes to Seek Confirmation of Plan August 18
------------------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
uniform solicitation and tabulation procedures to facilitate an
efficient and expeditious solicitation process in connection with
their Chapter 11 Plan of Reorganization.

Specifically, the Debtors will mail "Solicitation Packages" to all
known holders of claims and interests in the Voting Classes.

The Package consists of:

  -- a Confirmation Hearing Notice of (i) the Court's approval
     of the Disclosure Statement, (ii) the deadline for voting
     on the Plan, (iii) the Confirmation Hearing date, and (iv)
     the deadline for filing objections to the confirmation of
     the Plan;

  -- the Plan, either by paper copy or in PDF format on a CDROM;

  -- the Disclosure Statement either by paper copy or in PDF
     format on a CDROM;

  -- the appropriate Ballot with a return envelope; and

  -- other materials as the Court may direct.

Upon approval of the Disclosure Statement, the Debtors propose to
mail the Solicitation Package to the Voting Classes, including the
registered holders of the Debtors' debt securities as of the
Record Date, as well as the holders of the Debtors' equity
interests in Class 12.

Requiring them to serve the Solicitation Package on all holders of
claims and equity interests in the Non-Voting Classes would impose
a substantial economic and resource burden on the estates, as the
Solicitation Package is estimated to consist of several hundred
printed pages, the Debtors point out.  Accordingly, the Debtors
propose to send the Non-Voting Classes a notice of non-voting
status, which (i) identifies the treatment of the classes
designated, (ii) sets forth the manner in which a copy of the Plan
and Disclosure Statement may be obtained, and (iii) provides
notice of the Confirmation Hearing and the Confirmation Objection
Deadline.

The Debtors ask Judge Burton Lifland to establish August 7, 2009,
as the Voting Deadline.

                      Voting Record Date

Rules 3017(d) and 3018(a) of the Federal Rules of Bankruptcy
Procedure provide that the Record Date is typically the date that
the Court approves the Disclosure Statement.  The record holders
of the Debtors' securities, however, generally require advance
notice to enable them to assemble ownership lists of their
Securities to compile an accurate list of holders, which often
cannot be prepared retroactively.

Therefore, to permit solicitation of the Plan to begin promptly
after approval of the Solicitation Procedures, the Debtors propose
that the Court establish July 15, 2009, as the record date.

The Disclosure Statement Hearing is also scheduled for July 15,
2009.

                      Form of Ballots

The ballots, which substantially conform to Official Form No. 14
but modified to address the terms of the Plan and the Classes of
Claims, will be distributed to holders of claims in Classes 3, 4,
5, 6, 7, 8, 9 and 10.

Specifically, the Debtors propose that Class 7 Master Ballots will
be distributed to the Master Ballot Agent for Senior Note Claims
under Class 7, while Class 7 Beneficial Holder Ballots will be
submitted to the Master Ballot Agent to the Beneficial
Owners of Senior Note Claims in the same Class.

Similarly, Class 10 Master Ballots will be distributed to the
Master Ballot Agent for Subordinated Note Claims in Class 10,
while Class 10 Beneficial Holder Ballot will be submitted to the
Master Ballot Agent to the Beneficial Owners of Subordinated Note
Claims.

In order to determine the record holders of claims in Classes 3,
5, and 6, the Debtors will request a list of holders, outstanding
amounts and contact information from these administrative agents
as of the Record Date:

  Voting Class              Administrative Agent
  ------------              --------------------
    Class 3                 Wells Fargo Foothill, LLC
    Class 5                 Morgan Stanley Senior Funding, Inc.
    Class 6                 Morgan Stanley Senior Funding, Inc.

All Ballots and Master Ballots will be distributed together with
return envelopes addressed to the ballot tabulation center at:

     Bally Total Fitness Corporation Ballot Processing
     c/o Kurtzman Carson Consultants
     2335 Alaska Avenue
     El Segundo, CA 90245

The Debtors ask the Court to establish August 7, 2009, as the
deadline by which all Ballots and Master Ballots must actually be
received by the KCC.

                  Convenience Class Election

Under the Plan, all General Unsecured Claims in Class 8 that are
equal to or less than $200,000 will be reclassified as a
Convenience Claim in Class 9 and receive 1.06% of their Claim in
Cash rather than receive a distribution of New Bally Common Stock.
Holders of a General Unsecured Claim in Class 8 in an amount
greater than $200,000 may elect to reduce their Claim to $200,000
and have the Claim reclassified as a Convenience Claim.  The Claim
will then be reclassified as a Convenience Claim in Class 9 and
holders will receive cash equal to 1.06% of $200,000 upon
allowance of the Claim.

To make the Convenience Class Election, claimholders must fill in
the Class 8 Ballot which is included in the enclosed voting
materials.   A Ballot that does not accept the Convenience Class
Election will be deemed an election to reject the Convenience
Class Election.

                    Tabulation Procedures

Regarding general ballots, the Debtors propose, among other
things, that:

  (1) The amount of the claim used to tabulate acceptance or
      rejection of the Plan will be:

      * the claim amount listed in the Debtors' schedule of
        liabilities, provided that (i) the claim is not
        scheduled as contingent, unliquidated, undetermined or
        disputed, and (ii) no proof of claim has been timely
        filed by the holder of the claim;

      * the non-contingent and liquidated amount specified in a
        claim timely filed, to the extent the claim is not
        disputed under the Plan; or

      * the claim amount temporarily allowed by the Court
        for voting purposes pursuant to Rule 3018(a) of the
        Federal Rules of Bankruptcy Procedure, provided that the
        request to temporarily allow or estimate a claim must be
        filed no later than July 27, 2009, with hearing to be
        held on August 5, 2009.

  (2) With respect to ballots cast by alleged creditors whose
      claims (i) are not listed on a Debtors' Schedules, or (ii)
      are listed as disputed, contingent and unliquidated, will
      be counted as votes in determining whether the numerosity
      requirement of Section 1126(c) of the Bankruptcy Code has
      been met, but will not be counted in determining whether
      the aggregate claim amount requirement has been met.

  (3) For purposes of the numerosity requirement of Section
      1126(c), separate claims on account of the same liability
      held by a single creditor in a particular class will be
      aggregated as if the creditor held one claim against the
      Debtors in the Class.  The votes related to the Claims
      will be treated as a single vote to accept or reject the
      Plan.

  (4) The Plan proposes the consolidation of the Debtors'
      estates for purposes of the Plan and distributions.
      Accordingly, creditors who filed claims against multiple
      Debtors on account of the same liability will be permitted
      to submit a single Ballot on account of a single claim
      against the consolidated estate.

  (5) Ballots that fail to indicate an acceptance or rejection
      of the Plan or, other than a Master Ballot, indicate both
      acceptance and rejection of the Plan, but which are
      otherwise properly executed and received prior to the
      Voting Deadline, will be counted as a vote to accept the
      Plan in the full amount of the relevant claims.

  (6) Only Ballots that are timely received with signatures will
      be counted.  Unsigned ballots will not be counted.

  (7) Ballots postmarked prior to the Voting Deadline, but
      received by KCC after the Voting Deadline, will not be
      counted.

  (8) Ballots that are illegible, or contain insufficient
      information to permit the identification of the creditor,
      will not be counted.

  (9) A Ballot may be withdrawn by delivering a written notice
      of withdrawal that it is actually received by KCC prior to
      the Voting Deadline.  In order to be valid, a notice of
      withdrawal must (x) specify the name of the creditor who
      submitted the Ballot to be withdrawn, (y) contain a
      description of the Claim to which it relates and (z) be
      signed by the creditor.  After the Voting Deadline, the
      withdrawal may be effected only with the approval of the
      Court.  The Debtors reserve the right to contest the
      validity of any withdrawals of votes on the Plan.

(10) In the case where more than one timely, properly completed
      Ballot is received with respect to the same Claim prior to
      the Voting Deadline, the Ballot that will be counted will
      be the timely, properly completed Ballot that KCC
      determines was the last to be received.

(11) The holder of a transferred Claim is entitled to cast a
      Ballot on account of the transferred Claim only if (i)
      all actions necessary to effect the transfer of the Claim
      pursuant to Rule 3001(e) of the Federal Rules of
      Bankruptcy Procedure have been completed, or (ii) the
      transferee files by July 15, 2009, documentation to
      evidence the transfer.  Where a portion of a single Claim
      has been transferred, all holders of any portion of the
      single Claim will be treated as a single creditor and
      required to vote every portion of the Claim collectively
      to accept or reject the Plan.

      In the event that a group of Ballots received from the
      various holders of multiple portions of a single Claim
      partially rejects and partially accepts the Plan, the
      Ballots will be counted as a vote to accept the Plan in
      the full amount of the relevant claims.

(12) Each creditor will be deemed to have voted the full
      amount of its Claim.

(13) Unless otherwise ordered by the Court, questions as to the
      validity, form, eligibility, acceptance and revocation or
      withdrawal of Ballots will be determined by KCC and the
      Debtors, which determination will be final and binding.

                 Confirmation Hearing Notice

The Debtors ask the Court to set August 7, 2009, at 4:00 p.m.,
prevailing Eastern Time, as the deadline for filing of objections
to confirmation to the Plan.

The Debtors maintain that the Confirmation Objection Deadline will
provide them with ample time to reply and attempt to consensually
resolve any objections to the Plan before the proposed
Confirmation Hearing date on August 18, 2009.

The Debtors also propose to publish notice of, among other things,
the Confirmation Hearing, the Confirmation Objection Deadline and
the Voting Deadline on or around July 20, 2009, or not less than
25 days before the Confirmation Hearing, in the national edition
of USA Today and the classified section of Chicago Tribune.

The Debtors will publish the Confirmation Hearing Notice at
http://kccllcc.net/bally

                    Plan Confirmation Timeline

The Debtors also ask the Court to approve these deadlines:

     July 20, 2009         Deadline for Publication of the
                           Confirmation Hearing Notice

     July 27, 2009         Deadline to file Claims Estimation
                           Motion

   August 13, 2009         Deadline for KCC to file the
                           Tabulation Affidavit

   August 14, 2009         Deadline for the Debtors' Reply to
                           Confirmation Objections

The Debtors seek Judge Lifland's authority to make non-substantive
changes to the Disclosure Statement, the Plan, Ballots, Master
Ballots, Confirmation Hearing Notice, the Notice of Non-Voting
Status and the Solicitation Procedures without further Court
order, including (i) filling in missing dates and other missing
information and (ii) corrections to typographical and grammatical
errors.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Financial Projections under New Ch. 11 Plan
--------------------------------------------------------
In line with their Joint Plan of Reorganization and accompanying
Disclosure Statement filed with the U.S. Bankruptcy Court for the
Southern District of New York on June 10, 2009, Bally Total
Fitness Holding Corporation and its 42 debtor-affiliates, are
required to determine that confirmation is not likely to be
followed by the liquidation or the need for further financial
reorganization.

Through the development of financial projections, the Debtors'
management analyzed their ability to meet their obligations under
the Plan and to maintain sufficient liquidity and capital
resources to conduct their business subsequent to their emergence
from the Chapter 11 cases.  The Financial Projections were also
prepared to assist holders of Allowed Claims entitled to vote on
the Plan in determining whether to accept or reject the Plan.

According to Bally's acting chief financial officer, William G.
Fanelli, the Financial Projections estimate the Debtors'
reorganization value, the fair value of their assets, and their
actual liabilities as of the effective date of the Plan.  The
Projections were prepared in February 2009, and based, in part, on
economic, competitive, and general business conditions prevailing
at that time, and based on the assumption that the Effective Date
of the Plan will occur on or about August 31, 2009.

The Financial Projections provide that all of the Debtors'
significant revenues arise from the commercial operation of 44
fitness centers in the United States as of February 28, 2009.  The
Debtors' three principal sources of revenue are (i) membership
services, (ii) sale of products, and (iii) other revenue sources,
including franchising revenue guest fees, and specialty fitness
programs.

The Financial Projections, Mr. Fanelli notes, cover the Fiscal
Years 2009, 2010 and 2011.  They provide, among other things, that
interest expense for the Exit Revolver Facility, the Exit Term
Loan Facility and the Swap Note are based on a forecasted London
Inter-Bank Offer Rate of 1.33% held constant from 2009 to 2011.

The Swap Note refers to a note with the same maturity date and
interest rate as the Exit Revolver Facility, with annual principal
payments to be made from excess cash flow, and secured on a pari
passu basis with the Exit Revolver Facility.

In the case where a minimum LIBOR rate is provided for in term
sheets provided by new lenders, the minimum LIBOR rate is
utilized.  The interest rate on all three Facilities is assumed to
be LIBOR plus 6.0%.

The Financial Projections are based on the assumption that the
Reorganized Debtors will not generate positive income during the
Financial Projection period.  Taxes paid during the projection
period represent estimates of state and local taxes.

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

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

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Risks Relating to Equity Securities Under Plan
-----------------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates' Joint Plan
of Reorganization and accompanying Disclosure Statement provides
that after the effective date of the Plan, the Prepetition Term
Loan Holders will beneficially own approximately 94% of
Reorganized Bally's outstanding New Bally Common Stock.

If these holders of New Bally Common Stock were to act as a group,
they would be in a position to control the outcome of all actions
requiring stockholder approval, including the election of
directors, without the approval of other stockholders, notes Bally
Total Fitness Holding Corporation's acting chief financial
officer, William G. Fanelli.

This concentration of ownership could also facilitate or hinder a
negotiated change of control of the Reorganized Debtors and
consequently, have an impact upon the value of the New Bally
Common Stock, Mr. Fanelli discloses.

He adds that one or more of the holders of a significant number of
shares of New Bally Common Stock may determine to sell all or a
large portion of their Shares in a short period of time, which may
adversely affect the market price of the New Bally Common Stock.

In addition, the New Bally Common Stock will be a new issue of
stock for which no trading market currently exists and will not
initially be listed on any securities exchange or over-the-
counter-market.  There can be no assurance that an active trading
market for the New Bally Common Stock will develop, he says.
Accordingly, no assurance can be given that a holder of New Bally
Common Stock will be able to sell the Securities in the future or
as to the price at which any sale may occur.

The New Bally Common Stock will be issued to prepetition creditors
of the Debtors, some of whom may prefer to liquidate their
investment rather than to hold it on a long-term basis, which may
create an initial imbalance in the market if and when one were to
develop, Mr. Fanelli relates.

Prior to the Petition Date, the Debtors were not required to
report financial information to the U.S. Securities and Exchange
Commission, and will not be required under the Plan.  Accordingly,
holders of New Bally Common Stock will not be entitled to receive
information concerning the results of operations and financial
condition of the Reorganized Debtors, which may make it difficult
for them to assess and evaluate their investment in the New Bally
Common Stock.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: District Court Rejects Gaic's $10MM Recoupment Claim
-----------------------------------------------------------------
Judge Shira Scheindlin of the U.S. District Court for the Southern
District of New York rejected the bid of Great American Insurance
Co., to recoup more than $10 million it advanced to Bally Total
Fitness Holding Corp. and its affiliates on account of their
directors' and officers' coverage in financial restatement
litigation, according to reports.

GAIC had filed a complaint for rescission, styled Great American
Insurance Company v. Bally Total Fitness Holding Corporation on
August 22, 2006.

Bally's D&O Policies consist of a tower of one primary and other
excess insurance policies -- GAIC being the primary insurer, and
RLI Insurance Company and Travelers Indemnity Company being the
excess insurers providing the second and third layers of insurance
coverage.

GAIC, as primary insurer, paid the Debtors a total of $10 million
to reimburse their D&Os for defense costs in various lawsuits and
certain governmental investigations.  GAIC sought a judgment
against Bally in the sum of more than $10 million advanced under
their agreement.

In 2007, Bally filed an answer to GAIC's complaint and a
counterclaim seeking a declaration that it was entitled to
insurance coverage.  Bally argued that, GAIC, along with RLI and
Travelers Indemnity refused to honor their contractual obligations
to reimburse the Debtors' additional $15 million in defense costs
incurred beyond the $10 million paid by GAIC.

Subsequently, Bally filed a third party complaint for
insurance coverage against its excess D&O insurers, including RLI
Insurance Company.  All of the Insurers filed counterclaims
against the Debtors and their former D&Os for rescission.


                     About Bally Total Fitness

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

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

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

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

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

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


BEARINGPOINT INC: Keane to Buy Portions of Public Services Biz
--------------------------------------------------------------
Keane, Inc., has entered into an asset purchase agreement with
BearingPoint, Inc., to purchase a portion of the BearingPoint
Public Services business in North America, which would include
BearingPoint's New York City practice.  Finalization of this
transaction is subject to customary closing conditions and
securing approval by the court overseeing BearingPoint's
bankruptcy restructuring.

"This addition to our Public Sector business completely aligns
with Keane's existing capabilities and the unique strength we have
in both our Federal and State and Local organizations," stated
Mani Subramanian, Chairman and CEO of Keane Inc.  "We are enthused
about the synergy of the New York City component and the City's
selection of us as a vendor on the new System Integration (SI)
contract.  The impressive people coming from BearingPoint will be
a strong compliment to our core offerings and completely align
with our deep onsite knowledge and hands-on approach to delivering
high value, meaningful and measureable results."

Mr. Subramanian continued by saying, "We are also excited about
the new clients this acquisition brings and pledge to them that we
will earn their respect and the continuation of these
relationships into the future."

"BearingPoint's New York City practice is well respected by the
clients in New York and has a reputation for doing really great
work," commented Brian Mandel, Executive Vice President of Keane's
Public Sector organization.  "As we continue to build out our
presence servicing State and Local governments, the acquisition of
this key practice allows us to accelerate our growth plans by
providing us the immediate ability to serve the great City of New
York with extraordinary people."

Pending approval and consummation of the transaction, Keane and
BearingPoint are working together to help ensure a seamless
transition for clients and employees, including the continuity of
existing engagement teams, to provide uninterrupted, world-class
IT services.  Subject to customary closing conditions, the sale is
expected to be finalized by the end of June.

                            About Keane

In business since 1965, Keane Inc. -- http://www.keane.com/--
based in Boston, Massachussetts, is a full-service IT services
firm with roughly 12,000 employees globally.

                      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.


BOEGER LAND: Section 341(a) Meeting Set for July 17 in California
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Boeger Land Investments LLC's Chapter 11 case on July 17, 2009,
at 3:30 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 777 Sonoma Ave. No. 116, Santa Rosa, California.

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.

Gridley, California-based Boeger Land Investments LLC filed for
Chapter 11 on June 8, 2009, (Bankr. N.D. Calif. Case No.: 09-
11706).  The Law Offices of Paul M. Jamond 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.


CARAVAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Caravan Technologies, Inc.
        3033 Bourke
        Detriot, MI 48238

Bankruptcy Case No.: 09-59541

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Richard F. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065
                  Email: lawfell@wowway.com

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/mieb09-59541.pdf


CARBIZ INC: Obtains Loan from Wells Fargo to Facilitate Star Deal
-----------------------------------------------------------------
Carbiz Inc. reports that, to effectuate the acquisition of the
assets of Star Financial Services, the Company entered into a new
credit facility with Wells Fargo Preferred Capital, Inc.

Moreover, in connection with entering into the credit facility,
the Company entered into an amendment to its senior credit
facility with Dealer Services Corporation.

                             Star Deal

Carbiz USA Inc., a subsidiary of Carbiz Inc., on June 15, 2009,
entered into an Asset Purchase Agreement with Star Financial
Services, The Brook Family Trust, which is the principal
shareholder of Star, and Malcolm S. Brook, who is the trustee of
the Trust.  Carbiz USA purchased substantially all of the assets
of Star, which consisted primarily of a portfolio of consumer
loans on used cars with an outstanding balance due of $9,738,862.

The consideration paid by Carbiz USA consisted of the assumption
of $8,153,665 in debt due from Star to Wells Fargo Preferred
Capital, Inc., and $2,067,534 in debt due from Star to certain of
its subordinated creditors, including $1,513,763 due to the Trust.

So long as Carbiz USA holds any of the Consumer Notes, it will be
entitled to review the collectability of the Consumer Notes on a
quarterly basis beginning with the quarter ending October 31,
2009, and determine whether, pursuant to its normal charge-off
policy, it should charge off in whole or in part any of the
Consumer Notes.  In the event that Carbiz USA charges off any
amount due under a Consumer Note or in the event that it sells one
or more of the Consumer Notes at a discount to the remaining
balance due under such Consumer Notes, then it will be entitled to
offset the amount of such charge-offs and discounts against any
amount owed to Brook under the terms of the subordinated note
delivered to him pursuant to the Asset Purchase Agreement, with
such offset being applied against the next payment or payments due
thereunder; provided however, that the charge-offs and discounts
shall not exceed $1,213,763 in the aggregate; and provided
further, that Brook will be entitled to a credit against any such
offset for (a) sales tax credits that Carbiz USA receives with
respect to the Star portfolio, and (b) amounts ultimately
recovered or received by Carbiz USA under Consumer Notes which
were previously charged off.

If Star, the Trust or Brook have any other indemnification
obligations to Carbiz USA under the Asset Purchase Agreement, then
Carbiz USA may elect to offset any such amount due to it from them
against any of the subordinated notes delivered to the former Star
subordinated creditors, provided, however, that Carbiz USA must
first offset against the subordinated note delivered to Brook
until there is no further amount due thereunder before it offsets
against any of the subordinated notes held by the other
subordinated creditors.

                         WF Loan Agreement

All of the Company's direct and indirect subsidiaries entered into
a Loan and Security Agreement, dated June 15, 2009, with Wells
Fargo Preferred Capital.  Wells Fargo committed to loan the
Borrowers up to (i) $15,000,000 through and including December 31,
2009, (ii) $17,000,000 commencing January 1, 2010 through and
including March 31, 2010 and (iii) $20,000,000 thereafter.  The
purpose of the credit facility is to finance receivables generated
by the Company from the sales of used vehicles.  The Borrowers may
borrow up to 55% of the outstanding amount due under eligible
receivables, as defined in the WF Loan Agreement, other than
receivables acquired from Star.  With respect to the receivables
acquired from Star, they may borrow up to 95% of the amount
outstanding under such receivables through the 60th day following
the date of the WF Loan Agreement and 90% thereafter.

The WF Loan Agreement is subject to certain borrowing limitations,
and includes certain financial and restrictive covenants,
including but not limited to covenants requiring the maintenance
of minimum EBITDA and debt to equity ratios. The credit facility
will terminate on June 30, 2011.

Loans will bear interest at an annual rate equal to the three-
month London Interbank Offered Rate plus 3.35%.

An unused line fee of 0.25% per annum is charged on the unused
portion of the credit facility on a monthly basis, and the Company
must pay Wells Fargo an administrative fee of $1,000 per month.

Amounts due to Wells Fargo under the WF Loan Agreement are secured
by a security interest in all of the personal property of the
Borrowers, and guaranteed by the Company under a Guaranty
Agreement.

The Borrowers initial draw under the WF Loan Agreement was
$10,303,665, $8,153,665 of which was used to pay the indebtedness
of Star to WF.

                 Amendment of DSC Credit Facility
                  and Issuance of Warrants to DSC

All of the Company's subsidiaries that are borrowers under the
Fourth Amended and Restated Loan and Security Agreement with DSC,
dated February 25, 2009, entered into an amendment to the DSC Loan
Agreement with DSC, which permits the Company's subsidiaries to
enter into the WF Loan Agreement and grant Wells Fargo a security
interest in their personal property.

To obtain the consent of DSC to the WF Loan Agreement, DSC
requested that the Company issue to DSC warrants to purchase an
additional 30,781,800 shares of Company common stock at a purchase
price of $0.08 per share at any time until June 15, 2014.  The
Company's board of directors approved such issuance, finding that
the WF Loan Agreement was necessary for the future growth of the
Company.  The issuance of the warrants and the underlying common
stock are exempt from registration under the Securities Act of
1933 by virtue of the private placement exemption provided in
Section 4(2) of such Act.

In connection with entering into the WF Loan Agreement, Wells
Fargo entered into an Inter-creditor Agreement with DSC and a
Subordination and Inter-creditor Agreement with Trafalgar Capital
Specialized Investment Fund, Luxembourg and the Star note holders.

                        About CarBiz Inc.

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

                       Going Concern Doubt

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


CARLO ARPINO: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carlo Arpino
        401 Highland Street
        Dedham, MA 02026

Bankruptcy Case No.: 09-15750

Chapter 11 Petition Date: June 22, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Michael S. Kalis, Esq.
                  632 High Street
                  Dedham, MA 02026
                  Tel: (781) 461-0030
                  Fax: (781) 461-4563
                  Email: mikalislaw@verizon.net

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

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

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

          http://bankrupt.com/misc/mab09-15750.pdf

The petition was signed by Mr. Arpino.


CELL THERAPEUTICS: Pares Debt Load by $52MM After Exchange Offer
----------------------------------------------------------------
Cell Therapeutics, Inc., unveiled the final results of its
separate concurrent fixed price exchange offers for any and all of
the approximately $118.9 million outstanding principal amount of
five series of its convertible notes.  The Exchange Offers expired
at 5:00 p.m., New York City time, on Tuesday, June 16, 2009.

In accordance with the terms and conditions of the Exchange
Offers, and based on the final count by U.S. Bank National
Association, the depositary for the Exchange Offers, the Company
has accepted for exchange approximately $52.9 million aggregate
principal amount of the Notes for the previously announced
exchange consideration of (i) $134.50 cash, and (ii) 458 shares of
common stock per $1,000 principal amount of Notes validly tendered
and not withdrawn in each Exchange Offer, for a total amount of
exchange consideration -- excluding interest, fees and other
expenses in connection with the Exchange Offers -- of
approximately $7.1 million cash and approximately 24.2 million
shares of common stock.

The $1.9 million reduction in the final aggregate principal amount
of Notes accepted for exchange compared to the preliminary
aggregate principal amount of Notes tendered for exchange
announced by the Company on June 17, 2009, is due to the
depositary's receipt of separate notices of guaranteed delivery
from two different brokers for the same Notes.

As a result of the transaction, the Company will eliminate
$52.9 million of debt, reduce its annual interest expense by
$3.3 million, and increase its shareholder's equity by
$43.7 million.  In addition, the Company expects to book an
estimated gain on the exchange of approximately $7.9 million.

The Company has accepted for exchange these approximate principal
amounts of each series of Notes:

     (i) $11,787,000, or 21.4%, of the $55,150,000 aggregate
         outstanding principal amount of 4% Convertible Senior
         Subordinated Notes due 2010;

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

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

    (iv) $23,208,000, or 69.4%, of the $33,458,000 aggregate
         outstanding principal amount of 7.5% Convertible Senior
         Notes due 2011; and

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

As of June 16, 2009, the expiration date of the Exchange Offers,
approximately $118.9 million aggregate principal amount of the
Notes was outstanding.  Accordingly, the aggregate principal
amount of Notes that the Company has accepted for exchange in the
Exchange Offers represents approximately 44.5% of the outstanding
principal amount of Notes as of such date.

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

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

                     About Cell Therapeutics

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

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

                        Going Concern Doubt

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

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


CHRYSLER LLC: Sold Defective Vehicles to Continue to Cause Woes
---------------------------------------------------------------
A new report predicts that defective General Motors and Chrysler
vehicles sold before the bankruptcies will continue to cause
deaths and injuries long after the companies emerge as new
entities.  Based on data provided by both automakers to the
National Highway Traffic Safety Administration, more than 3,400
Americans will be injured or killed by a defective Chrysler or GM
vehicle during the first year of the post-bankruptcy era.  The
report, "Public Safety at Risk: Bankruptcies Leave Legacy of
Defects, Injuries and Deaths," also forecasts fewer recalls for
vehicles built by the old companies, decreasing public safety.

The report examines the consequences of a provision in the GM and
Chrysler bankruptcies which allows the automakers to shed
liability for the vehicles built pre-bankruptcy.  While both would
be responsible for launching recalls and repairing defects in
their current fleet, they would not be responsible for injuries
and deaths caused by those defects.  This leaves thousands of
individuals and families who have current claims uncompensated for
injuries or deaths caused by defective vehicles.  The loophole
will also wipe out any future claims.

The report, released by Safety Research & Strategies, finds that
between the third quarter of 2003 and the fourth quarter of 2008,
Chrysler fielded 3,497 death and injury claims; GM fielded 15,284.
These represent an annual average of 636 and 2,779 casualties
(individual deaths and injuries) respectively.  With more than
40 million vehicles in the U.S. fleet, the two companies accounted
for 47 percent of all claims filed against auto manufacturers
during that time period.  Yet, GM and Chrysler only represent 38
percent of the market share.

"Combined, GM and Chrysler have a disproportionate share of the
claims," said Sean Kane, president and CEO of Safety Research &
Strategies, "And there is every reason to conclude that the injury
and death rates will continue.  But the claims will disappear and
that will impact the rate of GM and Chrysler recalls and public
safety in the future."

From 2004 to 2008, Chrysler issued 109 recalls, affecting
11.4 million vehicles; GM launched 129 recalls, affecting
19 million vehicles.  The absence of death and injury claims will
likely decrease the number of recalls and remedies GM and Chrysler
will conduct after the bankruptcies.

"Automakers and NHTSA use death and injury data to monitor and
recall defective vehicles," Mr. Kane added.  "If the claims aren't
filed, we lose an important defect surveillance tool.  And if the
companies bear no liability for deaths and injuries caused by the
uncorrected defects, what incentive do they have to recall?"

The report, which includes a full state-by-state breakdown of
claims, finds that Texas, California, Florida, Ohio and New York
lead the nation in Chrysler and GM death and injury claims.  The
states with the least number of claims are Washington, D.C., North
Dakota, Vermont, Wyoming, and South Dakota.

Safety Research & Strategies -- http://www.safetyresearch.net/
-- is a consulting and advocacy firm based in Rehoboth, MA.

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

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

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

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


CLARIENT INC: Stockholders Accept Amendments to Incentive Plan
--------------------------------------------------------------
Stockholders of Clarient, Inc., approved amendments to the
Company's 2007 Incentive Award Plan at the 2009 Annual Meeting of
Stockholders held on June 17, 2009.

The Board of Directors of Clarient adopted the amendments May 21,
2009.  The amendments to the 2007 Plan increased the number of
shares of the Company's common stock reserved for issuance
thereunder by 1,000,000 shares, or from 7,911,181 shares to
8,911,181 shares, and increased the maximum number of shares of
the Company's common stock which may be issued as incentive stock
options from 4,000,000 to 5,000,000.

                        About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The Company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP in Irvine, California -- in its audit report dated
March 19, 2009 -- raised substantial doubt about the Company's
ability to continue as a going concern.  KPMG cited the Company's
recurring losses from operations and negative cash flows from
operations, and working capital and net capital deficiencies.
KPMG said it is not probable that the Company can remain in
compliance with the restrictive financial covenants in its bank
credit facilities.

At March 31, 2009, the Company had $49,981,000 in total assets;
$21,278,000 in total current liabilities, $1,152,000 in Long-term
capital lease obligations, and $3,861,000 in Deferred rent and
other non-current liabilities.


CLIFFS MORTGAGE: Meeting of Creditors Scheduled for July 7
----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Cliffs Mortgage, L.L.C.'s Chapter 11 case on July 7, 2009, at
9:30 a.m.  The meeting will be held at the U.S. Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona.

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

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

Phoenix, Arizona-based Cliffs Mortgage, L.L.C., filed for
Chapter 11 on June 4, 2009 (Bankr. D. Ariz. Case No. 09-12371).
Jerry L. Cochran, Esq., represents the Debtor in its restructuring
efforts.  In its petition, the Debtor disclosed as having
$10 million to $50 million in assets and $1 million to $10 million
in debts.


CLOVERLEAF ENTERPRISES: Sees Sale Pact for Rosecroft This Week
--------------------------------------------------------------
Cloverleaf Enterprises Inc. President Kelley Rogers said that he
is very optimistic that a sale agreement with Greenbelt developer
Mark R. Vogel for its Rosecroft Raceway can be reached this week,
Liz Farmer of the Daily Record reports.

The Daily Record relates that Mr. Vogel owned Rosecroft in the
late 1980s and early 1990s.  Cloverleaf bought Rosecroft Raceway
in 1995 and since then it has been trying to sell the track four
times.

According to the Daily Record, Mr. Vogel would reinstate live
racing at Rosecroft Raceway and would push for alternative gaming
there if he succeeds in acquiring the racing track.  The report
quoted Mr. Vogel as saying, "We're working to get a deal
structured where I'm putting up enough money so we can start live
racing next year."  Mr. Vogel said that he is hoping for revenue
from slots to start coming in next year, the report states.

Mr. Vogel, the Daily Record relates, said that he was meeting with
community members on the topic and looking beyond slot machines.
According to the report, Mr. Vogel said, "We'll be looking into it
this summer so we will have to know by the next [General Assembly]
session [in January] so we can put in for the legislation.
There's no question the track cannot survive without additional
gaming."

"He has money he's willing to invest, a lot of energy and talent
and enthusiasm.  I believe he is absolutely committed to returning
to live racing at Rosecroft," the Daily Record quoted Mr. Vogel as
saying.

Mr. Vogel is also meeting with members of the thoroughbred
industry to discuss Rosecroft's simulcast agreement that lets it
broadcast thoroughbred races and take bets on them, the Daily
Record states.

Fort Washington, Maryland-based Cloverleaf Enterprises Inc. --
http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness
track.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2009 (Bankr. D. Md. Case No. 09-20056).  Nelson C. Cohen,
Esq., at Zuckerman Spaeder LLP assists the Company in its
restructuring efforts.  The Company listed $10 million to
$50 million in assets and $1 million to $10 million in debts.


CLOVERLEAF ENTERPRISES: Section 341(a) Meeting Slated for July 13
-----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Cloverleaf Enterprises, Inc.'s Chapter 11 case on July 13,
2009, at 10:00 a.m.  The meeting will be held at the 6305 Ivy
Lane, Sixth Floor, in Greenbelt, Maryland.

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.

Baed in Fort Washington, Maryland, Cloverleaf Enterprises, Inc. --
http://www.rosecroft.com/-- dba Rosecroft Raceway operates a
horse race track.

The Company filed for Chapter 11 on June 3, 2009 (Bankr. D. Md.
Case No. 09-20056).  Nelson C. Cohen, Esq., at Zuckerman Spaeder
LLP, 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.


COMMERCIAL CAPITAL: D. Rose Replaces E. Weisberg on Committee
-------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, entered an
"amended appointment" of the official committee of unsecured
creditors in the Chapter 11 case of Commercial Capital, Inc.

The U.S. Trustee replaced creditor Eugene J. Weisberg with
creditors Denis and Jeri Rose.

As amended, the present members of the Committee are:

  1. Stephen J. Gillette
     Hunter Wise Financial Group, LLC
     6506 S. Killarney Ct.
     Aurora, Colorado 80016
     Tel: (303) 400-6140
     Fax: (303) 627-0955

  2. Karl Koch
     17200 West Colfax LLC
     P.O. Box 9550
     Breckenridge, Colorado 80424
     Tel: (303) 332-5382
     Fax: (303) 246-4881

  3. Duane A. Duffy
     4550 Tule Lake Drive
     Littleton, Colorado 80123
     Tel: (303) 795-7455
     Fax: (303) 795-7040

  4. Michael E. Haws
     14385 Braun Rd.
     Golden, Colorado 80401
     Tel: (303) 216-1599
     Fax: (303) 974-1799

  5. Denis L. Rose
     for Denis Rose and Jeri Rose
     14695 W. 48th Ave.
     Golden, Colorado 80403
     Tel: (303) 216-0268

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

                   About Commercial Capital, Inc.

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed separate petitions for Chapter 11 on
April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo.
Lead Case No. 09-17238).  Robert Padjen, Esq., at Laufer and
Padjen LLC, assists Commercial Capital in its restructuring
efforts.  In its  bankruptcy petition, Commercial Capital listed
between $100 million and $500 million in assets, and between
$50 million and $100 million in debts.  CCI Funding listed between
$100 million and $500 million each in assets and debts.


CONTECH LLC: Can Sell Shares in Contech Operating U.K. to Hicorp
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
approved the sale of Contech U.S., LLC, et al.'s shares in Contech
Operating U.K., Ltd., to Hicorp 46 Limited pursuant to Section 363
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 3, 2009,
Contech U.S., LLC, et al., asked the Bankruptcy Court to authorize
the private sale of shares in Contech Operating U.K. Ltd. to
HiCorp 46 Limited.  The Court overruled all outstanding objections
to the Debtors' proposal to sell the shares.

Contech U.K., a 100% owned subsidiary of Contech LLC, is not a
debtor in the Chapter 11 bankruptcy cases.  HiCorp is a limited
liability company registered in England and Wales formed by and
comprised of the management of Contech U.K.

Under the share purchase agreement, the Debtors proposed to novate
to HiCorp a promissory note issued by Contech U.K. to Contech,
LLC, in the principal amount of $20,000,000 dated April 16, 2007.

The aggregate consideration for the shares and the novation will
be (i) will be GBP2.75 million less 50% of the costs of the legal
opinion regarding the capital contribution to be paid by the
Company, plus (ii) the purchaser's agreement to take the Company
subject to all liabilities of the Company, other than the excluded
liabilities.

Hicorp will be paid a GBP80,000 termination fee in the event that
the seller or Contech U.K. breach the agreement and close a sale
to a third party.

The Debtors stated that although the shares will not be sold at a
public auction, the shares have been properly exposed to the
marketplace through an extensive and thorough marketing process
and they believe that they will not find a better offer than that
received from HiCorp.

Danel M. McDermott, United States Trustee, objected to the sale.
The U.S. Trustee stated that the proposed termination fee is a
disguised "break-up" fee and that a break-up fee is only
appropriate to compensate an unsuccessful bidder, or "stalking
horse".  The U.S. Trustee added that HiCorp is not a designated as
a stalking horse bidder, and in fact no open auction is
contemplated.  Further, the proposed termination fee is an
unnecessary expense of the estate, and is not a reasonable
percentage of the purchase price.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


CONTECH LLC: Court Approves Sale of Casting Assets to Revstone
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
approved the sale of Contech U.S., LLC, et al.'s casting assets to
Revstone Industries, LLC.

A copy of the asset purchase agreement executed by Contech and
Revstone is available for free at:

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

Revstone's designee Cerion Contech LLC will wire transfer to CIT,
as agent for the DIP Lenders, the net purchase price of
$13,020,625, to be applied to the Debtors' indebtedness to the DIP
Lenders.

In order to settle Key Equipment Finance Inc.'s objection to the
motion, contemporaneously with the closing on Cerion's purchase of
the assets, Cerion will purchase all of the equipment subject of a
lease between Key Equipment Finance Inc. and the Debtors "as is",
"where is", and will pay $400,000 to Key in immediately available
funds via wire transfer.

Several major customers including Ford Motor Co., Automotive
Components Holdings LLC, BMW AG, and Delphi filed objections to
the sale.  Ford and Delphi previously said that they won't accept
Revstone Industries as a replacement supplier.

Judge Steven W. Rhodes also adjourned the hearing on the sale a
number of times after issues arose in connection with certain
assets in possession of Contech.  The purchase price was
originally $14 million, but was reduced due to this development.

After negotiations, however, the parties signed a document under
which they all agreed to the entry of an order approving the sale.
The stipulation was signed by attorneys of Contech, BMW, Delphi,
Revstone, the U.S. Trustee, Ford Motor, Banc of America Leasing &
Capital, LLC, Key Equipment Finance Corp, CIT and the official
committee of unsecured creditors.

Revstone was represented by:

        Sheldon S. Toll, Esq.
        SHELDON S. TOLL PLLC
        2000 Town Ctr Ste 2100
        Southfield, MI 48075
        Telephone: (248) 351-5480
        E-mail: lawtoll@comcast.net

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


CONTECH LLC: Court Extends Plan Filing Period Until July 9
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
extended Contech U.S., LLC, et al.'s exclusive period to file a
plan until July 9, 2009, and their exclusive period to solicit
acceptances of that plan until September 7.

This is the first extension of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on June 3, 2009,
the Debtors told the Court that they would like more time to
discuss with the official committee of unsecured creditors both
the structure and the contents of any plan before submitting it
for Court approval.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


CONTECH LLC: Wants to Sell North Carolina Assets to Greenseed
-------------------------------------------------------------
Contech U.S., LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to approve the sale of substantially
all of the assets at their Albermarle, North Carolina facility,
free and clear of all liens and encumbrances, to Greenseed LLC, a
subsidiary of Angstrom-USA LLC.

Greenseed has offered to pay $1,340,000 for the Purchased Assets.

The Debtors have completed and closed the sales of the Steel
Products Group assets, the Castings assets and all of the
outstanding and issued shares in Contech U.K.  In the period
leading up to the SPG sale, the Debtors considered offers for all
or part of the SPG assets before closing the sale of most of the
assets of SPG, excluding the Purchased Assets, to Center Contech
Acquisition, Inc., on April 15, 2009.

The Debtors tell the Court that of the 17 parties that attended
the presentation made by SPG's management, Greenseed was the only
capable buyer.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


COOPERATIVE BANKSHARES: Halts Operations, Expects to File Ch. 11
----------------------------------------------------------------
Cooperative Bankshares has ceased operations after its banking
unit was placed into receivership.  Cooperative Bankshares expects
to liquidate or seek bankruptcy protection.  If the Company were
to liquidate or seek bankruptcy protection, the Company believes
that there would be no assets available to holders of the capital
stock of the Company.

As reported by the Troubled Company Reporter, Cooperative Bank, in
Wilmington, North Carolina, was closed June 19 by the North
Carolina Office of Commissioner of Banks, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First Bank, Troy, North Carolina, to assume all of
the deposits of Cooperative Bank, except those from brokers.
First Bank acquired substantially all banking operations and
purchased most of the Bank's assets.

Cooperative Bankshares received on June 22, 2009, a NASDAQ Staff
Determination indicating that the Company's common stock is
subject to delisting from the NASDAQ Global Market pursuant to
NASDAQ Marketplace Rules 5100 and 5110(b).  Pursuant to the NASDAQ
Staff Determination, trading in the Company's common stock was
halted by NASDAQ on June 22, 2009.

The Company currently anticipates that the trading of its common
stock will be suspended at the opening of business on July 1,
2009, and that the Company's common stock will subsequently be
removed from listing and registration on the NASDAQ Global Market.

The Company does not intend to request a hearing to appeal the
NASDAQ Staff Determination.

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

                      About Cooperative Bank

Chartered in 1898, Cooperative Bank in Wilmington, North Carolina,
provides a full range of financial services through 21 offices and
one loan origination office in North Carolina and three offices in
South Carolina.  The Bank's subsidiary, Lumina Mortgage, Inc., is
a mortgage-banking firm, originating and selling residential
mortgage loans through four offices in North Carolina.


CORONA DE TUCSON: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Corona De Tucson Development Group, LLC
        4423 N. Osage Drive
        Tucson, AZ 85718

Bankruptcy Case No.: 09-13920

Chapter 11 Petition Date: June 19, 2009

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

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

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
   ------                      ---------------   ------------
O'Leary Construction           trade debt        $10,417,856
3262 E. 44th Street
Tucson, AZ 85713

S.R.W.A., LLC                  construction fees $294,813

Land Advisors                  trade debt        $78,000
4900 N. Scottsdale Rd.
Scottsdale, AZ 85251

Presidio Engineering, Inc.     trade debt        $49,000

Ocotillo Preserve Devel, LLC   trade debt        $16,747

Westland Resources, Inc.       trade debt        $513

Thompson Krone, PLC            legal services    $400

The petition was signed by James F. Simpson.


COYOTES HOCKEY: Court Directs August Auction for Team
-----------------------------------------------------
Steven Church at Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Arizona has ruled that Phoenix Coyotes
be put up for sale in early August at the first of two potential
auctions.

According to Bloomberg, the first auction would be open to bidders
who are willing to keep Phoenix Coyotes at its current location in
Glendale, a proposal supported by the National Hockey League.
Bloomberg relates that other bidders like Jim Balsillie, who wants
to transfer the team to Canada, would be allowed at a September
auction to try to buy the team if the first auction fails to
attract an acceptable offer.

Bloomberg states that lawyers for the NHL said that they expect an
offer from Jerry Reinsdorf, who owns the Chicago White Sox of
Major League Baseball and National Basketball Association's
Chicago Bulls.

Mike Sunnucks at Phoenix Business Journal relates that NHL hopes
to disclose by Friday an ownership bid for the Phoenix Coyotes
that would keep the financially troubled team in Arizona.

Business Journal quoted NHL as saying, "If not, the NHL can
undertake an orderly sale of the club to a bidder that would
relocate the club for the 2010-11 season."

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.


CRESCENT RESOURCES: Seeks to Hire Weil Gotshal as Attorneys
-----------------------------------------------------------
Crescent Resources LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for permission
to employ Weil Gotshal & Manges LLP as their attorneys.

The firm will:

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

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

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

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

The firm will charge the Debtors' estates with these rates:

     Designation                 Hourly Rate
     -----------                 -----------
     Members & Counsel           $675-$950
     Associates                  $355-$630
     Paraprofessionals           $160-$290

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

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Case No. 09-11507).
The Hon. Craig A. Gargotta presides over the case.  Attorneys at
Weil Gotshal Manges LLP represent the Debtors in their Chapter 11
cases.  Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
serves as the Debtors' co-counsel.  Garden City Group serves as
claims and notice agent.  The Debtors disclosed more than $1
billion in both assets and debts when they filed for bankruptcy.


CRESCENT RESOURCES: Proposes Robinson Bradshaw as Special Counsel
-----------------------------------------------------------------
Crescent Resources LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for permission
to employ Robinson, Bradshaw & Hinson P.A. as their special
counsel.

The firm will:

  a) assist the Debtors in their efforts to gather information and
     provide historical, perspective needed in the Chapter 11
     cases;

  b) represent and advise the Debtors in connection with general
     corporate matters;

  c) represent and advise the Debtors in connection with their
     acquisition, development, management, leasing and disposition
     of real property, including residential and commercial
     projects;

  d) represent and advise the Debtors in connection with on-going
     and future claims and litigation matters;

  e) represent and advise the Debtors in employment and employee
     benefit matters; and

  f) represent and advise the Debtors with respect to other non-
     bankruptcy matters.

The firm will charge the Debtors' estates at these rates:

     Designation                 Hourly Rate
     -----------                 -----------
     Members & Counsel           $320-$525
     Associates                  $185-$305
     Paraprofessionals           $125-$170

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

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Case No. 09-11507).
The Hon. Craig A. Gargotta presides over the case.  Attorneys at
Weil Gotshal Manges LLP represent the Debtors in their Chapter 11
cases.  Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
serves as the Debtors' co-counsel.  Garden City Group serves as
claims and notice agent.  The Debtors disclosed more than $1
billion in both assets and debts when they filed for bankruptcy.


DELPHI CORP: Court Approves July 17 Auction for Assets
------------------------------------------------------
Delphi Corporation and its affiliates presented to the U.S.
Bankruptcy Court for the Southern District of New York further
modifications dated June 16, 2009, to their Confirmed First
Amended Joint Plan of Reorganization and Disclosure Statement.

The Debtors filed with the Court a supplement containing proposed
modifications to their Confirmed Plan on June 1, 2009.  The Court
then held a hearing on June 10 to consider preliminary approval of
the Supplement.  Judge Robert Drain directed the Debtors to
establish uniform procedures for an alternative sale of their
assets to a buyer other than GM Components Holdings, LLC, an
affiliate of General Motors Corporation, and Parnassus Holdings
II, LLC, an affiliate of Platinum Equity Capital Partners II,
L.P., pursuant to the Master Disposition Agreement.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, tells the Court that the June 16
Modified Plan and Disclosure Statement do not contain material
changes that will impact the June 1 Modified Plan and Disclosure
Statement.  The Debtors instead (i) amended a specific provision
of the Master Disposition Agreement, which is an exhibit to the
Modified Plan; and (ii) submitted proposed procedures for
alternative transactions.

               Non-Solicitation Section Amendment

In particular, the "Non-Solicitation" section of the Master
Disposition Agreement has been amended to reflect that the
Debtors agree that until the earlier of (i) when the Agreement is
terminated, or (ii) Closing of the Agreement, the Debtors will
not, and will not knowingly permit their officers, directors,
agents or affiliates to, solicit or initiate any inquiries or the
making of any proposal with respect to the sale of all or any
part of GM Business and Company Business or any significant
portion of their consolidated assets or issued or unissued
capital stock; provided, however, that nothing in the Master
Disposition Agreement will prevent or restrict Delphi's Board of
Directors from taking any actions, which:

  (i) the Board reasonably believes are required by their
      fiduciary duties; or

(ii) are in accordance with the Modified Procedures Order.

A full-text copy of the Master Disposition Agreement dated
June 16, 2009, is available for free at:

  http://bankrupt.com/misc/Delphi_June16MasterDispositionAgr.pdf

Prior to the filing of the June 16, 2009 version of the Master
Disposition Agreement, the Debtors asked the Court to file under
seal certain exhibits and schedules to the Agreement.  They
asserted that if publicly disclosed, those exhibit and scheduled
could be harmful to certain parties.

                Alternative Transaction Procedures

As directed by Judge Drain during the June 10 Hearing, the
Debtors proposed certain procedures to govern sale of their
assets to the extent that a Potential Bidder desires to submit to
the Debtors a proposed alternative transaction to be considered
by the Debtors in lieu of the Master Disposition Agreement.

The salient terms of the Non-Solicited Transaction Procedures
are:

(1) To become a Qualified Bidder, a Potential Bidder other than
     Parnassus Holdings or GM Components, must deliver to the
     Debtors and their counsel, among others:

     -- an executed confidentiality agreement in form
        satisfactory to the Debtors;

     -- current audited financial statements of the Potential
        Bidder, or if the Potential Bidder is an entity formed
        to acquire Transferred Assets and Liabilities, or other
        financial disclosure that may be acceptable to the
        Debtors; and

     -- a preliminary proposal regarding: (i) the purchase price
        range, (ii) any Transferred Assets and Liabilities
        expected to be excluded or any Excluded Assets, (iii)
        the structure and financing transaction, (iv) any
        anticipated regulatory approvals required to close the
        transaction, the timeframe, and any impediments for
        obtaining those approvals, (v) a list of material
        changes to the Master Disposition Agreement proposed by
        the Potential Bidder, (iv) confirmation that the
        Potential Bidder is prepared to execute the Alternative
        Transaction through either the Modified Plan or an
        Alternative Sale, and (vii) the nature and extent of
        additional due diligence it may wish to conduct and
        confirmation that the due diligence will be completed or
        waived no later than July 9, 2009.

(2) Any Qualified Bidder is required to submit these documents:

     -- a letter stating that the bidder's offer is irrevocable
        until two days after the closing of any Court-approved
        alternative transaction;

     -- an executed copy of the Master Disposition Agreement,
        together with all schedules marked to show those
        amendments to the Agreement and schedules that the
        Qualified Bidder proposes, including Purchase Price;

     -- an executed copy of Section 363 Implementation
        Agreement and related schedules to show those amendments
        to the Agreement that the Qualified Bidder proposes;

     -- to the extent that the Qualified Bidder does not
        propose to assume all of the Transferred Assets and
        Liabilities, an executed transition services and shared
        services agreements with GM as may be applicable;

     -- a $10 million good faith deposit and satisfactory
        evidence that the Qualified Bidder has the financial
        capacity to increase the Good Faith Deposit to $100
        million after being named Successful Bidder;

     -- evidence of a binding commitment for financing, or
        other evidence of the bidder's ability to consummate the
        proposed transactions that is satisfactory to the
        Debtors and their advisors.

(3) A Qualified Bidder must deliver the Required Transaction
     Documents no later than July 10, 2009, at 11:00 a.m., to
     Delphi's Executive Director for Restructuring, with copies
     furnished to (i) Skadden, Arps, Slate, Meagher & Flom LLP,
     (ii) Delphi's Deputy General Counsel for Transactional and
     Restructuring; (iii) Delphi's financial advisor,
     Rothschild, Inc., and (iv) counsel to the Official
     Committee of Unsecured Committee.

(4) If the Debtors do not receive any Qualified Alternative
     Transactions other than the Master Disposition Agreement
     with GM Components and Parnassus Holdings, the Debtors will
     advise the Bankruptcy Court of such and will proceed under
     the Modification Procedures Order.  The Debtors will notify
     GM Components and Parnassus Holdings as to whether any
     proposed alternative transaction constitutes as Qualified
     Alternative Transactions no later than July 13, 2009.

(5) If the Debtors receive one or more Qualified Alternative
     Transactions in addition to the Master Disposition
     Agreement, the Debtors will conduct an auction of the
     "Transferred Assets and Liabilities" at 10:00 a.m. on
     July 17, 2009, at the offices of the Debtors' counsel.

A full-text copy of the Non-Solicited Alternative Transaction
Procedures is available for free at:

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

Full-text copies of the Modified Plan and Disclosure Statement
dated June 16, 2009, are available for free at:

  http://bankrupt.com/misc/Delphi_June16ModifiedPlan.pdf
  http://bankrupt.com/misc/Delphi_June16DisclosureStat.pdf

               Court Approves Sale Procedures

Judge Drain approved the Modified Disclosure Statement explaining
the Modified Plan, the related modified procedures to solicit
votes to accept or reject the Modified Plan, and the Non-
Solicited Alternative Transaction Procedures on June 16, 2009.

All objections filed with respect to the Modified Disclosure
Statement to the extent not withdrawn or reflected in changes to
the Supplement are deemed overruled.

Judge Drain will consider approval of the Modified Plan, or an
Alternative Sale Transaction pursuant to Section 363 of the
Bankruptcy Code, on July 23, 2009.

With respect to the Non-Solicited Alternative Transaction
Procedures, Judge Drain ruled that the Debtors may seek Court
approval, in recognition of a Buyer's expenditure of time,
energy, and resources, of an expense reimbursement or other form
of buyer protection to be paid from the proceeds of a successful
alternative transaction if the Company Buyer is not the
Successful Bidder.  If the Court approves an expense
reimbursement or other form of buyer protection, the order will
become part of the Non-Solicited Alternative Transaction
Procedures.  To the extent any DIP Lender participates directly
or indirectly as a Potential Bidder, other than to exercise its
remedies under Section 363(k) of the Bankruptcy Code, the DIP
Lender will be deemed to have irrevocably consented to the
transactions contemplated by the Alternative Transaction
Procedures and ultimately approved by the Court under the DIP
Credit Agreement and applicable law, Judge Drain held.

Moreover, Judge Drain directs retained professionals of the
Creditors' Committee to monitor the administration of the Non-
Solicitation Procedures.  The Committee may advise the Court
through a Section 105 chambers conference, or as the Court may
permit or direct of, any material non-compliance with those
procedures by any person.  In order to facilitate an alternative
transaction, any agreement between GM Components and Parnassus
Holdings or their affiliates, GM, its affiliates and
representatives will be entitled to:

  (i) furnish to any individual or entity (x) all exhibits,
      schedules and agreements under the Master Disposition
      Agreement and any other related agreements between GM
      Components and Parnassus Holdings or their affiliates, and
      (y) information related to the Transferred Assets and
      Liabilities and the transactions contemplated by the
      Master Disposition Agreement or by agreements between GM
      Components and Parnassus Holdings or their affiliates;

(ii) participate in discussions or negotiations with any
      individual or entity; or

(iii) enter into and perform under any agreement with any
      individual or entity related to any alternative
      transaction.  Neither Parnassus Holdings nor its
      affiliates will have any claims, including for breach of
      the Master Disposition Agreement, any related agreement,
      or any agreement between GM and Parnassus, against GM, or
      its affiliates, arising from this action.

               Delphi's Statement; Stakeholders React

In a public statement dated June 16, 2009, Delphi said that the
alternative transaction process maintains the emergence timing
contemplated under the Master Disposition Agreement.  The ruling
will also provide an opportunity for any unsolicited feasible
transactions to be considered appropriately by Delphi's Board of
Directors, the Company noted.

In line with the Court's approval to the Amended and Restated GM-
Delphi Arrangement, Delphi believes that the Arrangement will
provide it with a fully financed runway to the July 23, 2009
Hearing.

GM also commented that the June 16 Order will provide a full and
final global resolution to Delphi's bankruptcy case.  More
importantly, GM stated that it is of critical importance that the
Delphi situation be resolved as soon as possible.  GM also
expressed support to Judge Drain's decision to allow any party to
participate in the bidding of Delphi's assets.

For its part, the Creditors' Committee reiterated its opposition
to the Modified Plan and Section 363 Alternative Sale as set
forth in its Objection filed on June 9, 2009.  The Committee
noted that the Debtors have taken the position that it may not
conduct discovery with respect to the Modified Plan or the
Section 363 Alternative Sale until a contested matter exists.  In
this regard, the Committee is filing a Preliminary Objection to
create a contested matter, and intends to conduct discovery of
the Debtors and other parties-in-interest with respect to aspects
of the Modified Plan and the Section 363 Alternative Sale.  The
Committee thus reserves all rights to supplement or amend the
Preliminary Objection prior to the July 23, 2009 hearing.

Wilmington Trust Company, as indenture trustee for the $2 billion
senior notes issued by the Debtors, asserts that the Debtors'
Plan Modifications Motion is not authorized by the Bankruptcy
Code, and is not in the best interest of the Debtors' estates.
Accordingly, Wilmington Trust is filing this preliminary
objection to create a contested matter and permit it to take
discovery regarding the Plan Modifications Motion.  Wilmington
Trust asks the Court to deny the Plan Modifications Motion.

Moreover, in separate letters, 156 retirees objected to the
Modified Plan between June 8 and 18, 2009.  The Retirees
reiterated their previous objection to the contemplated takeover
of the salaried pension plan by Pension Benefit Guaranty
Corporation pursuant to a PBGC Settlement in the Modified Plan.
Two Retirees, Daniel P. McCarthy and J. Allen Babb, specifically
object to the Master Disposition Agreement because it seeks to
terminate the retention bonuses or severance payments for
employees terminated prior to June 1, 2009, upon closing of the
Agreement.

            Elliott Associates May Lead DIP Lenders' Bid,
                   As Icahn Reconsiders Rebid

In light of Delphi's opening of the sale of its assets to other
prospective buyers, people familiar to the matter cite Elliot
Associates as a possible lead bidder of the DIP Lender group to
buy Delphi's assets through a credit bid, The New York Post
reports.  Elliott Associates is one of Delphi's senior noteholder
and is affiliated with certain of the Tranche C DIP Lenders, who
have objected to Delphi's Modified Plan.

As previously reported, Kensington International Limited,
Manchester Securities Corp., Springfield Associates, LLC, and
certain DIP Lenders under the Tranche C Facility, objected to the
Modified Plan because the Debtors proposed to strip the DIP
Lenders of their statutory rights to credit bid under Section
363(k) of the Bankruptcy Code.

The Tranche C DIP Lenders also disclosed that they have formed an
entity known as the "DIP Lender Funding Group," which is
interested in buying Delphi' assets through a credit bid.  If the
DIP Lenders are successful on their bid, they could roll over
their debt to cover the purchase price to buy Delphi, the New
York Post relates.

Meanwhile, billionaire Carl Icahn is "leaning toward not putting
together a bid for Delphi," an undisclosed source told the New
York Post.  As widely reported, Mr. Icahn was engaged in talks
with Delphi before the GM-Platinum transactions were finalized on
June 1, 2009, and had intended to rebid in light of Delphi's
auction of assets.

                Delphi Books Not Open to Bidders

The New York Post relates that lenders led by Elliott Associates
"do not have access to [Delphi's] books, hindering their ability
to make a takeover offer," quoting a person familiar with the
matter.

The news source cites that if the lenders, as prospective bidder
for the auction of Delphi's assets, don't get their hands on the
needed information, they might seek the Court's help in order to
be entitled to intervene.

Delphi spokesman Lindsey William disputed the reports, and
maintained that the Company has closely worked with its DIP
lenders and undertook efforts to make available to the lenders
necessary information and significant diligence, The New York
Post states.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Court to Consider Plan Confirmation on July 23
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved the modified disclosure statement
explaining Delphi Corp. and its affiliates' modified plan of
reorganization.

The Debtors are authorized to start soliciting votes to accept or
reject the Modified Plan in accordance with the procedures set
forth in the December 10, 2009 Solicitation Procedures Order.

Delphi Corp. and its affiliates' Modified Plan provides that in
the event the Debtors are not able to implement certain
transactions contemplated in the Plan, the Debtors will seek
approval July 23, 2009, of a sale of substantially all their
primary assets to Parnassus Holdings II LLC and GM Components
Holdings LLC under a Master Disposition Agreement.

Judge Drain will consider approval of the Modified Plan, as may
be further amended or modified, on July 23, 2009, at 10:00 a.m.
prevailing Eastern time.  Deadline to file objections to the
Modified Plan is on July 15, 2009, at 4:00 p.m.

Judge Drain held that the Modified Disclosure Statement
contains adequate information within the meaning of Section
1125(a) of the Bankruptcy Code.  He held that the Disclosure
Statement also complies with the requirements of Rule 3016(c) of
the Federal Rules of Bankruptcy Procedure by sufficiently
describing in specific and conspicuous bold language the
provisions of the Joint Plan of Reorganization that provide for
releases and injunctions against conduct not otherwise enjoined
under the Bankruptcy Code.  The Disclosure Statement also
sufficiently identifies the persons and entities that are subject
to those releases and injunctions, the Court added.

All objections to the Disclosure Statement not otherwise
withdrawn or reflected in changes to the Supplement are
overruled.

The Debtors are authorized to (i) make non-material changes to
the Supplement and related documents, and (ii) revise the
Supplement and related documents to add further disclosures
concerning events occurring at or after the Preliminary
Modification Hearing on June 10, 2009, before distributing it to
each entity in accordance with the June 16 Order; provided,
however, that the Debtors will file copies with the Court of any
changed pages blacklined to show those changes.

                      Confirmation Hearing

The Debtors may file their reply in support of the Modified Plan
and the Master Disposition Agreement and in support of the
transactions set forth in the Master Disposition Agreement, as
modified by a 363 Implementation Agreement, and file any proposed
revisions to the final order approving the Modified Plan and
submit a proposed form of Section 363 of the Bankruptcy Code sale
order no later than July 21, 2009.

In line with the Court's approval of the Modified Disclosure
Statement, Judge Drain authorizes the Debtors to (i) use the
existing Solicitation Procedures, and (ii) follow this
Solicitation Schedule for the solicitation of votes for the
Modified Plan:

June 8, 2009   Voting Record Date

June 20, 2009  Deadline to distribute solicitation packages

June 20, 2009  Deadline to mail postpetition interest rate
                determination notices

July 2, 2009   Plan exhibit filing deadline

July 2, 2009   Rule 3018(a) motion deadline

July 15, 2009  Voting deadline

July 15, 2009  Plan objection deadline

July 23, 2009  Confirmation hearing

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Court Sets July 15 as Admin. Claims Bar Date
---------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York sets July 15, 2009, at 5:00 p.m. prevailing
Eastern Time, as deadline for creditors to submit all
administrative expense claims from the Petition Date through
June 1, 2009.

Any party that wishes to assert an administrative claim against
Delphi Corp. and its affiliates under Section 503(b) of the
Bankruptcy Code for the period from the Petition Date through
June 1, 2009, must file proof of that administrative expense for
the purpose of asserting an administrative expense request,
including any substantial contribution claims against any of the
Debtors, to:

               Kurtzman Carson Consultants LLC
               2335 Alaska Avenue
               El Segundo, California 90245
               Attn: Delphi Corporation, et al.
               Case No. 05-44481 (RDD)

so as to be received no later than the Administrative Expense Bar
Date.  Claims may be submitted in person or by courier service,
hand delivery or mail addressed to Kurtzman Carson.

Any party that is required but fails to file a timely
Administrative Expense Claim Form will be forever barred,
estopped and enjoined from asserting that claim against the
Debtors.

Under their Plan Modifications Motion, the Debtors previously
sought to establish July 10, 2009 as the bar date for asserting
administrative claims that arose on or prior to June 1, 2009.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Court Grants Final OK to GM Liquidity Arrangements
---------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved on June 17, 2009, on a final basis,
the proposed amendments to the existing liquidity arrangement the
Debtors previously entered into with General Motors Corporation,
which provides for a $250 million increase of GM's total
commitment of liquidity subject to certain terms and conditions.

The $250 million credit facility is otherwise referred to as the
"Tranche C Facility."

Judge Drain authorized the Debtors, pursuant to Section
364(b) of the Bankruptcy Code, to obtain advances of up to $500
million pursuant to the Amended and Restated GM-Delphi
Arrangement and pay for fees and expenses provided for by the
arrangement.

              Milestones Under Tranche C Facility

In a regulatory filing with the Securities and Exchange
Commission dated June 17, 2009, Delphi Vice President and Chief
Financial Officer John D. Sheehan disclosed that the Debtors'
continued ability to seek advances under the $250 million credit
facility or "Tranche C Commitment" is conditioned in progress in
achieving the milestones contemplated by the Confirmed First
Amended Joint Plan of Reorganization, as modified on June 1,
2009, including the Master Disposition Agreement, as revised on
June 16, 2009, among the Debtors, GM Components Holdings, LLC, an
GM, and Parnassus Holdings II, LLC.

The milestones are:

  (a) On or after June 26, 2009, (x) there should be no stay,
      modification or reversal or pending appeal of the
      Solicitation Order dated June 16, 2009, and (y) the
      Solicitation Order should have become final and non-
      appealable.

  (b) On or after July 23, 2009, the Bankruptcy Court should
      have entered for order, in form acceptable to GM,
      approving the Modified Plan or the Stand-Alone Sale.

  (c) On or after the earlier of 10 days after entry of the
      Sales Transaction Order or August 3, 2009, the Sale
      Transactions Order should have final and non-appealable.

Mr. Sheehan further said that each advance is conditioned on:

  (i) the absence of amendments or motions to approve those
      amendments to the Debtors' Amended and Restated DIP Credit
      Facility or the DIP Accommodation Agreement, as amended;
      and

(ii) the absence of actions taken by DIP Lender or DIP Agent to
      the DIP Credit Facility to exercise any remedies under the
      DIP Credit Facility, except with respect to cash
      collateral held in cash collateral accounts as of the
      effective date of the Amended and Restated GM-Delphi
      Arrangement and giving of notices as contemplated by the
      Modified Plan.

Mr. Sheehan pointed out that the Tranche C Commitment will
terminate at the earliest of the confirmation of the Modified
Plan, consummation of the Stand-Alone Sale, termination of the
Modified Plan or the Stand Alone Sales, or September 30, 2009.
Upon consummation of either the Modified Plan or the Stand-Alone
Sales, all amounts outstanding under the Debtors' $550 million
credit facility will be cancelled, he said.

Upon effectiveness of the Amended and Restated GM-Delphi
Arrangement, GM and certain affiliates will have:

  (i) allowed claims with administrative expense priority
      pursuant to Section 503(b)(1) of the Bankruptcy Code
      against the Debtors owing to GM or any applicable GM
      Affiliates; and

(ii) all other rights under the Amended and Restated GM-Delphi
      Arrangement.

However, (a) neither GM nor any GM Affiliates will exercise any
Set-Off Right with respect to any GM Arrangement Obligations
against any amounts payable by GM or any GM Affiliate to or for
the credit or the account of any of the Debtors until after the
DIP Termination Date.  Until after the DIP Termination Date, the
Debtors will not make any payment to GM or any GM Affiliates with
respect to the GM-Delphi Arrangement Obligations.

Judge Drain also overruled any objection to the Amended and
Restated GM-Delphi Arrangement, including a letter dated June 9,
2009, filed by Ernest A. Knobelspiesse.  A salaried retiree, Mr.
Knobelspiesse argued that the requirement that the $250 million
commitment be classified as an administrative claim for GM, takes
precedent over other creditors and stakeholders, and provides GM
a more advantageous negotiating position to the further detriment
of the Debtors' stakeholders.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Inks 7th Amendment to JPMorgan Accommodation Pact
--------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated June 22, 2009, Delphi Corporation disclosed its
entry into a "seventh amendment" to its DIP Accommodation
Agreement on June 19, 2009, with JP Morgan Chase Bank, N.A., and
certain requisite lenders under a $4.35 billion DIP Credit
Facility.

Delphi Vice President and Chief Financial Officer John D. Sheehan
notes that the salient terms of the DIP Accommodation Seventh
Amendment are:

  (1) A Repayment Obligation will be triggered on June 23, 2009,
      unless on or prior to June 22, 2009, a satisfactory term
      sheet notice has been received by Delphi.

  (2) The Accommodation Period will terminate on June 24, 2009,
      in the event a majority of the DIP Lenders who signed the
      DIP Accommodation Agreement have not notified Delphi that
      the Term Sheet is satisfactory.

  (3) The DIP Accommodation Seventh Amendment also postpones
      until June 23, 2009, the date by which interest payments
      with respect to the Tranche C Term Loan must be paid;
      which payments under the DIP Accommodation Agreement are
      to be applied ratably to repayments of principal amounts
      outstanding under the Tranche A Facility and the Tranche B
      Term Loan.

Mr. Sheehan relates that as of June 22, 2009, about $230 million
remains outstanding under the Tranche A Facility, $311 million
under the Tranche B Term Loan, and $2.75 billion under the
Tranche C Term Loan pursuant to the DIP Credit Facility.

The remaining provisions in the DIP Accommodation Agreement are
materially unchanged, according to Mr. Sheehan.

A full-text copy of the DIP Accommodation Seventh Amendment dated
June 19, 2009, is available for free at:

              http://ResearchArchives.com/t/s?3e16

In addition, Mr. Sheehan points out that although Delphi is in
compliance with the DIP Accommodation Agreement, the company's
continued compliance and access to sufficient liquidity to fund
its working capital requirements and operations is dependent on
certain factors, including the company's compliance with the GM-
Delphi Liquidity Arrangement and administrative creditors,
including suppliers, continuing to provide services and goods on
customary payment terms.

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DEN-MARK CONSTRUCTION: Dist. Ct. Nixes Superpriority Borrowing
--------------------------------------------------------------
WestLaw reports that a slim equity cushion of at most eleven
percent and the speculative possibility of an enhancement of an
existing lender's collateral if the Chapter 11 debtors were
allowed to obtain postpetition financing on a superpriority basis
did not qualify as adequate protection for an existing lender's
security interest.  A bankruptcy court clearly erred in finding to
the contrary, for purpose of granting the debtors' motion for
leave to grant a postpetition lender a superpriority lien.
Suntrust Bank v. Den-Mark Const., Inc., ---- B.R. ----, 2009 WL
1528761 (E.D.N.C.).

The Troubled Company Reporter said on June 4, 2008, that the
Bankruptcy Court entered a second interim order allowing Den-Mark
to use cash collateral securing obligations to Regions Bank.

Den-Mark Construction executed a promissory note, dated May 16,
2005, with Regions Bank to finance the construction on lots in the
Wedgefield subdivision in Johnston County, North Carolina.  The
note is secured by first priority deeds of trust on the Wedgefield
property.  The Debtor presently has contracts to sell on home in
Wedgefield on June 2008, which is the subject of a pending motion
for authority to sell property free and clear of liens.  The
proceeds generated from sales of the lot constitute cash
collateral of Regions Bank.

A continued hearing in the Bankruptcy Court on Den-Mark's ability
to access to Regions Bank's cash collateral is scheduled for
June 26, 2008, at 10:00 a.m.

The Debtor has other outstanding secured loans from Four Oaks
Bank, Capital Bank and First Horizon Bank.

Youngsville, North Carolina-based Den-Mark Construction Inc.
constructs single-family houses.  It filed its Chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Judge Randy D. Doub presides over the case.
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents
the Debtors in their restructuring efforts.  The Debtors'
schedules showed total assets of $44,810,901 and total liabilities
of $34,537,937.


DENINE HAYDEN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Denine L. Hayden
        128 Peck Street
        Rehoboth, MA

Bankruptcy Case No.: 09-15729

Chapter 11 Petition Date: June 22, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Stephen K. Midgley, Esq.
                  Midgley Law Associates
                  P.O. Box 2577
                  Attleboro Falls, MA 02763
                  Tel: (508) 261-9010
                  Fax: (508) 261-9040
                  Email: midgleylaw@verizon.net

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

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

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

The petition was signed by Mr. Hayden.


DHP HOLDINGS: Sale of Heating Assets to World Marketing Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the sale of certain of DHP Holdings II Corporation, et
al.'s assets to World Marketing of America, Inc.

The Purchased assets consist of certain personal property and
intellectual property related to the Debtors' indoor/outdoor
heating business, pursuant to the Asset Purchase Agreement between
World Marketing and the Debtors, dated June 11, 2009.

A full-text copy of the asset purchase agreement is available for
free at http://bankrupt.com/misc/DHP.WorldMarketingAPA.pdf

Pursuant to the Court's order, the Debtors are authorized to sell
the Purchased assets for $850,000.

As reported in the Troubled Company Reporter on March 31, 2009,
the Bankruptcy Court approved bid procedures for the sale of
substantially all of the assets of Law & Garden Specialty Tools
(Desa Tools) and Indoor and Outdoor Heating (Desa Heating), to the
highest bidder at an auction.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign non-debtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of $132.5
million and liabilities of $133.2 million.


DHP HOLDINGS: Sale of Personal Property to L.B. White Approved
--------------------------------------------------------------
On June 16, 2009, the U.S. Bankruptcy Court for the District of
Delaware approved the sale of certain of the assets of two of DHP
Holdings II Corporation, et al's business divisions, Desa Tools
and Desa Heating, to L.B. White Co., Inc.

The Purchased assets consist of all of the Debtors' right, title
and interest in certain personal property and intangible personal
property, pursuant to the Asset Purchase Agreement between L.B.
White and the Debtors, dated June 15, 2009.

A full-text copy of the asset purchase agreement is available for
free at http://bankrupt.com/misc/DHP.LBWhiteAPA.pdf

Pursuant to the Court's order, the Debtors are authorized to sell
the Purchased assets for a purchase price of $75,000.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of $132.5
million and liabilities of $133.2 million.


DHP HOLDINGS: Sells Inventory to Manufacturers' Products
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the sale of certain inventory in connection with two of
DHP Holdings II Corporation, et al's business divisions, Desa
Tools and Desa Heating, to Manufacturers' Products, Inc.

Pursuant to the Court's order, the Debtors are authorized to sell
assets, which include right, title and interest in all supplies,
goods, materials, work in process, inventory and stock in trade,
for a purchase price of $750,000.

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

    http://bankrupt.com/misc/DHP.Manufacturers'ProductsAPA.pdf

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of $132.5
million and liabilities of $133.2 million.


DHP HOLDINGS: Plan Filing Period Extended to August 26
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended DHP Holdings II Corporation, et al.'s exclusive period to
file a plan until August 26, 2009, and their exclusive period to
solicit acceptances thereof until October 26, 2009.

This is the first extension of the Debtors' exclusive periods.

In their request for an extension, the Debtors said that they
needed more time to negotiate and prepare adequate information for
a viable plan and disclosure statement.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DRS BIERY & PAULETTE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Drs Biery & Paulette PC
        4100 Quarles Ct
        Harrisonburg, VA 22801

Bankruptcy Case No.: 09-50974

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: David W. Earman, Esq.
                  57 S. Main St., Suite 206
                  Harrisonburg, VA 22801
                  Tel: (540) 434-7306
                  Email: davidearman@courtsq.com

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

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

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

          http://bankrupt.com/misc/vawb09-50974.pdf

The petition was signed by Kathryn A. Biery, president of the
Company.


EZRI NAMVAR: Ch 11 Trustee Seeks to Put Affiliates in Ch 7 Bankr.
-----------------------------------------------------------------
Daniel Miller at Los Angeles Business Journal reports that Bradley
Sharp, the trustee in the Chapter 11 bankruptcy of Ezri Namvar's
Namco Capital Group Inc., filed petitions with the U.S. Bankruptcy
Court for the Central District of California that put three
affiliates into Chapter 7 bankruptcies.

Court documents say that the three limited liability companies
are:

     -- Dimes LLC,
     -- Beshmada LLC, and
     -- Beshmada of Delaware LLC.

According to court documents, these companies hold real estate
investments and in total owe $79.4 million in unsecured loans to
Namco Capital.

R. Todd Neilson -- the trustee in Mr. Namvar's personal bankruptcy
-- and Namco Capital creditor Benjamin Efraim said that the
involuntary Chapter 7 petitions were filed due to a handful of
Namco Capital creditors have obtained court judgments that would
let them foreclose on the interests of the three LLCs, Business
Journal relates.  According to the report, the bankruptcy filings
will prevent what could be considered preferential payments.

Court documents say that Namco Capital owes more than a half-
billion dollars to 464 creditors.

Ezri Namvar, Chairman, CEO, is founder and principal shareholder
of Namco Capital Group, Inc., a privately held holding company for
companies engaged in real estate investments and financial
services.  Creditors with $7.7 million in claims filed involuntary
Chapter 11 petitions on December 22, 2008, against Mr. Namvar and
Namco Capital (Bankr. C.D. Calif. Case No. 08-32349, and 08-32333.


EVERETT MARITIME: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Everett Maritime, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities and statement of financial affairs, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------            -----------     -----------
  A. Real Property                        $0
  B. Personal Property           $76,517,033
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $6,384,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $15,771,482
                                 -----------    ------------
            TOTAL                $76,517,033     $22,155,482

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

      http://bankrupt.com/misc/everettmaritime.SAL.pdf

A copy of Everett Maritime's statement of financial affairs is
available at:

http://bankrupt.com/misc/everett.statementoffinancialaffairs.pdf

Chicago, Illinois-based Everett Maritime, LLC, filed for
Chapter 11 on May 20, 2009 (Bankr. N.D. Ill. Case No. 09-18224).
David K. Welch, Esq., at Crane Heyman Simon Welch & Clar,
represents the Debtor as counsel.  The Debtor listed $100 million
to $500 million in assets and $10 million to $50 million in debts.


FIRST REPUBLIC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: First Republic Group Realty, LLC
        30 East 29th Street, Suite 204
        New York, NY 10016

Bankruptcy Case No.: 09-13983

Chapter 11 Petition Date: June 22, 2009

Debtor-affiliate filing separate Chapter 11 petition on March 9,
2009:

        Entity                                     Case No.
        ------                                     --------
FRGR Managing Member LLC                           09-11061

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  tklestadt@klestadt.com
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by Mark Stern.


FLEETWOOD ENTERPRISES: American Industrial Sole Bidder for Assets
-----------------------------------------------------------------
Kimberly Pierceall at The Press-Enterprise reports that no other
bidder has presented an offer for Fleetwood Enterprises, Inc.'s
assets, resulting in American Industrial Partners' acquiring the
Company for $53 million, less liabilities.

According to The Press-Enterprise, the acquisition deal with
American Industrial includes these assets in Decatur, Indiana:

     -- intellectual property,
     -- RV brands,
     -- two motor home manufacturing plants,
     -- two motor home service centers, and
     -- subsidiary Gold Shield supply.

American Industrial, The Press-Enterprise relates, could shift
Fleetwood's RV headquarters to Decatur.

The Press-Enterprise states that American Industrial didn't
purchase Fleetwood's motor home manufacturing plants in Riverside
and Paxinos, or its manufactured housing division.

The court will decide on Wednesday on whether to approve American
Industrial's acquisition of Fleetwood, The Press-Enterprise says.

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  Fleetwood motor home products are distributed
through a nationwide network of approximately 150 dealers.  The
Company and 19 of its affiliates filed for Chapter 11 protection
on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).
Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP, represents the
Debtors in their restructuring efforts.  The Debtors proposed
Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant,
and Greenhill & Co. LLC as financial advisor.


FONTAINEBLEAU: Lienholders Want Chapter 11 Cases Moved to Nevada
----------------------------------------------------------------
Sixteen holders of mechanic's and materialsmen's liens in excess
of $111,000,000 against Fontainebleau Las Vegas Holdings, LLC, and
its affiliates ask Judge A. Jay Cristol of the U.S. Bankruptcy
Court for the Southern District of Florida to transfer the
Debtors' Chapter 11 cases to the U.S. Bankruptcy Court for the
Southern Division of the District of Nevada.

The Court will hear the motion on June 30, 2009.

Philip J. Landau, Esq., at Shraiberg, Ferrara & Landau, P.A., in
Boca Raton, Florida, asserts that the venue of the Debtors' cases
in the Southern District of Florida is improper, and the District
of Nevada is the most convenient venue, highlighting proximity to
the Court, in regard to the creditors, the Debtors and the
witnesses who are necessary to the administration of the estate.

The lienholders are also represented by Gregory E. Garman, Esq.,
at Gordon Silver Ltd., in Las Vegas, Nevada.  Dallin T. Wayment,
Esq., at Peel Brimley, LLP, in Henderson, Nevada, acts as the
lienholders' construction law counsel.

In a joint statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure, Messrs. Landau and Garman relate that they
represent these lienholders asserting claims against Fontainebleau
Las Vegas Holdings, LLC, and its affiliates:

    Party-in-interest                    Claim Amount
    -----------------                    ------------
    Architectural Materials, Inc.         $22,000,000
    4775 W. Teco, Suite 130
    Las Vegas, NV 89118

    Collings Interiors                        640,855
    16791 Burke Lane
    Huntington Beach, CA 92647

    Door-Ko, Inc.                             961,059
    2901 Made Ave.
    Las Vegas, NV 89102

    Door & Hardware                         2,332,618
    Management, Inc.
    4544 W. Russell Rd. #A
    Las Vegas, NV 89118

    Eberhard/Southwest Roofing, Inc.        1,456,459
    3995 W. Dewey Dr.
    Las Vegas, NV 89118

    EIDS Steel Company, LLC                 4,954,379
    15 W. 256 N. Frontage Rd.
    Willowbrook, IL 60527

    Eugenio Painting Company                4,696,172
    1935 Veriener Rd.
    Grosse Pointe Woods, MI 48236

    Gallagher-Kaiser Corporation           30,718,439
    2755 Las Vegas Blvd.
    Las Vegas, NV 89109

    Marnell Masonry, Inc.                   2,049,169
    5455 Polaris Ave.
    Las Vegas, NV 89118

    Midwest Drywall Co., Inc.               8,116,932
    4029 S. Industrial
    Las Vegas, NV 8910

    Midwest Pro Painting, Inc.              1,777,049
    5008 Cecile Ave.
    Las Vegas, NV 89115

    Mechanical Insulation                     122,935
    Specialists (MIS)
    2910 Brooks Park Dr.
    North Las Vegas, NV 89030

    Modernfold of Nevada, LLC               1,000,000
    215 West New Road
    Greenfield, IN 46140

    Southern Nevada Paving, Inc.            3,160,674
    3101 East Craig Rd.
    N. Las Vegas, NV 89030

    Universal Piping, Inc.                  3,496,538
    6120 N. Hollywood, #101
    Las Vegas, NV 89115

    West Edna & Associates,                        -
    dba Mojave Electric
    3755 West Hacienda Avenue
    Las Vegas, NV 89118

    W&W Steel, LLC of Nevada               24,171,846
    PO Box 25369
    1730 E. Reno
    Oklahoma City, OK 73125-0369

Both firms ascertain that they do not hold any claims against the
Debtors.

Gordon Silver serves as lead counsel and Shraiberg Ferrara as
co-counsel to the mechanic and materialmen's lienholders.

In a separate motion, Young Electric Sign Co. asked the Court to
transfer the Debtors' Chapter 11 cases to the District of Nevada,
where the Debtors' real property is located.  Young Electric
pointed out to the Court that the vast majority of the parties
impacted by the Debtors' bankruptcies reside in Las Vegas.

Young Electric's motion was due for hearing on June 30 but Young
Electric withdrew the motion shortly after its filing.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Contractors Want Official Committee Formed
---------------------------------------------------------
Eight contractors holding claims against Fontainebleau Las Vegas
Holdings, LLC, and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to direct the United States
Trustee for Region 21 to appoint an official committee who will
represent the interest of the contractors in the Debtors' Chapter
11 cases.

Desert Fire Protection, a Nevada Limited Partnership; Bombard
Mechanical, LLC; Bombard Electric, LLC; Warner Enterprises, Inc.
doing business as Sun Valley Electric Supply Co.; Absocold
Corporation, doing business as Econ Appliance; Austin General
Contracting; Powell Cabinet and Fixture Co.; and Safe
Electronics, Inc., who hold $112,376,545 in aggregate mechanics'
lien claims against the Debtors, assert that they need an
official committee to represent their interest saying the
Official Committee of Unsecured Creditors or any other
constituency in these cases cannot adequately represent them.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Seeks to Pay Critical Vendor Claims
--------------------------------------------------
Pre-bankruptcy, Fontainebleau Las Vegas Holdings, LLC -- Holdings
-- and its affiliates began the construction of a signature "Tier
A" casino hotel resort and engaged a number of contractors,
vendors, consultants, architects and suppliers to perform work at
and provide goods and services to the Project.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, relates that debtor Fontainebleau Las
Vegas LLC -- Resort -- timely paid undisputed amounts then due to
the vendors through February 2009.  Since then, as a result of the
failure and refusal of certain of the Debtors' lenders to fund the
Project, Resort has been unable to pay the Vendors for goods and
services.

Resort has determined that it needs to remit payments
postpetition to a select few of the vendors for prepetition goods
and services to obtain the benefit of further goods and services
on a postpetition basis.

Accordingly, the Debtors ask the Court for permission to pay
their prepetition obligations aggregating $7,954,374 to the
vendors deemed critical to the Project.

The Debtors propose to pay these Critical Vendors:

    Critical Vendor                         Amount
    -----------------                     ----------
    Bergman Walls & Associates            $2,279,002
    DWI Holdings, Inc.                     1,392,921
    Kuehne Nagel/Quality
      Transportation Services              1,082,039
    YWS Architects                           691,513
    Aztec Inspection Services                592,217
    Las Vegas Fire Department                307,500
    Project Light, LLC                       395,616
    Microsoft Enterprises                    287,497
    E2 Solutions, Inc.                       266,281
    Tri-Power Group                          597,335
    Veolia Energy                             43,645
    Paffenbarger & Walden                     24,244
    RA Energie, Inc.                          16,564

Mr. Baena points out that the goods and services provided by the
Critical Vendors are critical to life and safety issues or
entitlements at the Project.  Certain of the Critical Vendors
also provide unique or essential Goods and Services to Resort at
a significant discount, the benefit of which will be lost if
timely payment is not afforded, Mr. Baena says.

Mr. Baena also points out that based on the budget accompanying
the Interim Cash Collateral Order, the Debtors are authorized to
pay Critical Vendors up to specified amounts.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Seeks Injunction Against Utility Providers
---------------------------------------------------------
In connection with their daily operations, Fontainebleau Las Vegas
Holdings, LLC, and its affiliates procure electricity, natural
gas, telephone and telecommunication, water, waste removal, and
other utility services for an average monthly aggregate cost of
$181,000 from 10 utility providers.

The Debtors' Utility Providers are NV Energy, Southwest Gas
Corporation, Las Vegas Valley Water District, Republic Services,
Embarq, Verizon Wireless, AT&T Mobility, Intercall, 1Velocity,
and Cox Communications.

Prior to the Petition Date, certain of the Utility Providers --
Assured Utility Providers -- were provided letters of credit or
deposits from the Debtors as security for future services to be
provided by the Utility Providers:

    Utility                             LOC/Security
    -------                             ------------
    NV Energy                              $855,000
    Southwest Gas                           754,672
    Southwest Gas ? Las Vegas                 1,600
    Southwest Gas ? Sirius Ave.               6,530
    Las Vegas Valley Water                    5,250

The Other Utility Providers do not hold deposit from the Debtors.

The Debtors intend to pay postpetition obligations owed to the
Utility Providers in a timely manner.  Should the Debtors' bid to
use cash collateral be approved by the Court, the Debtors expect
that they will have ample liquidity to pay their postpetition
obligations to their Utility Providers.  Moreover, the Debtors
believe that the Assured Utility Providers are adequately
protected by the prepetition security deposits.  Nevertheless, to
provide additional assurance of payment for future services to
the Other Utility Providers, the Debtors propose to deposit
$25,000 into an interest-bearing account.

                Proposed Adequate Assurance
                   Request Procedures

The Debtors anticipate, however, that certain of the Other
Utility Providers may request additional adequate assurance.  The
Debtors therefore seek to establish reasonable procedures by
which any Utility Provider may request additional adequate
assurance of payment, in the event the Utility Provider believes
that the Proposed Adequate Assurance is inadequate.

  (1) Absent any further Court order, all Utility Providers are
      prohibited from discontinuing, altering, or refusing
      service on account of any unpaid prepetition charges, or
      requiring payment of an additional deposit or receipt of
      other security in connection with any unpaid prepetition
      charges or lack of adequate assurance.

  (2) If a Utility Provider is not satisfied with the Proposed
      Adequate Assurance, the Utility Provider must serve a
      written request seeking further protection on the Debtors
      and their counsel, stating:

      * the location for which Utility Services are provided,
      * the account number,
      * the outstanding balance for the relevant account,
      * the amount of deposit being held by the Utility
        Provider,
      * a summary of the Debtors' payment history for the
        account during the preceding 12 months, and
      * an explanation of why the Proposed Adequate Assurance is
        an inadequate assurance of payment.

  (3) The Request must be delivered so as to be actually
      received within 30 days of the date of the Order granting
      the Motion, to:

      (a) the Debtors
          c/o Fontainebleau Las Vegas Holdings, LLC
          19950 West Country Club Drive
           Aventura, Florida 33180
           Attn: Howard C. Karawan

      (b) the Debtors' proposed counsel
          Bilzin Sumberg Baena Price & Axelrod LLP
          200 South Biscayne Blvd.
          Suite 2500, Miami, FL 33131,
          Attn: Jason Jones, Esq.,

      (c) Co-Counsel for the Term Lender Steering Group
          Hennigan, Bennett & Dorman, LLP
          865 S. Figueroa Avenue
          Los Angeles, CA 90017
          Attn: Bruce Bennett, Esq.

          and

          Akerman Senterfitt
          One Southeast Third Avenue, 25th Floor
          Miami, Florida 33131
          Attn: Michael Goldberg, Esq.,

  (4) Without further Court order, the Debtors may enter into
      agreements granting additional adequate assurance to a
      Utility Provider serving a timely Request if the Debtors
      determine that the request is reasonable or if the
      parties negotiate alternate consensual provisions.

  (5) If the Debtors believe that a Request is unreasonable,
      within 30 days after the Request Deadline date, the
      Debtors will file a motion pursuant to Section 366(c)(2)
      of the Bankruptcy Code, seeking a determination from the
      Court that the Proposed Adequate Assurance offered by the
      Debtors constitutes adequate assurance of payment.
      Pending notice and a hearing on the Determination Motion,
      the Utility Provider that is the subject of the unresolved
      Request may not alter, refuse, or discontinue services to
      the Debtors.

  (6) Any Utility Provider that fails to make a timely Request
      will be deemed to have consented to the Debtors' Proposed
      Adequate Assurance as adequate assurance of payment within
      the meaning of Section 366, and will further be deemed to
      have waived any right to seek additional adequate
      assurance during the Chapter 11 Cases.

Accordingly, the Debtors ask the Court to:

  (i) prohibit all Utility Providers from altering, refusing, or
      discontinuing service to the Debtors on account of
      prepetition amounts outstanding or on account of any
      perceived inadequacy of the Debtors' proposed adequate
      assurance,

(ii) deem the Assured Utility Providers adequately assured of
      future payment by the Prepetition Security Deposits,

(iii) deem the Other Utility Providers assured of future
      payment by the Utility Deposit Account, and

(iv) establish procedures for determining requests for
      additional adequate assurance.

To the extent that they subsequently identify any additional
Utility Providers, the Debtors seek authority to amend the list
of Utility Providers to add or remove any additional Utility
Provider.

The Motion was initially heard on June 11.  The Court will
continue to consider the Motion on June 30, 2009.

                  About Fontainebleau Las Vegas

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

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

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

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


FRONTIER DRILLING: Moody's Upgrades Corp. Family Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Frontier Drilling ASA's
Corporate Family Rating to Caa1 from Caa2, Probability of Default
rating to Caa2 from Caa3, senior first secured debt ratings to B1
(LGD 2, 13%) from B2 (LGD 2, 10%) and the second lien term loan
rating to Caa2 (LGD 3, 45%) from Caa3 (LGD 3, 32%) The outlook is
positive.

The upgrade reflects that Frontier has now completed the extensive
maintenance and upgrade program which originally started in March
2006 and all four of its vessels are now on contract generating
cashflow.  The Phoenix drillship was the last of the rigs to start
earning contracted dayrates when it commenced operations in May
2009 following a three year $375 million major upgrade project.
With all of its rigs earning dayrate simultaneously, Froniter
should start generating positive cash flow this quarter, though
only marginal.  Beginning in Q3 '09, the company should produce
positive cash flow, which in turn should start to result in debt
reduction.

The upgrade also reflects Moody's reduced concern of Frontier
having covenant compliance issues through both improved earnings
and the expectation of debt reduction as well as the expectation
that Frontier will not need to rely on additional support from its
shareholders.

The positive outlook indicates Frontier could be upgraded in early
2010 if it has a sustained operating track record and the company
is meeting its projected earnings, cash flow, and debt reduction
targets.  While all rigs are currently working, it has only been
about a month and a more sustained operating track is needed
before an upgrade would be considered.  In addition, the current
leverage profile is still high and with no debt reduction expected
until Q3 '09, a higher rating at this point is premature.

An upgrade would also require the signing of a new contract (or
extension of the existing one) for the Seillean FPSO at no less
than current dayrates for at least another year.  The current
contract for the Seillean expires October 2009, and while it is
not expected to be the highest dayrate and cash flow generator for
the company, Moody's believe it is material enough to the
company's ability to improve its financial profile and thus would
be key to a higher rating.

The last rating action for Frontier Drilling ASA was on August 4,
2008, when Moody's changed the review of Frontier Drilling's
ratings to review with direction uncertain from review for
downgrade.

Frontier Drilling ASA, which is incorporated in Norway and has an
administrative office in Houston, Texas, is a subsidiary of
privately owned FDR Holdings Ltd., and is a specialized provider
of offshore contract drilling and production services to the oil
and gas industry.


GAINEY CORP: Files Disclosure Statement to Plan
------------------------------------------------
On June 1, 2009, Gainey Corporation, et al., filed with the U.S.
Bankruptcy Court for the Western District of Michigan a disclosure
statement with respect to their Joint Chapter 11 Plan of
Reorganization, dated as of June 1, 2009.

According to the Disclosure Statement, the Plan, in general,
provides for:

  -- a structured disposition of substantially all of the assets
     of the existing Debtors,

  -- the distribution of the proceeds of such dispositions to the
     holders of allowed secured claims under the Plan,

  -- the Debtors' utilization of Cash presently in the Debtors'
     possession to pay other claims under the Plan,

  -- the delivery of the Lender Note to the holders of Lender
     Secured Claims to evidence the repayment to the Agent of
     Working Capital that will be retained by the Debtors and
     transferred to a new business entity ("Newco") under the
     Plan, and

  -- the use of other Property by Newco during the term of the
     Property Lease, with the accompanying Lease Payments
     thereunder to be made to the Agent on account of the Lender
     Secured Claims.

Newco will be a new startup business entity, the sole initial
shareholder of which will be Carl Oosterhouse, the present chief
operating officer of the Debtors.

Pursuant to the Plan, Gainey Equity Interests under Class XII will
not receive any distribution under the Plan on account of said
Equity Interests.  Holders thereof are conclusively presumed to
have voted to reject the Plan.

Each holder of an Unsecured Liability Claim under Class VI will
retain all of said holder's rights and remedies against the
Debtors and with respect to any applicable insurance relating to
said Unsecured Liability Claim.

To the extent not previously modified or terminated pursuant to
order of the Bankruptcy Court, the automatic stay will be deemed
terminated immediately as of the Plan's Effective Date with
respect to any and all Unsecured Liability Claims for purposes of
permitting the liquidation of said Unsecured Liability Claims by a
court of competent jurisdiction, and permitting recourse to any
applicable insurance relating to said Unsecured Liability Claim.

To the extent any holder of an Unsecured Liability Claim will be
determined to hold a claim in excess of the amounts payable under
any applicable insurance of the Debtors, said holder will receive
5% of said excess amount, payable in Cash, by Newco, within 30
days of the date of the entry of a Final Order determining such
liability.

Lender Secured Claims under Class IV will retain all adequate
protection payments received by it during the Chapter 11 cases,
and will further receive the following:

  (a) on the Plan's Effective Date, its Pro Rata share of the
      Lender Cash Dividend;

  (b) its Pro Rata share of the Lease Payments to be made by
      Newco, as set forth in Section 5.1 of the Pan;

  (c) its Pro Rata interest in the Lender Note, and the payments
      thereunder, as set forth in Section 5.1 of the Plan; and

  (d) the Rolling Stock Disposition Proceeds, as set forth in
      Section 5.1 of the Plan.

              Classification of Claims and Interests

The Plan segregates the various claims and equity interests into
13 classes:

    Class I    -- Other Priority Claims
    Class II   -- Secured Tax Claims
    Class III  -- Other Secured Claims
    Class IV   -- Lender Secured Claims
    Class V    -- Insurer Secured Claims
    Class VI   -- Unsecured Liability Claims
    Class VII  -- Convenience Claims
    Class VIII -- Lender Unsecured Claims
    Class IX   -- Other Unsecured Claims
    Class X    -- Intercompany Unsecured Claims
    Class XI   -- Subordinated Insider Unsecured Claims
    Class XII  -- Gainey Equity Interests
    Class XIII -- Affiliate Equity Interests

Classes III, IV, VI, VII, VIII, and IX are impaired and entitled
to vote to accept or reject the Plan.

Classes X, XI, XII, and XIII are impaired and are deemed to have
rejected the Plan as a result fo their treatment under the Plan.

Classes I, II, and V are unimpaired and are conclusively presumed
to have accepted the Plan and is not entitled to accept or reject
the Plan.

                             Cramdown

Pursuant to the "cramdown" provisions of the Bankruptcy Code, the
Debtors may seek confirmation of the Plan, despite the
non-acceptance of one or more impaired Classes of Claims and or
Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan of Reorganization is available for
free at http://bankrupt.com/misc/gaineycorp,DS.pdf

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GENARO MENDOZA: Meeting of Creditors Set for July 17 in California
------------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Genaro Mendoza's Chapter 11 case on July 17, 2009, at 2:30 p.m.
The meeting will be held at Office of the U.S. Trustee, 777 Sonoma
Ave. No. 116, Santa Rosa, California.

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.

Petaluma, California-based Genaro Mendoza, aka George Mendoza and
Mendoza Investment, filed for Chapter 11 on June 3, 2009 (Bankr.
N.D. Calif. Case No. 09-11678).  John H. MacConaghy, Esq., at
MacConaghy and Barnier represents the Debtor in its restructuring
efforts.  The Debtor listed $100 million to $500 million in assets
and 50 million to $100 million in debts.


GENERAL MOTORS: Sold Defective Vehicles to Continue to Cause Woes
-----------------------------------------------------------------
A new report predicts that defective General Motors and Chrysler
vehicles sold before the bankruptcies will continue to cause
deaths and injuries long after the companies emerge as new
entities.  Based on data provided by both automakers to the
National Highway Traffic Safety Administration, more than 3,400
Americans will be injured or killed by a defective Chrysler or GM
vehicle during the first year of the post-bankruptcy era.  The
report, "Public Safety at Risk: Bankruptcies Leave Legacy of
Defects, Injuries and Deaths," also forecasts fewer recalls for
vehicles built by the old companies, decreasing public safety.

The report examines the consequences of a provision in the GM and
Chrysler bankruptcies which allows the automakers to shed
liability for the vehicles built pre-bankruptcy.  While both would
be responsible for launching recalls and repairing defects in
their current fleet, they would not be responsible for injuries
and deaths caused by those defects.  This leaves thousands of
individuals and families who have current claims uncompensated for
injuries or deaths caused by defective vehicles.  The loophole
will also wipe out any future claims.

The report, released by Safety Research & Strategies, finds that
between the third quarter of 2003 and the fourth quarter of 2008,
Chrysler fielded 3,497 death and injury claims; GM fielded 15,284.
These represent an annual average of 636 and 2,779 casualties
(individual deaths and injuries) respectively.  With more than
40 million vehicles in the U.S. fleet, the two companies accounted
for 47 percent of all claims filed against auto manufacturers
during that time period.  Yet, GM and Chrysler only represent 38
percent of the market share.

"Combined, GM and Chrysler have a disproportionate share of the
claims," said Sean Kane, president and CEO of Safety Research &
Strategies, "And there is every reason to conclude that the injury
and death rates will continue.  But the claims will disappear and
that will impact the rate of GM and Chrysler recalls and public
safety in the future."

From 2004 to 2008, Chrysler issued 109 recalls, affecting
11.4 million vehicles; GM launched 129 recalls, affecting
19 million vehicles.  The absence of death and injury claims will
likely decrease the number of recalls and remedies GM and Chrysler
will conduct after the bankruptcies.

"Automakers and NHTSA use death and injury data to monitor and
recall defective vehicles," Mr. Kane added.  "If the claims aren't
filed, we lose an important defect surveillance tool.  And if the
companies bear no liability for deaths and injuries caused by the
uncorrected defects, what incentive do they have to recall?"

The report, which includes a full state-by-state breakdown of
claims, finds that Texas, California, Florida, Ohio and New York
lead the nation in Chrysler and GM death and injury claims.  The
states with the least number of claims are Washington, D.C., North
Dakota, Vermont, Wyoming, and South Dakota.

Safety Research & Strategies -- http://www.safetyresearch.net
-- is a consulting and advocacy firm based in Rehoboth, MA.

                       About General Motors

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

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

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

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


GOLF CLUB AT BRIDGEWATER: Impasse on Loans Caused Filing
--------------------------------------------------------
The Golf Club at Bridgewater, L.L.C.'s bankruptcy filing is due to
an impasse concerning almost $2.8 million in loans from Whitney
National Bank, Kyle Kennedy at The Ledger reports, citing Golf
Club's lawyer, David Jennis.

According to The Ledger, Mr. Jennis said, "The full intention is
to keep the course operational and make sure it's on solid
financial footing.  The course will stay open, and as far as the
outside world is concerned, it will be business as usual."

Court documents say that Golf Club had a $2.5 million construction
loan and a $250,000 line of credit from Whitney National.  The
course was scheduled to open in January 2007 but permitting issues
with the City of Lakeland dragged on until October, requiring an
extension of the credit line.  A loan officer with Whitney
National told Golf Club officials that the credit wouldn't be
renewed and demanded payment.  According to court documents, the
credit dispute went unresolved until Whitney National declared the
construction loan in default, suing Golf Club in February 2009.

The construction loan was affected by a cross-default provision in
Golf Club's agreement, The Ledger relates, citing Mr. Jennis.  The
report quoted Mr. Jennis as saying, "Bridgewater continued to pay
on the monthly debt service on the larger line.  There was no
monetary default."  Court documents say that Golf Club failed to
pay its legal fees and operational costs, leading to the
bankruptcy.

Lakeland, Florida-based The Golf Club at Bridgewater, L.L.C., is a
semi-private course off State Road 33 North.  The Company filed
for Chapter 11 bankruptcy protection on May 20, 2009 (Bankr. M.D.
Fla. Case No. 09-10430).  David S. Jennis, Esq., at Jennis &
Bowen, P.L., assists the Company in its restructuring efforts.
The Company listed $1,000,001 to $10,000,000 in assets and
$1,000,001 to $10,000,000 in debts.


GREATER ATLANTIC: Inks Pact to Merge With MidAtlantic Bancorp
-------------------------------------------------------------
Greater Atlantic Financial Corp., the parent company of Greater
Atlantic Bank, has entered into a definitive Agreement and Plan of
Merger with MidAtlantic Bancorp, Inc., a Virginia corporation and
GAF Merger Corp., a Virginia corporation formed to facilitate the
merger -- Acquisition Sub.

Pursuant to the Agreement and Plan of Merger, MidAtlantic will
acquire GAFC.

MidAtlantic is a newly organized corporation formed in connection
with the transaction by Comstock Partners, LC, a Northern
Virginia-based private investor group.  Upon consummation of the
transaction, MidAtlantic will become a savings and loan holding
company of Greater Atlantic Bank.  MidAtlantic expects to
recapitalize Greater Atlantic Bank upon the closing of the merger.

Under the terms of the Agreement and Plan of Merger, each holder
of GAFC common stock will receive $0.10 in cash for each share
held.  In connection with the transaction, GAFC also will initiate
a tender offer for the outstanding trust preferred securities
issued by its subsidiary, Greater Atlantic Capital Trust I, for
aggregate consideration not to exceed $688,558.  The directors of
GAFC and certain other trust preferred holders have agreed to
tender their trust preferred securities for $0.01 per share.  The
amount that would have been paid to these directors and certain
other holders of the trust preferred securities above the $0.01
per share will be allocated to the remaining trust preferred
holders to provide them with a greater return.

The Agreement and Plan of Merger is subject to approval by GAFC's
shareholders, receipt of necessary regulatory approvals and
satisfaction of certain customary representations and warranties
and conditions.  The acquisition is also conditioned upon
satisfaction of these matters prior to the close of the
transaction:

   (a) the tender of at least 816,627 shares (out of 960,738
       shares outstanding) of the GACT trust preferred securities,
       and

   (b) the elimination or modification to the satisfaction of
       MidAtlantic of the operating constraints that currently
       apply to Greater Atlantic Bank under orders issued by the
       Office of Thrift Supervision, the primary federal regulator
       of Greater Atlantic Bank.

MidAtlantic and GAFC have each completed their due diligence.  The
transaction is expected to be completed in the third quarter,
subject to regulatory and shareholder approvals.

All of the directors of GAFC have agreed to vote their shares in
favor of the approval of the Agreement and Plan of Merger at the
shareholders meeting to be held to vote on the proposed
transaction.  If the merger is not consummated under certain
circumstances involving an alternative transaction, GAFC has
agreed to pay MidAtlantic a termination fee.

A full-text copy of the Agreement and Plan of Merger is available
at no charge at http://ResearchArchives.com/t/s?3e18

As reported by the Troubled Company Reporter on June 1, 2009,
Greater Atlantic's banking subsidiary, Greater Atlantic Bank,
entered into a Stipulation and Consent to the issuance of a Prompt
Corrective Action Directive with the Office of Thrift Supervision
effective May 22, 2009.  The Bank consented to the appointment by
the OTS of a conservator or receiver or other legal custodian at
any time the Bank is significantly undercapitalized.  The
Stipulation and Consent addresses the Bank's failure to operate
under an accepted capital restoration plan and imposes various
corrective measures and operational limitations mandated by
statute.

As of March 31, 2009, the Bank was significantly undercapitalized
for purposes of the prompt corrective action provisions of the
Federal Deposit Insurance Act.  The Directive was issued when the
OTS notified the Bank that its filed capital restoration plan was
unacceptable and directs the Bank to be recapitalized by a merger
with or being acquired by another financial institution or other
entity, or by the sale of all or substantially all of the Bank's
assets and liabilities to another financial institution or other
entity, within 10 days of the effective date of the Directive
pursuant to a written definitive agreement, which the Bank is
required to submit to the OTS within 5 days of the effective date
of the Directive unless extended in writing by the OTS.

By letter dated May 22, 2009, the OTS modified the Directive to
extend the 5 day time frame to June 15, 2009, and the 10 day
recapitalization deadline to July 31, 2009.  The Directive also
authorizes the OTS to undertake marketing efforts to assist the
Bank in its efforts to consummate a possible recapitalization
transaction.

The Directive also requires the Bank to achieve and maintain, at a
minimum, these ratios within 10 days from the effective date of
the Directive:

   (i) Total Risk Based Capital Ratio of 8%;
  (ii) Tier 1 Core Risk Based Capital Ratio of 4%; and
(iii) Leverage Ratio of 4%.

                     About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of December 31, 2008, the Company's balance sheet showed total
assets of $215,151,000 and total liabilities of $222,905,000,
resulting in total stockholders' deficit of $7,754,000.

                        Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREENHUNTER BIOFUELS: WestLB AG Waives Default Until November 15
----------------------------------------------------------------
GreenHunter Biofuels, Inc., executed a definitive Amendment to its
existing Credit Agreement with WestLB AG in the original principal
amount of $38.5 million and $10 million, the Company's term loan
and working capital line of credit with the Lender, respectively.
The loan facilities are secured predominantly by the Company's
existing biodiesel refinery assets located in Houston, Texas.

Pursuant to the terms and conditions of the Amendment to the
Credit Agreement, the Lender has agreed to waive any claims of
Events of Default until November 15, 2009.  Additionally, due to
the anticipated settlement of certain business interruption and
property damage insurance claims with various underwriters related
to damages sustained at GreenHunter BioFuels from Hurricane Ike in
September 2008, the Lender will receive a significant paydown on
its loans, and additionally will postpone the repayment of the
balance of its term loan until November 15, 2009.  All remaining
funds due from insurance proceeds will be used at GreenHunter
BioFuels to fund existing working capital requirements.

Additionally, GreenHunter BioFuels has retained an investment
banking firm that will be seeking a potential buyer of the assets,
possible domestic or international strategic partners, alternative
financing possibilities of the existing assets, potential new
equity capital, and working capital in a sufficient amount to
possibly return the Houston biodiesel refinery to operational
status.

Commenting on the definitive Amendment to the Company's existing
Credit Agreement with WestLB, Gary C. Evans, Chairman, President,
and CEO of GreenHunter Energy, stated, "By amending our existing
Credit Agreement with WestLB, we have positioned the Company in a
manner that should allow us time to seek a number of solutions to
our present financial situation. This is especially important now
that credit markets have begun to improve and crude oil prices,
which have a direct correlation to the price of biodiesel, have
recently increased.  We are also hopeful that the Federal
Government will begin funding the many incentives that have been
promised under the new Administration for our industry."

Based in Grapevine, Texas, GreenHunter Biofuels, Inc., is a
refiner and producer of EN and ASTM quality biodiesel.  The
Company is a wholly owned subsidiary of GreenHunter Energy, Inc.
(NYSE AMEX: GRH).  The assets of GreenHunter Energy --
http://www.greenhunterenergy.com/-- consist of leases of real
property for future development of wind energy projects located in
Montana, California, Texas, and Wyoming and The Peoples Republic
of China, one of the nation's largest biodiesel refinery located
in Houston, Texas, a biomass-fired power plant located in Brawley,
California, and an option to lease acreage associated with a
terminaling facility in Port Sutton, Florida.


HARTMAX CORP: Gets Six Expressions of Interest
----------------------------------------------
Matthew Daneman at Democrat and Chronicle reports that Hartmarx
Corp. has received six bids for its business.  Emerisque, which
offered $128.4 million for Hartmax, has been named as the lead
bidder, Democrat and Chronicle states.  Democrat and Chronicle
relates that other than London-based equity firm Emerisque, these
five firms have submitted initial indications of interest:

     -- Affliction Holdings LLC,
     -- Mistral Capital Management LLC,
     -- Perry Ellis International Inc.,
     -- Versa Capital Management Inc., and
     -- Western Glove Works.

According to Democrat and Chronicle, the auction is set for
June 24.  The report says that it was unclear whether any of those
five submitted bids on Monday.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAWAIIAN TELCOM: Committee Members Permitted to Trade Claims
------------------------------------------------------------
The Official Committee of Unsecured Creditors presented to the
U.S. Bankruptcy Court for the District of Hawaii information
blocking procedures and protocol permitting trading in claims
against the Debtors, including securities as defined in Section
2(a)(1) of the Securities Act and bank debt, which are
known as Covered Claims, in certain situations.

Co-counsel to the Official Committee of Unsecured Creditors in
Hawaiian Telcom Communications Inc.'s case, Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii,
informed the Court on June 3, 2009, that no objections or
responses were filed with respect to the Committee's Motion to
Permit Trading of Claims.  He, however, noted that certain parties
sought revisions to the proposed order, which the Committee agreed
to.  A revised order was submitted to the Court to reflect this
language:

  Any Committee member that wishes to trade in the Covered
  Claims will file with the Court a member declaration, which
  will be executed by each individual performing Committee-
  related activities in the Debtors' Chapter 11 cases.  A full-
  text copy of the Member Declaration is available for free:
  http://bankrupt.com/misc/HawTel_MemberDeclaration.pdf

Subsequently, Judge Lloyd King granted the Committee's request on
June 8, 2009.

Mr. Muzzi relates that although members of the Committee owe
fiduciary duties to the creditors of the Debtors' estates, each
Committee member also has fiduciary duties to maximize returns to
its clients through trading securities.  He continues that if a
Committee member is barred from trading the Covered Claims during
the pendency of these Chapter 11 cases because of its duties to
other creditors, it may risk the loss of a beneficial investment
opportunity for itself or its clients and may breach its fiduciary
duty to its clients.  In the alternative, if a Committee Member is
compelled to resign from the Committee because of its inability to
trade for the benefit of itself and its clients, its interests may
be comprised by virtue of its taking a less active role in the
reorganization process, Mr. Muzzi notes.  Against this backdrop,
he contends, the Committee Member should not be forced to choose
between serving on the Committee and risking the loss of
beneficial investment opportunities or service on the Committee
and possibly compromising its responsibilities by taking a less
active role in the reorganization process.

In conjunction with the existing information blocking procedures,
the Committee Members agree to establish and maintain these
internal procedures:

(1) Committee Personnel will execute a letter acknowledging
     that it may receive a non-public information and that it is
     aware of the information blocking procedures, which are in
     effect with respect to the Covered Claims and will follow
     the procedures and will inform the Committee counsel and
     the U.S. Trustee if the procedures are breached.

(2) Committee Personnel will not directly or indirectly
     share any non-public information generated by, received
     from, or relating to Committee activities or Committee
     membership with any other employees, representatives or
     agents of the Committee Member, including the Committee
     Member's investment advisory personnel.  Committee
     Personnel will use good faith efforts not to share any
     material information concerning these Chapter 11 cases with
     any employee of the Committee Member engaged in trading
     activities with respect to the Covered Claims on behalf of
     the Committee Member or its clients, except that a good
     faith communication of publicly available Information will
     not be presumed to be a breach of the obligations of the
     Committee Member or any Committee Personnel.

(3) Committee Personnel will maintain all files containing
     information received in connection with or generated from
     committee activities in secured cabinets inaccessible to
     other employees of the Committee Member.

(4) Committee Personnel will not receive any information
     regarding the Committee Member's trades in the Covered
     Claims in advance of the execution of trades, but Committee
     Personnel may receive trading reports showing the Committee
     Member's purchases and sales and ownership of the Covered
     Claims on a bi-weekly basis.

(5) The Committee Member's compliance personnel will review on
     a weekly basis the Committee Member's trades of the Covered
     Claims to determine if there is any reason to believe that
     the trades were not made in compliance with the information
     blocking procedures.

(6) So long as the Committee Member is a member of the
     Committee, it will disclose to the United States Trustee
     any decrease in principal dollar amount of the Covered
     Claims held by the Committee Member or its clients, which
     results in holdings being less than the lesser of $15
     million in principal or 113 of the aggregate holdings of
     the Committee Member and in its clients' accounts at the
     Committee Member as of the date of the Committee Member's
     appointment to the Committee, and any increase in dollar
     amount of the Covered Claims held by the Committee Member
     or its clients, which results in an increase in aggregate
     holdings of more than $150 million or 2/3 of the aggregate
     holdings of the Committee Member and in its clients'
     accounts at the Committee Member as of December 12, 2008,
     date of the Committee appointment, within 10 days of trade
     or trades aggregating more than $150 million.

(7) So long as the Committee Member is a member of the
     Committee, its chief compliance officer will disclose to
     the Committee's counsel and the U.S. Trustee every 6 months
     a declaration verifying continued compliance with the
     procedures.

(8) The Committee Member will immediately disclose to the
     Committee's counsel and the U.S. Trustee and file with the
     Court a disclosure of any breaches of the procedures.

The Committee Personnel may share Information with:

  -- senior management of the Committee Member who, due to
     its duties and responsibilities, has a legitimate need
     to know the Information, provided that the individuals (i)
     comply with the Screening Wall Procedures; and (ii) use the
     Information only in connection with their senior managerial
     Responsibilities; and

  -- regulators, auditors, designated legal and compliance
     personnel to render legal advice to the Committee
     Personnel, and to the extent that the Information may be
     accessible by internal computer systems, the Committee
     Member's administrative personnel who service and maintain
     the systems, each of whom will agree not to share
     Information with other employees and will keep the
     Information in files inaccessible to other employees; and

  -- other employees, representatives and agents of the
     Committee Member who (i) are not involved with trading or
     investment advisory activities with respect to the Covered
     Claims and (ii) execute a Confidentiality Letter.

Each of the Committee Personnel has agreed to submit a
declaration affirming its compliance with the Screening Wall and
information blocking procedures, prior to the Committee Member
engaging in the trading of Covered Claims.

Moreover, the Screening Wall Procedures will apply with respect
to any affiliate of the Debtors that files for bankruptcy after
entry of an order approving the Motion, provided that:

  (i) the Committee Member or its counsel has received prior
      notice of the bankruptcy filing;

(ii) the order grants the Committee Member the right to file a
      proposed order setting forth alternative information
      blocking procedures for the entity;

(iii) if no objections are filed within five days, the proposed
      order may be entered by the Court; and

(iv) if an objection is filed, the Court may schedule a hearing
      on the matter.

Accordingly, Mr. Muzzi notes that the Screening Wall Procedures
are designed to prevent a Committee Member's trading personnel,
investment advisory personnel, and trading personnel from the
Committee Member's affiliates from receiving any non-public
information concerning the Debtors' Chapter 11 cases through the
Committee Personnel who are performing activities related to the
Committee in the Debtors' Chapter 11 case and to prevent
Committee Personnel from receiving information regarding a
Committee Member's trading in Covered Claims in advance of
trading.

In addition, the Committee asks the Court to determine that the
Committee Members will not violate their fiduciary duties as
Committee members and will not subject their interests or claims
to possible disallowance, subordination, or other adverse
treatment by trading in the Covered Claims during the pendency of
the Debtors' Chapter 11 cases, provided that the Committee
Members comply with the Screening Wall Procedures.

                       About Hawaiian Telcom

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

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

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

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

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


HEIDTMAN MINING: Seeks to Access DIP Facility From R & R
--------------------------------------------------------
Heidtman Mining LLC asks the U.S. Bankruptcy Court for the
Western District of Arkansas for permission to access $600,000 in
postpetition financing from R & R Partners Limited Partnership
holds approximately 10% of the equity interest in the Debtor.

Proceeds of the DIP facility will be used to pay ordinary and
necessary operating and legal expenses of the Debtor.

The DIP facility is priced at 8% annual compounding interest for
the first 180 days of this case.

The lender will have a senior administrative expense claim secured
by a lien in all of the Debtor's unencumbered estate property.

Headquartered in Toledo, Ohio, Heidtman Mining LLC filed for
Chapter 11 protection on June 12, 2009 (Bankr. W.D. Ark. Case
No. 09-72912).  The Debtor listed assets between $10 million and
$50 million, and debt between $50 million and $100 million.


HEIDTMAN MINING: Wants to Hire Cox Smith as Bankruptcy Counsel
--------------------------------------------------------------
Heidtman Mining LLC asks for permission from the U.S. Bankruptcy
Court for the Western District of Arkansas to employ Cox Smitn
Matthews Incorporated as its bankruptcy counsel.

The firm will:

   a) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of action on
      behalf of the Debtor, the defense of any bankruptcy court
      action commenced against the Debtor, the negotiation of
      disputes in which the Debtor is involved, and the
      preparation of objections to claims filed against the
      Debtor's estate;

   b) prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration and prosecution of the
      Debtor's chapter 11 case;

   c) assist the Debtor in connection with any proposed sale of
      assets pursuant to Section 363 of the Bankruptcy Code;

   d) advise the Debtor on legal issues related to bankruptcy,
      regulatory, energy and natural resources, employment, and
      tax law matters or other such services as requested; and

   e) perform all other legal services in connection with the
      Chapter 11 case that are reasonable or necessary to satisfy
      the obligations and duties required of a Chapter 11 debtor.

The firm's professionals will receive compensation at these rates:

      Professional             Designation   Hourly Rate
      ------------             -----------   -----------
      George H. Tarpley, Esq.  Shareholder     $550
      M. Jermaine Watson, Esq. Associate       $295
      Deborah Andreacchi       Paralegal       $165

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

Headquartered in Toledo, Ohio, Heidtman Mining LLC filed for
Chapter 11 protection on June 12, 2009 (Bankr. W.D. Ark. Case
No. 09-72912).  The Debtor listed assets between $10 million and
$50 million, and debt between $50 million and $100 million.


HEIDTMAN MINING: Proposes Chisenhall Nestrud as Local Counsel
-------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Heidtman Mining, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Arkansas, Fort Smith Division,
to hire Chisenhall, Nestrud & Julian, P.A., as local counsel
effective June 12, 2009.

Nestrud will, among other things, (i) take all actions necessary
to protect and preserve the Debtor's estate, and (ii) advise the
Debtor on legal issues related to bankruptcy, regulatory energy
and natural resources, employment, and tax law matters.

CNJ was retained by an owner of the Debtor in July 2005 to assist
the Debtor in its defense in various lawsuits.  The firm has been
paid on an hourly basis for that work.

For work during the Debtor's chapter 11 case, the primary
attorneys and paralegals within CNJ will charge the Debtor at
these rates:

   Professional         Position          Hourly Rate
   ------------         --------          -----------
   Mark W. Hodge        Partner            $200.00
   Charles R. Nestrud   Senior Partner     $225.00
   Jason W. Earley,     Associate          $175.00
   Angela Martin        Paralegal           $80.00

Mark W. Hodge, Esq., asserts that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm may be contacted at:

    Charles R. Nestrud, Esq.
    Mark W. Hodge, Esq.
    CHISENHALL, NESTRUD & JULIAN, P.A.
    400 West Capitol Avenue
    2840 Regions Center
    Little Rock, Arkansas 72201
    Tel: (501) 372-5800
    Fax: (501) 372-4941

The events necessitating the Debtor's chapter 11 filing stem from
operating losses of the Debtor's coal mining business, which
prevented the Debtor from paying its debts and satisfying its
state and federal regulatory obligations in the ordinary course of
business.  Recently, the Debtor replaced prior management and
brought in a new consultant to assess the conditions at the mine
and advise on future operations. Nevertheless, the Debtor believes
that its business can be profitable and is confident that the
chapter 11 case will allow sufficient time to stabilize its
operations to maximize the value of its estate for the benefit of
creditors and other parties-in-interest.

                       About Heidtman Mining

Heidtman Mining LLC is a coal mining company registered to conduct
business as a foreign entity in the state of Arkansas.  Heidtman
owns and operates a mine in Hartford, Arkansas; however, the mine
is currently idle.


HENDRICKS FURNITURE: Gets Interim Approval to Use $2MM BB&T Loan
----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina authorized Hendricks Furniture
Group LLC and its debtor-affiliates to obtain $2 million in
postpetition financing from Branch Bank and Trust Company.  The
Debtors owe about $21 million to the lender from prepetition
loans.

The DIP financing will incur interest at prime plus 2%.  Proceeds
from the DIP facility will be used to pay the expenses of
operating their businesses including without limitation, salaries,
administrative and leasing costs, utilities, services, repairs,
maintenance, insurance cost and acquisition of inventory in their
capacity as debtors-in-possession, according to the Debtors.

A hearing is set for June 29, 2009, at 2:00 p.m., to consider
final approval of the DIP facility.  Objections, if any, are due
June 12, 2009.

Headquartered in Hickory, North Carolina, Hendricks Furniture
Group LLC -- http://www.boyles.com/-- make and sell furniture.
The company and two of its affiliates filed for Chapter 11
protection on June 10, 2009 (Bankr. W.D.N.C. Lead Case No.
09-50790).  Albert F. Durham, Esq., at Rayburn, Copper & Durham,
P.A., represents the Debtors' in their restructuring efforts.  The
Debtors posted assets between $50 million and $100 million, and
debts between $10 million and $50 million.


HENDRICKS FURNITURE: Proposes Rayburn Cooper as Bankr. Counsel
--------------------------------------------------------------
Hendricks Furniture Group, LLC, and its affiliates seek approval
from the U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, to hire Rayburn Cooper & Durham,
P.A., as bankruptcy counsel effective June 10, 2009.

RC&D has informed the Debtors that its billing rates for the year
2009 vary from $260 to $550 per hour for partners, $180 to $250
per hour for associates and $125 per hour for paraprofessionals.
RC&D will also seek reimbursement of actual and necessary expenses
incurred in its representation of the Debtors.

RC&D will, among other things, (i) provide legal advice with
respect to the Debtors' powers and duties; (ii) prepare and pursue
confirmation of a plan and approval of a disclosure statement, and
(iii) prepare on behalf othe Debtors necessary applications,
motions, answers, orders, reports and other legal papers.

Albert F. Durham, Esq., a member of RC&D, assures the Bankruptcy
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The firm may be contacted at this address:

     Albert F. Durham, Esq.
     Rayburn Cooper & Durham, P.A.
     1200 Carillon, 227 W. Trade St.
     Charlotte, NC 28202
     Tel: 704-334-0891

Based in Hickory, North Carolina, Hendricks Furniture Group, LLC
-- http://www.boyles.com/-- is comprised of Boyles Distinctive
Furniture, with five retail locations across North and South
Carolina, and rug importer and distributor Naja Rugs.  Hendricks
and its sister company Classic Moving and Storage, serve customers
throughout the U.S.

Hendricks Furniture Group and two affiliates filed for Chapter 11
protection on June 10, 2009 (Bankr. W.D. N.C. Lead Case No.
09-50790).  Judge J. Craig Whitley presides over the cases.
Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A., serves
as bankruptcy counsel.  When they filed for bankruptcy, the
Debtors disclosed assets to be within $50 million to $100 million
and debts to be within $10 million to $50 million.


HENRY DUNAY DESIGNS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Henry Dunay Designs, Inc.
        22 W.48th Street
        New York, NY 10036

Bankruptcy Case No.: 09-13969

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Jay L. Silverberg, Esq.
                  Sills Cummis & Gross
                  One Rockefeller Center
                  New York, NY 10022
                  Tel: (212) 500-1587
                  Email: jsilverberg@sillscummis.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 Henry Dunay, president of the Company.


HUNTSMAN CORP: Cuts $1.7BB Settlement With Banks on Failed Merger
-----------------------------------------------------------------
Huntsman Corporation has reached agreement with Credit Suisse and
Deutsche Bank to settle Huntsman's claims and end the ongoing
trial against them in Texas state court for fraud and tortious
interference in connection with Huntsman's terminated merger
agreements with Basell and Hexion Specialty Chemicals, Inc.

Under the terms of the settlement agreement, the Banks were to
provide to Huntsman on Tuesday:

    -- $620 million in cash

    -- $500 million senior secured term loan financing, 7-year
       term at LIBOR + 2.25%;

    -- $600 million unsecured note financing, 7 year term at 5.5%

    -- $12 million reimbursement of litigation costs

Including the $1.0 billion settlement with Hexion and Apollo in
December of 2008, cumulative settlement proceeds total in excess
of $2.7 billion.

In their statement, Credit Suisse Securities (USA) LLC and
Deutsche Bank Securities Inc. said they have chosen to resolve the
matter for $316 million each.  In addition, Credit Suisse and
Deutsche Bank will each provide $550 million of senior debt
financing to Huntsman International LLC, a subsidiary of Huntsman,
to be repaid over seven years.  These loans will benefit
Huntsman's capital structure and strengthen the Banks'
historically strong lending relationships with Huntsman.

The Banks said, "While we believe strongly in the merits of our
case, we felt it was in our best interests to resolve the
litigation for $316 million each.  We are pleased to have the
litigation behind us."

Huntsman said the settlement proceeds from the Banks will be used
to repay certain of its outstanding indebtedness and further
enhance the company's liquidity.

The company intends to continue to pay its quarterly dividend of
$0.10 per share. It is currently expected that Huntsman will use
settlement proceeds to repay its $295 million of senior secured
notes (due 2010, rate of 11.625%).  Huntsman also intends to
substantially reduce the size of its current revolving credit
facility due 2010.  Huntsman expects the $620 million of cash
proceeds to incur cash taxes at a rate of approximately 23% which
will eliminate its domestic tax net operating loss position.

Peter Huntsman, President and CEO, stated, "This settlement with
the Banks marks a very successful conclusion to this litigation
for the company and all of its stakeholders.  The cash and
financing will enhance our already enviable cash position to more
than approximately $1.7 billion and provide us much greater
flexibility as we manage our business.  The financing offers us a
much lower average cost of borrowing and extends the maturities of
our borrowings such that the earliest meaningful maturity is July
2012.  We are well positioned to prosper as we move forward past
this concern."

Jon M. Huntsman, Founder and Executive Chairman of Huntsman
Corporation, commented, "I am very pleased with this settlement by
the Banks.  Our officers and trial team did an outstanding job at
trial and I believe this settlement reflects those efforts and the
integrity with which our company conducts its business.  We will
put these proceeds to good use as we press forward to write the
next successful chapter of our company history."

Pro forma net debt as of March 31, 2009 reduces from $3.3 billion
to $2.8 billion.  A summary of the company's debt, pro forma
adjusted to include the likely use of settlement proceeds:

    Huntsman Corporation
    Pro Forma Capitalization as of March 31, 2009

                                                       Pro forma
    $in Millions              03/31/09   Adjustments   03/31/09
                              --------   -----------   ---------
    Debt:
       Senior Secured Credit
        Facility                1,524         500(a)      2,024
       Senior Secured Notes       295        (295)            -
       Senior Notes               198         600(a)        798
       Sr Subordinated Notes    1,238           -         1,238
       Other Debt                 284           -           284
       HC Convertible Notes       235           -           235

    Total Debt                  3,774         805         4,579

    Total Cash                    473       1,271(b)      1,744

    Net Debt                   $3,301                    $2,835

    Off Balance Sheet A/R
     Securitization              $328                      $328


    (a) Bank settlement financing at face value, future GAAP
        financial statements will reflect at fair market value
        which may differ from the face amount.

    (b) Cash adjustments exclude the benefit of litigation
        reimbursement costs of up to $12 million and are net of
        estimated cash taxes of $144 million.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.

As reported by the TCR on March 19, 2009, Standard & Poor's
Ratings Services said it lowered its ratings on Huntsman Corp.,
including its corporate credit rating to 'B' from 'BB-'.  The
ratings remain on CreditWatch with negative implications.  At the
same time, S&P assigned its '5' recovery rating, indicating the
expectation of modest recovery (10%-30%) in the event of a
default, to Huntsman International LLC's existing $300 million
senior unsecured notes. S&P also assigned a '6' recovery rating,
indicating the expectation of negligible recovery (0%-10%) in the
event of a default, to Huntsman International LLC's existing
subordinated notes aggregating $1.285 billion.


IDEARC INC: Deregisters Unsold Shares Related to Employee Plans
---------------------------------------------------------------
Idearc Inc. filed a Post-Effective Amendment on Form S-8 with the
Securities and Exchange Commission to deregister all shares of
common stock and plan interests not sold pursuant to Registration
No. 333-141604 filed on Form S-8 on March 27, 2007.

The Registration Statement, the Company explains, registered
6,000,000 shares of Idearc common stock, par value $0.01 per
share, which were to be offered and sold pursuant to the Idearc
Savings Plan for Management Employees, the Idearc Savings and
Security Plan for New York and New England Associates and the
Idearc Savings and Security Plan for Mid-Atlantic Associates.

The plans were collectively merged effective December 31, 2008,
and renamed The Idearc Savings Plan.

On November 17, 2008, the Company terminated the Plan feature that
allowed Plan participants to invest in Idearc stock funds holding
shares of Common Stock.  Accordingly, as of November 17, 2008, no
new investments in Common Stock could be made under the Plan.

Idearc also made a Form 15 filing with the Commission to terminate
the registration of common stock and plan interests associated
with the Idearc Savings Plan for Management Employees, the Idearc
Savings and Security Plan for New York and New England Associates
and the Idearc Savings and Security Plan for Mid-Atlantic
Associates.

                        About Idearc Inc.

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

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

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


ION MEDIA: U.S. Trustee Appoints 4 Members to Creditors Panel
-------------------------------------------------------------
The United States Trustee for Region 2 has appointed four members
to the Official Committee of Unsecured Creditors in the
bankrujptcy cases of ION Media Networks, Inc.

The Committee members are:

    -- Wilmington Trust Company
    -- Manufacturers & Traders Trust Company
    -- CBS Studios, Inc. and King World Prods, Inc.
    -- Richland Towers - NYC LLC

As reported by the Troubled Company Reporter on May 20, 2009, ION
Media filed for Chapter 11 protection after reaching an accord
with a group of holders of over 60% of its first lien senior
secured debt on the terms of a pre-negotiated financial
restructuring that would extinguish all of its indebtedness
through a debt-to-equity conversion.

The financial restructuring contemplates extinguishing over $2.7
billion in legacy indebtedness and preferred stock and
capitalizing the company with a $150 million new funding
commitment underwritten by a group of first lien holders.
Participation in the new funding commitment, which is part of a
$300 million facility that converts into equity upon completion of
the restructuring, will be made available to all holders of ION's
first lien senior secured debt.

                  About ION Media Networks, Inc.

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D. N.Y. Case No. 09-13125).
Holland & Knight LLP is the Debtors' corporate counsel.  Moelis &
Company LLC is the Debtors' financial advisor.  Ernst & Young LLP
is the Debtors' tax advisor, and Kurtzman Carson Consultants LLP
is the Debtors' notice, claims and balloting agent.  The Debtors
listed $1,855,000,000 in assets and $1,936,000,000 in debts as of
April 30, 2009.


IPCS INC: Moody's Affirms Corporate Family Rating at 'B3'
---------------------------------------------------------
Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate
family and probability of default ratings, B1 rating of the
Company's 1st lien notes and the Caa1 rating of 2nd lien notes.
As part of the rating action, Moody's changed the rating outlook
to stable from developing and raised the Company's liquidity
rating to SGL-2, from SGL-3.  The ratings affirmation follows a
review of iPCS's operating and financial results as well as an
evaluation of the Company's operating environment, and serves to
reiterate Moody's opinion of the Company's credit fundamentals
expected over the next couple of years.

Moody's changed iPCS's ratings outlook to stable from developing
to reflect the resolution of iPCS's lawsuit against Sprint in
favor of iPCS, as Sprint announced that it plans to divest certain
iDEN assets in the Midwestern markets to comply with an Illinois
court ruling.

Moody's has taken these rating actions:

Issuer: iPCS, Inc.

* Corporate Family Rating -- Affirmed B3

* Probability of Default Rating -- Affirmed B3

* US$300M First Lien Senior Secured Floating Rate Notes due 2013 -
  - Affirmed B1, LGD 2 - 27%

* US$175M Second Lien Senior Secured Floating Rate Notes due 2014
  -- Affirmed Caa1, LGD5 - 76% (changed from LGD5 - 75%)

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

  -- Outlook, Changed To Stable From Developing

The B3 corporate family rating reflects iPCS's challenging
business model as a small, regional operator that does not own the
spectrum on which it operates, and the Company's high financial
risk, including its elevated leverage and weak, albeit improving,
free cash flow generation. In addition, the rating is constrained
by iPCS's difficult operating relationship with Sprint Nextel.
The rating also considers iPCS's highly competitive operating
environment amid slowing post-paid subscriber growth as the
average wireless penetration rate approaches 90% in the U.S.

iPCS's rating is supported by the strategic advantages it derives
from its affiliate agreements with Sprint PCS and the Company's
improved operating performance driven by strong business
execution.  iPCS's ability to continue growing its subscriber base
is especially noteworthy in light of the problems that Sprint
Nextel continues to encounter with its post paid subscriber base
and iPCS's lack of a pre-paid offering.

The stable outlook reflects Moody's expectations that iPCS's
credit profile will improve modestly over the next 12-to-18 months
driven by its good operating performance, and that the Company
will maintain good liquidity over the same period.  However, the
rating agency believes that the Company's difficult operating
relationship with Sprint, which may be further strained by the new
litigation between the two companies concerning the Clearwire
entity, will likely limit any meaningful improvement in the
Company's credit profile that might lead to a rating upgrade.

iPCS's SGL-2 liquidity rating indicates the Company's good
liquidity over the next twelve months.  Moody's expects the
Company's $70 million of cash balances at the end of March '09 and
projected free cash flow of approximately $20 million over the
next twelve months are sufficient to fund its cash obligations
over the same period.

Moody's most recent rating action related to iPCS was on 9 April
2007 when Moody's affirmed the Company's B3 corporate family
rating and changed the outlook to developing.

Headquartered in Schaumberg, IL, iPCS is an affiliate of Sprint
Nextel Corporation.


IRVINE SENSORS: Inks $2 Million Financing Facility With Summit
--------------------------------------------------------------
Irvine Sensors Corporation entered into a Financing Agreement with
Summit Financial Resources, L.P., for accounts receivable
factoring, pursuant to which the Company may borrow up to
$2 million based on available accounts receivable and under which
the Company pledged as collateral and granted a security interest
in, among other things, all of its inventory, accounts, equipment,
general intangibles (other than intellectual property), investment
property, leases, chattel paper and notes payable to the Company.

As of June 16, 2009, Summit has advanced roughly $650,000 to the
Company, of which roughly $245,200 was paid to the Company's
senior lenders, Longview Fund, L.P., and Alpha Capital Anstalt,
under an Intercreditor Agreement, to satisfy certain
indemnification obligations owed by the Company to the Senior
Lenders.

The initial term of the Summit Agreement is one year, which will
automatically renew for successive one-year periods unless notice
of non-renewal is provided by the Company at least 60 days prior
to the expiration of a term.  Under the Agreement, Summit is
entitled to an origination fee of $20,000, renewal fees of $20,000
for each term of renewal and termination fees of the greater of
$40,000 or certain supplemental fees.

Summit may from time to time, in its discretion, purchase
acceptable accounts receivable of the Company on a recourse basis
at a purchase price equal to the face amount of each of the
purchased accounts less (a) 1.1% of the face amount of each
purchased account for the first 30 days such account remains
outstanding and (b) 0.55% of the face amount of such purchased
account for each successive period of 15 days such account remains
outstanding -- Collateral Management Fees -- plus other charges
and supplemental fees. Such purchase price generally will be
payable 80% upon purchase of the account and the remainder upon
collection in full from the account debtor.

Interest will accrue on the amounts advanced by Summit, until
collected from the account debtors, at a rate equal to the prime
rate plus 2%, which could increase to a rate equal to the prime
rate plus 12% upon the occurrence of certain events of default.
If a purchased account becomes 90 days past due or is determined
to no longer be an acceptable account, the Company is obligated to
repurchase such account from Summit for the amount of the
outstanding advance against such account plus accrued interest and
Collateral Management Fees thereon.  There can be no assurance
that the Company's accounts receivable will be acceptable.

Under the Agreement, the prior written consent of Summit is
required for any sale, assignment or other transfer of more than
25% of the stock of the Company, or the current directors of the
Company fail to constitute a majority of the Company's Board of
Directors, or the president or any other executive officer of the
Company resigns, is terminated or otherwise ceases to function in
such position.  Summit also has a right of first refusal with
respect to any refinancing of the factoring arrangement.

The Company notes that the Senior Lenders consented to the Summit
transactions, agreed to subordinate their outstanding loans to
advances made by Summit under the Agreement, agreed to subordinate
regularly scheduled payments under their loans in the event of
default under the Agreement and agreed that their loans would not
be prepaid without Summit's consent so long as amounts remain
outstanding under the Agreement.  The Company has agreed to
indemnify Summit and the Senior Lenders for losses incurred by
them in connection with the Intercreditor Agreement.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


KB HOME: Moody's Downgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service downgraded all of the ratings of KB
Home, including its corporate family rating to B1 from Ba3, its
probability of default rating to B1 from Ba3, and its senior
notes' rating to B1 from Ba3.  Moody's affirmed the company's
speculative grade liquidity rating at SGL-2.  The outlook remains
negative.

The downgrades reflect Moody's expectation that the company will
continue to post operating losses, remains exposed to asset
impairment charges, and that its pace of cash generation will slow
as further inventory reduction grows more challenging.

The pace of cash generation decelerated over the last twelve
months to $422 million of cash flow from operations during the
trailing twelve month period ended February 28, 2009, compared to
$1.4 billion in the comparable period one year ago.  Future cash
flow generation will depend on sustained inventory reduction, and
returning to profitability, which remains difficult to accomplish
in an environment of declining prices, slow sales, and intense
competition.

The downgrades also reflect Moody's expectation that the company's
debt leverage will increase, cushion under financial covenants
will narrow, and pre-impairment losses will continue.  KB Home's
debt leverage of 72.5% at February 28, 2009 (adjusted for
operating leases and recourse joint venture debt) is more often
associated with a single-B or lower rating.  Further, the headroom
under the company's tangible net worth covenant is expected to
narrow as impairments and continued pre-impairment operating
losses erode the company's book equity.  Moody's also notes that
the company's potential joint venture exposure is higher than most
of its peers.

At the same time, the ratings acknowledge the company's large cash
position relative to its debt and assets.  Additionally, the
company has no debt maturities before 2011 and no contemplated
revolver usage for at least the next 12 months other than for
letters of credit.  Further, KB Home remains the industry leader
in terms of percentage reduction in homebuilding debt over the
past two years.

The speculative grade liquidity rating assignment looks ahead 12-
18 months as contrasted with the longer term horizon used to
derive the corporate family rating, and is much more volatile as a
result.  The SGL-2 rating takes into consideration KB Home's very
good internal liquidity, given its $1 billion of cash, contrasted
with less solid external liquidity (defined as committed revolver
availability), and projected covenant compliance, and somewhat
limited opportunities to monetize excess assets quickly.

The negative rating outlook reflects risks associated with general
economic weakness that may continue to hamper new household
creation and new home purchases, industry wide lack of pricing
power, and large inventory of unsold homes including foreclosures
in most markets.

These rating actions were taken:

  -- Corporate family rating lowered to B1 from Ba3;

  -- Probability of default rating lowered to B1 from Ba3;

  -- Senior unsecured notes rating lowered to B1 (LGD4, 57%) from
     Ba3 (LGD4, 54%);

Speculative grade liquidity assessment affirmed at SGL-2.

Moody's last rating action for KB Home occurred on November 26,
2008, at which time Moody's lowered the company's corporate family
rating to Ba3 from Ba2.

Headquartered in Los Angeles, KB Home is one of the country's
largest homebuilders, with homebuilding revenues and consolidated
net income for the trailing twelve-month period ended February 28,
2009, of $2.5 billion and -$766 million, respectively.


LANDMARK FBO: Moody's Downgrades Corporate Family Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Landmark
FBO, LLC, including the corporate family and probability of
default ratings to Caa2 from Caa1.  The rating outlook is
negative.

The downgrades reflect Landmark's weakened financial profile given
the impact of sharp declines in general aviation activity since
last year and Landmark's high financial leverage and poor
liquidity.  Earnings have fallen short of expectations since
Landmark commenced operations in a leveraged transaction which was
completed in early 2008.  The combination of volatile oil prices,
general aviation volume that was weaker than plan, and integration
costs contributed to this shortfall.  In addition, Landmark
increased its debt since the original transaction through modest
additional acquisitions.  Given the trend of higher fuel prices
with little near-term improvement anticipated in the general
aviation market, earnings and cash flow are likely to be pressured
down.  By utilizing the revolving credit to fund a portion of
those acquisitions, the company has limited alternate liquidity
available.  Consequently, the ratings were lowered to reflect the
weakened financial condition with little near-term improvement
anticipated.

The negative outlook reflects the expectation that general
aviation volumes will likely remain soft yet Landmark has limited
liquidity and financial alternatives to manage through a
protracted market decline.

Ratings changes:

  -- Corporate family to Caa2 from Caa1

  -- Probability of default to Caa2 from Caa1

  -- $30 million first lien revolver due 2014 to B3, LGD 3, 32%
     from B2, LGD 3, 32%

  -- $187 million first lien term loan due 2015 to B3, LGD 3, 32%
     from B2, LGD 3, 32%

  -- $120 million second lien term loan due 2016 to Caa3, LGD 5,
     82% from Caa2, LGD 5, 83%

Moody's last rating action on Landmark was on January 12, 2009
when the corporate family rating was downgraded to Caa1 from B3.

Landmark FBO, LLC, headquartered in Houston, Texas operates 41
bases for general aviation services across North America and
Western Europe.  Principal offerings include refueling, light
maintenance and repair of private jets, fuel logistics for the
Department of Defense, replacement parts as well as airplane
parking, cleaning and chartering on behalf of owners.  Annual
revenues are approximate $400 million (excluding certain un-
restricted subsidiaries).


LAS VEGAS MONORAIL: Fitch Cuts Rating on Bonds to 'C'
-----------------------------------------------------
Fitch Ratings has downgraded the underlying rating on the
$451.4 million in outstanding Director of the State of Nevada
Department of Business and Industry Las Vegas Monorail project
revenue bonds, 1st tier, series 2000 to 'C' from 'CC'.  The Las
Vegas Monorail Co. is the nonprofit public-benefit corporation
responsible for the project.  A 'C' category rating means that
default of some kind appears imminent or inevitable.  Fitch
downgraded the bonds to 'CC' in July 2007.

Fitch does not rate the $149.2 million in outstanding Las Vegas
Monorail project revenue bonds, 2nd tier, series 2000, and the
$48.5 million in outstanding Las Vegas Monorail project revenue
bonds, 3rd tier, series 2000.

The downgrade reflects the continued drain on internal liquidity
due to continued weak ridership trends and lower than expected
fare revenues.  Fitch anticipates available internal liquidity to
continue to be drained consistent with the previous estimate in
August 2008, and last for approximately one year.  Additionally,
$21 million in a surety bond provided by Ambac Assurance
Corporation (not rated by Fitch) comprising first-tier debt
service reserve funds will likely be drawn upon in the upcoming
July 2009 debt service payment.  In the event that there is a
performance issue on the Ambac surety, funds will likely be
insufficient to make the next first-tier debt service payment.

Fitch's 'C' rating on the first-tier bonds reflects an extremely
constrained financial environment stemming from continued declines
in monthly revenues for the first five months of calendar 2009 as
compared to the first five months of 2008 despite a $1 fare
increase on the unlimited One-Day Pass.  Strong competition from
buses on the Las Vegas strip and taxis continue to contribute to
the monorail's deteriorating financial position.  Despite
management's efforts in recent years to raise and lower fares in
efforts to stimulate revenue growth or establish a larger
ridership base, fare revenues have failed to grow to levels
sufficient to pay debt service.

January to May year-to-date average daily ridership decreased by
23.6% to 17,027 from 22,238 in 2008, primarily due to an increase
in the unlimited daily fee to $13 from $12 which now accounts for
28% of tickets sold, down from approximately half that in 2008.
The decrease also reflects lower visitor volumes, air traffic, and
convention attendance overall in the region.  The average fare in
May 2009 increased to $4.45 from $3.52 in May 2008.  Despite the
toll increase, average daily revenues decreased by 5.9% to $76,105
for the first five months of calendar 2009.  Some of the reduction
is likely attributable to the economic downturn given that average
fares are now at levels comparable to 2006 and ridership and
revenue numbers are approximately 16% below 2006 levels.
Additionally, overall visitor volume in Las Vegas was down 4.4% in
2008.  Given the trend in ridership in the first five months,
Fitch believes there is a strong likelihood that total fare
revenues for 2009 will be lower than last year.

Monorail demand remains weak, in part due to the lack of marketing
partnerships with the casinos and more recently weak economic
conditions.  To the extent management's efforts are more
successful than in the past, liquidity may last longer; however,
this appears unlikely given the reduction in visitor volumes at
Las Vegas.  Fitch cannot rule out the possibility of additional
fare adjustments to build ridership with the goal of establishing
a firm base level of demand; however, efforts to date have failed
to generate sufficient net revenues for debt service.  Fitch
believes the monorail retains some ability to increase ridership
levels if it is perceived that the monorail provides a superior
competitive means of transportation.  The fare structure changed
slightly in 2008, with a $1 increase to the unlimited day pass,
and streamlining of options with only local and single rides and
one- and three-day unlimited passes currently available.

In May 2008, the company hired Conway Del Genio Gries as chief
restructuring officer at the request of Ambac, the insurer of the
first-tier bonds, with whom the company and the trustee entered
into a forbearance agreement.  At the suggestion of CDG's report
in September 2008, the company is continuing to implement
recommended changes in efforts to boost revenue and reduce
expenses.

With higher than expected sensitivity to the fare increase and an
overall lower base of ridership, fare revenues continue to be
insufficient to meet the monorail's debt service obligations.
After the recent January 2009 debt service payment, debt service
reserve fund amounts are $3.7 million and $3.3 million for the
first and second tiers, respectively.  Additionally, approximately
$21 million remains in a surety bond held with Ambac.  Beginning
in January 2008 and continuing in July 2008 and January 2009,
there have been draws from the cash portion of the first- and
second-tier debt service reserve funds.  Internal liquidity
consisting of the first-tier bonds debt service reserve fund and
the second-tier bonds debt service reserve fund only provides a
near-term cushion to lower than expected fare revenues and are
available to pay debt service.  Additionally, excess proceeds in
the construction fund total approximately $3.4 million, some of
which can be used to pay debt service in an event of default.  Due
to continued declines in ridership and revenues, Fitch estimates
that fare revenues combined with internal liquidity will likely
not be adequate to meet first-tier bonds debt service obligations
beyond 2010, while the second-tier bonds would encounter payment
problems earlier.  At best, debt service payment problems may only
be marginally deferred with better than expected ridership levels.

LVMC is required to set rates so that revenues available after
operations and maintenance expenses cover first-tier bonds debt
service at least 1.40 times (x) and all debt service obligations
by 1.10x.  LVMC is currently in technical default as a result of
not being in compliance with this covenant.  Fitch believes it is
unlikely that LVMC will meet this covenant for the foreseeable
future given the significantly lower than expected financial
performance.

The first-tier bonds are limited obligations payable from monorail
fare and other operating revenues after operations and maintenance
expenses and prior to the payment of second- and third-tier bonds.
The monorail project consists of an extension and upgrade of an
existing 0.8-mile monorail between the MGM Grand Hotel and Casino
to Bally's Hotel and Casino and construction of three miles of new
guideway from Bally's north to the Sahara Hotel and Casino.  Seven
stations are located along the alignment serving major hotels,
attractions, and the Las Vegas Convention Center along the Las
Vegas Strip.  Monorail management continues to analyze plans to
extend the monorail to Las Vegas McCarran International Airport in
order to enhance ridership.


LEVEL 3: Files Revised Financials to Reflect FSP APB 14-1
---------------------------------------------------------
Level 3 Communications Inc. filed revised audited consolidated
financial statements as of December 31, 2008, and 2007 and for
each of the years in the three-year period ended December 31,
2008, to reflect the retrospective application of FASB Staff
Position No. APB 14-1.

On May 9, 2008, the Financial Accounting Standards Board issued
FASB Staff Position No. APB 14-1, "Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (Including
Partial Cash Settlement)," which requires issuers of a certain
type of convertible debt to separately account for the debt and
equity components of the convertible debt in a way that reflects
the issuer's borrowing rate at the date of issuance for similar
debt instruments without the conversion feature.

FSP APB 14-1 applies to two convertible debt issuances of Level 3,
the 5.25% Convertible Senior Notes due 2011 and the 3.5%
Convertible Senior Notes due 2012.  FSP APB 14-1 became effective
for Level 3 on January 1, 2009, and requires retrospective
application.

A full-text copy of the revised financial statements is available
at no charge at http://ResearchArchives.com/t/s?3e17


LEVEL 3: Unit Inks 20-Year Service Pact with Multinational Client
-----------------------------------------------------------------
Effective June 4, 2009, Level 3 Communications, LLC, an indirect,
wholly owned subsidiary of Level 3 Communications, Inc, entered
into a contract with a major multinational customer.

Level 3 LLC and its affiliates will provide the customer a broad
array of products and services across the Level 3 network.  The
contract, which has an initial 20-year term, has a minimum revenue
commitment over the first four years of roughly $140 million.  The
terms and conditions of the contract are subject to a
confidentiality agreement between Level 3 LLC and the customer.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on March 9, 2009,
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
(Level 3) Caa1 corporate family rating while downgrading the
company's probability of default rating to Caa2 from Caa1 and
positioning the ratings outlook as negative.  Concurrently, the
company's SGL-2 speculative grade liquidity rating (indicating
good near-term liquidity) was affirmed, and, owing to changes in
the company's consolidated waterfall of liabilities stemming from
recent tender offer activity as well as the PDR revision, certain
ratings and loss given default assessments for individual debt
instruments were adjusted (see ratings listing below).  The rating
actions conclude a review initiated on November 24, 2008.

As reported by the TCR on May 6, 2009, Standard & Poor's Ratings
Services assigned its 'B+' rating to the $60 million add-on to
Level 3 Financing Inc.'s secured bank loan, which was originally
$220 million.  The recovery rating on the loan is '1', indicating
prospects of very high (90%-100%) recovery in the event of a
payment default.  The corporate credit rating of parent Level 3
Communications Inc. is 'B-', with a stable outlook.


LEXICON UNITED: Reports $497,256 Total Deficit at March 31
----------------------------------------------------------
Lexicon United Incorporated filed a Form 10-Q/A with the
Securities and Exchange Commission to restate its unaudited
financial report for the three months ended March 31, 2009.  The
Company filed the original report in May 2009.

In its restated quarterly report, the Company reported $2,888,586
in total assets and $3,385,842 in total liabilities resulting in
total Lexicon Stockholders' deficit of $448,999 at March 31, 2009.
The Company also reported $48,257 in non-controlling interest
resulting in total deficit of $497,256 at March 31.

The Company posted a net loss of $241,285 during the three-month
period.

The Company notes that it has an accumulated deficit of $3,151,260
and negative working capital of $2,513,948 at March 31, 2009.
According to the Company, management's plans include raising
adequate capital through the equity markets to fund future
operations and generating of revenue through its businesses.
Failure to raise adequate capital and generate adequate sales
revenues could result in the Company having to curtail or cease
operations.

The Company, however, cautions that even if it does raise
sufficient capital to support its operating expenses and generate
adequate revenues, there can be no assurances that the revenue
will be sufficient to enable it to develop business to a level
where it will generate profits and cash flows from operations.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern," the Company says.

                   About Lexicon United Inc.

Lexicon United Inc. was incorporated on July 17, 2001, in the
state of Delaware.  The company was a "blank check" company and
had no operations other than organizational matters and conducting
a search for an appropriate acquisition target until Feb. 27,
2006, when it completed an acquisition transaction with ATN
Capital E Participacoes Ltda, a Brazilian limited company that had
commenced business in April 1997.  ATN is engaged in the business
of managing and servicing accounts receivables for large financial
institutions in Brazil.


MAGNACHIP SEMICONDUCTOR: Lenders Require Plan OK by Sept. 25
------------------------------------------------------------
Magnachip Semiconductor Finance Company and its affiliates sought
permission under Section 363 of the Bankruptcy Code from the U.S.
Bankruptcy Court for the District of Delaware to use cash
collateral, and provide adequate protection to their prepetition
lenders in exchange for the use of cash collateral.

The Debtors propose to use cash collateral in accordance with an
approved budget.  The budget allows the Debtors to disburse a
total of $8,769,000 from cash receipts expected to total
$7,441,000 during the period June to September 2009.  A copy of
the budget is available for free at:

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

The use of cash collateral will terminate upon failure to satisfy
these milestones:

   (a) The filing of a joint plan of liquidation by June 29, 2009.

   (b) Court approval of a disclosure statement in respect of the
       Plan by August 3, 2009.

   (c) Entry of an order by the Court confirming the Plan by
       September 25.

   (d) consummation of the sale of the assets of Magnachip's
       Korean subsidiary by October 7, 2009.

Entities with interest in the Debtors' assets, including cash are
(a) UBS AG, Stamford Branch, as administrative agent to first-lien
lenders owed $95,000,000 as of the Petition Date and (b) The Bank
of New York, as trustee for holders of second lien notes in the
amount of $500,000,000.  To the extend to any postpetition
diminution in value of the prepetition collateral, the prepetition
lenders will be granted (i) a replacement interest in the Debtors'
assets, (ii) allowed claims under Sections 503(b), 507(a)(1) and
507(b)(1) of the Bankruptcy Code.  The Debtors will also pay, as
and when due, all interest (at the default rate), fees and
expenses payable pursuant to the first lien credit agreement.

The official committee of unsecured creditors will have 60 days
after its appointment to challenge the validity of the liens of
the prepetition lenders.

The First Lien Lenders have consented to the use of cash
collateral.

                   About MagnaChip Semiconductor

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of $1.04
billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge
Peter J. Walsh handles the case.  James E. O'Neill, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MAGNACHIP SEMICONDUCTOR: Proposes Pachulski Stang as Counsel
------------------------------------------------------------
MagnaChip Semiconductor Finance Company and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Pachulski Stang Ziehl & Jones LLP as counsel,
nunc pro tunc to June 12, 2009.

Pachulski Stang will, among other things, (a) provide legal advice
with respect to the Debtors' powers and duties as debtors-in-
possession in the continued operation of their business, (b)
prepare on behalf of the Debtors necessary motions, answers,
orders, reports and other legal papers, (c) appear in Court on
behalf of the Debtors, and (d) prepare and pursue confirmation of
a plan and approval of a disclosure statement.

The principal attorneys at Pachulski designated to represent the
Debtors are:

                                         Hourly Rate
                                         -----------
     Richard M. Pachulski                  $850
     Laura Davis Jones                      795
     Debra Grassgreen                       695
     James E. O'Neill                       535
     Joshua M. Fried                        535
     Patricia Jeffries                      225

The hourly rates will cover fixed and routine overhead expenses.
However, Pachulski will charge for all other expenses incurred in
connection wit the representation.

Pachulski Stang has received payments from the Debtors during the
year prior to the Petition Date in the amount of $2,030,735 in
connection with its prepetition representation of the Debtors.

Pachulski Stang asserts that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                   About MagnaChip Semiconductor

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of $1.04
billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge
Peter J. Walsh handles the case.  James E. O'Neill, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MAGNACHIP SEMICONDUCTOR: Wins Court Nod for Omni as Claims Agent
----------------------------------------------------------------
MagnaChip Semiconductor Finance Company and its affiliates
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to appoint Omni Management Group, LLC, as
noticing, claims and balloting agent.

The Debtors estimate that there will be approximately 500
creditors holding claims against the Debtors' estates.  In
addition, the Debtors believe that thousands of creditors, former
employees and other parties-in-interest who require notice of
various matters.

According to the parties' engagement letter, Omni was selected by
the Debtors at the recommendation of Richard Pachulski at
Pachulski, Stang, Ziehl & Jones LLP.  Omni has substantial
experience as claims and notice agent and has been retained in a
number of large Chapter 11 cases, including Circuit City Stores
Inc., Delphi Corporation, Kimball Hill Inc. and Pilgrim's Pride
Corporation.

As MagnaChip's claims and noticing agent, Omni will, among other
things, (i) serve as the Court's notice agent to mail certain
notices to the estates' creditors and parties-in-interest, (ii)
provide computerized claims, claims objections and balloting
database services, and (iii) provide expertise, consultation and
assistance with claim and balloting processing and with other
administrative information related to the Debtors' bankruptcy
cases.

Omni will bill the Debtors at its normal hourly rates, which range
from $35 to $250 per hour.  It will also seek reimbursement of
out-of-pocket expenses.  Omni has received a $20,000 prepetition
retainer from the Debtors.

The Debtors submit that if their cases were to convert from
Chapter 11 to Chapter 7, Omni will perform its duties through the
conversion process and will continue its services are required;
provided however, that Omni may seek to be relieved should there
be insufficient funds in the Chapter 7 cases to enable the Chapter
7 trustee pay Omni's fees and expenses.

                   About MagnaChip Semiconductor

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of $1.04
billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge
Peter J. Walsh handles the case.  James E. O'Neill, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MANTUA LAND: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Patrick Danner at Miami Herald reports that Mantua Land Company
Inc. and its affiliates have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Florida.

According to Miami Herald, Mantua Land's bankruptcy filing
includes KHOC LLC and BJK LLC.

Julianne R. Frank -- the attorney for the Debtors' owner, Bernie
Kosar -- has asked the court to consolidate the four cases, Miami
Herald states.  According to the report, Ms. Frank said that she's
hopeful Mr. Kosar's equity in the companies "will put us in a
position to consummate a successful restructuring."

Miami Herald states that KHOC holds Mr. Kosar's interest in the
Florida Panthers, which reportedly is close to being sold for
about $240 million.  Citing Ms. Frank, Miami Herald says that BJK
owns interests in various properties in St. Lucie County.

Mantua Land Company Inc. is based in Weston, Florida.


MARMION INDUSTRIES: Files Form 15 to Deregister Common Stock
------------------------------------------------------------
Marmion Industries Corp. made a Form 15 filing with the Securities
and Exchange Commission to terminate the registration of its
common stock, par value $0.001.

The Company has not filed its annual report on Form 10-K for the
year ended December 31, 2008, with the Commission.  In an April 1
filing, the Company advised the Commission it required additional
time to complete its financial statements.

As reported by the Troubled Company Reporter on January 23, 2009,
Marmion Industries' balance sheet at September 30, 2008, showed
total assets of $2,358,315 and total liabilities of $3,772,383,
resulting in a stockholders' deficit of $1,414,068.  For three
months ended September 30, 2008, the company posted net loss of
$384,935 compared with net loss of $143,433 for the same period in
the previous year.  For nine months ended September 30, 2008, the
company posted net loss of $537,545 compared with net loss of
$2,262,075 for the same period in the previous year.  The
company's working capital deficit increased substantially from
December 31, 2007, to September 30, 2008.

In its September 2008 quarterly report, the company indicated it
needs to raise additional capital to provide sufficient funds to
complete the construction of its facility and for general working
capital.  In addition, the company needs financing to restructure
the remaining outstanding debentures or retire them.  The
company's ability to raise additional capital, however, is
hindered by the terms of the debentures, including:

   -- the company agreed that for the period ended on the earlier
      of 180 days after the registration of all shares underlying
      the debentures or the payment of all principal and interest
      due under the debentures that the company would not sell
      any additional securities or file any registration
      statements without the prior consent of the debenture
      holder; and

   -- the debentures and the warrants contain ratchet provisions
      if the company does enter into new financing transactions
      at prices less than the conversion terms of the debentures,
      and -- the company has granted the debenture holders a lien
      on all of its assets.

The company noted that it was unable to raise capital as needed to
complete its manufacturing facility, fund its operating expenses
and pay its obligations as they become due, its ability to
continue as a going concern is in jeopardy.  In that event, its
growth plans would be scaled back and it could be forced to cease
some or all of its existing operations.

                     About Marmion Industries

Headquartered in Houston, Marmion Industries Corp. (OTC BB: MMIO)
-- http://www.marmionind.com/-- manufactures and modifies
heating, ventilation and air conditioning (HVAC) equipment for the
petrochemical industry, specifically for hazardous location
applications.  The company also sells custom engineered systems
for strategic industrial environments and providing commercial
HVAC construction services.  The explosion-proof market includes
industries such as oil and gas exploration and production,
chemical plants, granaries and fuel storage depots.

                      Going Concern Doubt

Sherb & Co., LLP, in New York, expressed substantial doubt about
Marmion Industries Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.


MARY KALRA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Mary L. Kalra
               Balbir S. Kalra
               2304 Glenmore Terrace
               Rockville, MD 20850

Bankruptcy Case No.: 09-21284

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtors' Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square, Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.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/mdb09-21284.pdf

The petition was signed by the Joint Debtors.


MDRNA INC: Regains Full Compliance With NASDAQ Marketplace Rules
----------------------------------------------------------------
MDRNA, Inc., received on June 22, 2009, a letter from The NASDAQ
Stock Market, LLC, notifying the Company that it has regained full
compliance with all requirements for remaining on The NASDAQ
Global Market, specifically NASDAQ Marketplace Rule 5450(b)(2),
which requires, among other things, a minimum market value of
listed securities of $50.0 million (NASDAQ Marketplace Rule
5450(b)(2)(A)).

"We are pleased to have regained full compliance with all
Marketplace Rules to remain on the NASDAQ Global Market," stated
J. Michael French, President and CEO.  "Since receiving a non-
compliance notice from NASDAQ in the fall of 2008, our goal has
been to remain listed on the NASDAQ Global Market.  Our ability to
regain compliance with all of NASDAQ's listing requirements is a
testament to our scientific team and our industry leading RNAi
drug discovery platform.  Validating our platform through two non-
exclusive licensing transactions with major pharmaceutical
companies, selling our contract manufacturing operations, retiring
our debt to GE Capital Corporation over a five-month period, and
raising over $10 million in an equity financing all contributed to
both the strength of our balance sheet and our ability to comply
with all NASDAQ listing requirements.  We will continue to build
shareholder value with the same dedication and commitment to
shareholders that led us to this point."

As reported by the Troubled Company Reporter, MDRNA Inc. received
a NASDAQ Staff Determination on March 4, 2009, indicating that the
Company has not regained compliance with Marketplace Rule
4450(a)(3) within the extension period granted to the Company
through March 3, 2009.  Marketplace Rule 4450(a)(3) requires a
minimum $10.0 million in stockholders' equity for continued
listing on The NASDAQ Global Market.

In response to the March 4 letter, MDRNA requested an oral hearing
before a NASDAQ Listing Qualifications Panel to review the Staff
Determination and believes it will be able to show compliance with
the requirement at the time of the hearing.

On May 26, 2009, MDRNA announced that had regained compliance with
NASDAQ Marketplace Rule 5450(a)(1), which requires a minimum $1.00
closing bid price for at least 10 consecutive trading days.

                         About MDRNA Inc.

Bothell, Washington-based MDRNA, Inc. (MRNA) --
http://www.mdrnainc.com-- is a biotechnology company focused on
the development and commercialization of therapeutic products
based on RNA interference (RNAi).


METROMEDIA STEAKHOUSES: To Change Name to Homestyle Dining
----------------------------------------------------------
Metromedia Steakhouses Co. LP will change its name to Homestyle
Dining LLC according to its Chapter 11 reorganization plan that
was filed in the U.S. Bankruptcy Court for the District of
Delaware, Law360 reports.

Plano, Texas-based Metromedia Steakhouses Company, L.P. owned,
operated and franchised family-focused restaurants operating under
the Ponderosa Steakhouse and Bonanza Steakhouse brands under the
Metromedia Restaurant Group.  Metromedia Steakhouse and three
affiliates filed Chapter 11 petitions on Oct. 22, 2008 (Bankr. D.
Del. Lead Case No. 08-12490).  Judge Mary Walrath handles the
case.  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
in their chapter 11 cases.  In its bankruptcy petition, Metromedia
estimated assets of $1 million to $10 million and debts of $100
million to $500 million.

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.steakandale.com,http://www.steakandalerestaurants.com,
http://www.bennigans.com/ -- and other affiliated entities
operate the Bennigan's Grill & Tavern, and the Steak & Ale
restaurant chains under the Metromedia Restaurant Group.  S & A
Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

The Metromedia Restaurant Group, a unit of closely held
conglomerate Metromedia Company, was one of the world's leading
multi-concept table-service restaurant groups, with more than 800
Bennigan's(R), Bennigan's SPORT(TM), Steak and Ale(R), Ponderosa
Steakhouse(R) and Bonanza(TM) Steakhouse restaurants in the United
States and abroad.


MOMENTIVE PERFORMANCE: S&P Raises Corp. Credit Rating to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Momentive Performance Materials Inc. to
'CCC-' from 'SD' and its senior unsecured and subordinated debt
ratings on the company to 'C' from 'D'.  The recovery ratings on
this debt remain unchanged at '6', indicating S&P's expectation
for negligible (0% to 10%) recovery for unsecured and subordinated
debtholders.

"The rating actions follow Momentive's issuance of $200 million of
second-lien notes due 2014 in exchange for a total of
approximately $350 million of various senior unsecured and
subordinated notes," said Standard & Poor's credit analyst Cynthia
Werneth.

All other ratings on Momentive and its subsidiaries remain
unchanged.

Albany, New York-based Momentive has extremely high leverage.  At
March 29, 2009, total adjusted debt was close to $4 billion, and
total adjusted debt to EBITDA was well into the double digits.
S&P adjust debt to include about $500 million of pay-in-kind
seller notes at the parent holding company, about $125 million in
underfunded, tax-effected postretirement obligations, and
$40 million of capitalized operating leases.

Operating performance deteriorated sharply in tandem with
recessionary conditions and a big drop-off in customer orders
across most businesses and geographies beginning in the fourth
quarter of 2008.  In the March quarter, EBITDA for covenant
compliance was only $15 million, whereas through September 2008,
it had averaged more than $100 million per quarter.

The outlook is negative. S&P would lower the ratings if Momentive
violates the financial covenant in its primary credit facility and
this appears likely to trigger a general default.  S&P could also
lower the ratings if the company misses an interest payment, files
for bankruptcy protection, or restructures its debt in a way that
results in debtholders receiving substantially less than par
value.

S&P could consider an outlook revision to stable or positive or a
slightly higher rating if operating performance improves
significantly, the company gets some form of covenant relief or
doesn't need it, and liquidity stabilizes at a level sufficient to
meet ongoing operating, capital spending, and debt service
requirements.  However, longer term, even if earnings and cash
flow recover to historical levels, debt leverage is likely to
remain extraordinarily high, and the company will face refinancing
risk as large portions of its debt begin to mature in 2012.


MORTGAGE LENDERS: All Servicing Pact Claims Subject to Recoupment
-----------------------------------------------------------------
WestLaw reports that the liability of the trustee of trusts into
which pooled mortgage loans had been transferred, for
reimbursement of servicing advances that the Chapter 11 debtor had
made as the initial servicer of mortgage loans, and the debtor's
liability to the trustee for certain "transition expenses"
authorized under the loan servicing agreements upon the transfer
of servicing of the loans from debtor to the trustee, as successor
servicer, both arose out of the servicing agreements, as did the
debtor's obligation to compensate the trustee for other expenses
which it incurred, including legal expenses of bond insurers, and
for which the debtor had agreed to hold the trustee harmless under
an indemnification and hold harmless provision of the servicing
agreements.  Accordingly, the trustee could utilize the equitable
doctrine of recoupment in order to reduce its own obligation to
the debtor for reimbursement of servicing advances.  In re Mortg.
Lenders Network USA, Inc., --- B.R. ----, 2009 WL 1532019,
http://is.gd/1a3Ua(Bankr. D. Del. Adv. Pro. No. 07-51683).

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- was once the 15th largest mortgage
lender in the United States.  The Company filed for Chapter 11
protection on February 5, 2007 (Bankr. D. Del. Case No. 07-10146).
Pachulski Stang Ziehl & Jones LLP represents the Debtor.  Blank
Rome LLP represents the Official Committee of Unsecured Creditors.
In the Debtor's schedules of assets and liabilities filed with the
Court, it disclosed total assets of $464,847,213 and total debts
of $556,459,464.

The Honorable Peter J. Walsh approved the Company's liquidating
Chapter 11 plan in February 2009.  A full-text copy of the
Debtor's First Amended Liquidating Plan under Chapter 11 of the
Bankruptcy Code, dated December 19, 2008, is available at
http://is.gd/1a3YGat no charge.


MSB ENERGY: U.S. Trustee Sets Meeting of Creditors for August 3
---------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in MSB Energy, Inc.'s Chapter 11 case on August 3, 2009, at
11:30 a.m.  The meeting will be held at Plano Centre, 2000 E.
Spring Creek Parkway, Plano, 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.

MSB Energy filed for Chapter 11 on June 2, 2009 (Bankr. E.D. Tex.
Case No. 09-41788).  Joyce W. Lindauer, Esq., represents the
Debtor in its restructuring efforts.  At the time of the filing,
MSB estimated having assets and debts of $10,000,001 to
$50,000,000.


NAVISITE INC: Regains Compliance with NASDAQ Listing Requirements
-----------------------------------------------------------------
NaviSite, Inc., said The NASDAQ Stock Market has informed the
Company that it has regained compliance with NASDAQ listing rules.

The Company received on June 23, 2009, a letter from The NASDAQ
Stock Market confirming that it has demonstrated a market value of
listed securities over the required minimum of $35 million for 10
consecutive trading days, for continued listing on The NASDAQ
Capital Market under Listing Rule 5550(b) (formerly known as
Nasdaq Marketplace Rule 4310(c)(3)), and that the NASDAQ Hearings
Panel has determined to continue the listing of the Company's
securities on The NASDAQ Stock Market.

As reported by the Troubled Company Reporter, the Company received
on November 6, 2008, notice from the Nasdaq Listing Qualifications
Staff that the Company was not in compliance with the Rule.  The
Staff granted the Company an extension until February 19, 2009, to
regain compliance with the Rule.  The Company did not regain
compliance with the Rule on or prior to February 19, 2009 and,
accordingly, on February 24, 2009, it received the delisting
notice.

The Company has announced that its plan to regain compliance with
the listing rules through execution of a strategic plan that
includes the potential divestiture of colocation assets, a
reduction of its overall debt burden, and an increased focus on
the core managed hosting, application management and enterprise
cloud solutions.  The Company continues to pursue its strategic
plan to improve the Company's balance sheet by reducing its debt
obligations and focus on its core businesses for growth and
performance, although its completion is no longer required in
order for the Company to comply with the NASDAQ continued listing
rules.

                          About NaviSite

Based in Andover, Massachusetts, NaviSite Inc. --
http://www.navisite.com/-- provides enterprise hosting and
application solutions.  Customers depend on NaviSite for managed
application services, application development, implementation and
management on its web infrastructure platforms in 16 state-of-the-
art data centers supported by more than 650 professionals.


NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on NCI
Building Systems Inc., including the corporate credit rating to
'B' from 'B+'.  All ratings remain on CreditWatch, where they were
placed with negative implications on March 11, 2009.

"The downgrade reflects our assessment that nonresidential
construction activity will deteriorate more rapidly and to a
larger extent than S&P originally envisioned," said Standard &
Poor's credit analyst Thomas Nadramia.  As a result, S&P believes
volumes will reduce from the prior-year's level by a larger degree
than S&P had expected.  Also, the rapid decline in steel prices is
likely to have a larger-than-anticipated negative impact on the
company's operating margins during this period.  As a result, S&P
expects credit measures will deteriorate significantly from
current trailing-12-month levels, to a level that S&P would
consider to be no longer consistent with the prior rating.

Furthermore, the company must address the expected Nov. 15, 2009,
first put on its $180 million convertible senior subordinated
notes.  While NCI announced that it has made significant progress
with a leading private equity firm with regard to a substantial
equity investment, any transaction will require cooperation from
its existing lenders.  Absent a successful refinancing, S&P
believes it is unlikely NCI will have sufficient cash to fund the
expected put.

In resolving the CreditWatch listing, S&P will monitor NCI's
progress in addressing its comprehensive capital structure plans,
including a potential equity investment, a refinancing of its
existing credit facilities, and a recapitalization or redemption
of its convertible notes.  In addition, S&P will discuss with
management its short- and intermediate-term business strategies
once a course of action has been determined.


OXFORD INDUSTRIES: Moody's Assigns 'B1' Rating on $150 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Oxford
Industries Inc.'s proposed $150 million senior, secured notes due
2015, to be issued under Rule 144A.  The assigned rating is
subject to the receipt and review of final documentation.
Concurrently, the B1 Corporate Family and Probability of Default
ratings were affirmed.  The rating outlook is stable.

Proceeds of the proposed note offering, along with borrowings
under Oxford's domestic revolving credit facility, will be used to
repurchase, repay or discharge the company's existing 8 7/8%
senior unsecured notes due 2011, and pay fees and expenses related
to the transaction.  The notes will be secured by a first lien on
the domestic trademarks of the company and guarantors, and a
second lien on the collateral securing the company's $175 million
revolving credit facility.

Oxford's B1 rating reflects the company's limited size and scale,
high reliance on the Tommy Bahama business for a significant
portion of operating earnings, negative operating margin trends,
and concentration of company owned retail stores in the western
and southern United States.  Positive rating consideration is
given to the company's breadth of distribution across multiple
channels and broad exposure in the menswear clothing category.
Oxford's near term liquidity appears good, supported by the
expectation for positive free cash flow generation and
availability under its revolving credit facility.  The proposed
refinancing will address an intermediate term debt maturity.

While acknowledging the challenging economic environment and
expectation for softer operating performance in 2009, the stable
ratings outlook reflects Moody's expectation that Oxford will
maintain a good liquidity profile and positive free cash flow.
Although some erosion in fixed charge coverage is expected due to
weaker performance and a potentially higher interest rate on the
proposed notes, there is modest cushion for erosion beyond
expectations.

These ratings were assigned:

  -- $150 million Senior Secured Notes Due 2015 at B1 (LGD 4, 52%)

These ratings were affirmed:

  -- Corporate Family Rating at B1;
  -- Probability of Default Rating at B1;
  -- Senior Unsecured Notes due 2011 at B2 (LGD 5, 70%).

Moody's last rating action on Oxford was on September 23, 2008,
when the company's CFR was downgraded to B1 with a stable outlook.

Headquartered in Atlanta, Georgia, Oxford Industries is a producer
and marketer of branded and private label apparel.  Oxford's
brands include Tommy Bahama and Ben Sherman.  The company's net
sales exceeded $890 million in the twelve month period ended
May 2, 2009.


PACIFIC CAPITAL: Moody's Downgrades Issuer Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pacific
Capital Bancorp (issuer rating to Ba1 from Baa1) and its
subsidiary, Pacific Capital Bank, N.A. (long-term bank deposits to
Baa3 from A3; bank financial strength rating to D+ from C).
Pacific Capital Bank, N.A.'s short-term ratings were downgraded to
Prime-3 from Prime-2.  The ratings remain on review for possible
downgrade.

The downgrade follows the announcement that the OCC is requiring
the bank to increase its regulatory capital requirements and it
has deferred interest on its $69 million of junior subordinated
notes relating to its trust preferred securities.  The downgrade
reflects the challenges the bank may face in raising capital in a
weaker economic environment.  Without external capital, the higher
capital requirements may limit the company's ability to support
its business mix, particularly Refund Anticipation Loans, which
are short-term, high volume loans that were funded on-balance
sheet in the 2009 tax season due to lack of off-balance sheet
funding.  These loans contribute a substantial amount to the
bank's overall profitability.

The rating agency reiterated its expectation that credit costs
from Pacific Capital's real estate lending portfolios will be
elevated over the next 12 to 18 months limiting its ability to
internally generate capital from its core banking business.
Additionally, under a more severe economic scenario than is
currently anticipated, Pacific Capital's credit costs could
escalate to levels that would lead to further capital strain and
ratings downgrade.  Moody's added that the earnings of Pacific
Capital's tax business, which provides RALs and Refund Transfers,
were much less in 2009 than in 2008.  The regulatory agreement
along with the large funding requirements of this business, could
lead to changes that will limit the tax business' earnings
contribution and alter the company's earnings mix.

The rating agency's review will focus on capital management
initiatives, including balance sheet management and external
capital raising, that the company can utilize to meet the
regulatory targets.  If the company is successful in meeting the
regulatory capital requirements, ratings could be affirmed at
current levels.  The rating agency noted that deferral of the
trust preferred payments, along with suspension of common and
preferred dividends, preserves about $8 million of capital per
quarter.  The OCC is requiring the bank to achieve Tier 1 leverage
and Total risk-based capital ratios of 8.5% and 11%, respectively,
by June 30, 2009, and 9% and 12%, respectively, by September 30,
2009.  As of March 31, 2009, the bank's Tier 1 leverage was 6.7%
and Total RBC was 11.1%.

The last rating action was on March 30, 2009, when Moody's
downgraded the ratings by one notch.

Pacific Capital Bancorporation, which is headquartered in Santa
Barbara, California, reported total assets of $9.2 billion as of
March 31, 2009.

Downgrades:

Issuer: Pacific Capital Bancorp

  -- Issuer Rating, Downgraded to Ba1 from Baa1

Issuer: Pacific Capital Bank, N.A.

  -- Bank Financial Strength Rating, Downgraded to D+ from C

  -- Issuer Rating, Downgraded to a range of Baa3 to P-3 from a
     range of A3 to P-2

  -- OSO Rating, Downgraded to P-3 from P-2

  -- Deposit Rating, Downgraded to P-3 from P-2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from A3

  -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from A3

Outlook Actions:

Issuer: Pacific Capital Bancorp

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Pacific Capital Bank, N.A.

  -- Outlook, Changed To Rating Under Review From Negative


PALACIO HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Palacio Holdings Limited Liability Co.
           aka Tapas of Spain LLC
        746-752 Carlton Street
        Elizabeth, NJ 07202

Bankruptcy Case No.: 09-26075

Chapter 11 Petition Date: June 22, 2009

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

Debtor's Counsel: Ileana J. Montes, Esq.
                  Montes, Guadagnino & Associates
                  660 Westfield Ave
                  Elizabeth, NJ 07208
                  Tel: (908) 527-1100
                  Fax: (908) 527-1150

Estimated Assets: $500,001 to $1,000,000

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 Daniel Palacio.


PAPER INTERNATIONAL: Court Confirms Durango's Restructuring Plan
----------------------------------------------------------------
The Hon. Robert R. Drain of the U.S. Bankruptcy Court for the
Southern District of New York confirmed a first amended joint
Chapter 11 plan of reorganization for Paper International Inc. and
Fiber Management of Texas Inc. proposed by their parent company
Corporacion Durango on May 15, 2009.

Under the plan, the Debtors' businesses will continue to be
operated in substantially their current form, with Paper
International continuing to own its equity in McKinley and
FMT, and FMT continuing the wind down of its fiber procurement
business, which began when FMT ceased its operations in August
2008.  Furthermore, the plan treats the estates of Paper
International and FMT as comprising a single estate solely for
purposes of voting on the plan, confirmation of the plan and
making plan distributions in respect of claims against and
equity interests in such Debtors under the plan.

The plan relates that holders of allowed priority claims and
general unsecured claims will be paid in full in accordance with
the reinstated right, as and when the payment is due.  Holders of
allowed noteholder claims are expected to get new senior notes,
new senior notes guarantees, restructuring fee or Durango new
equity under the noteholder settlement of the Mexican
reorganizational plan.  Moreover, equity interests holders will
keep 100% of their legal and equitable ownership rights.

General unsecured holders, totaling $700,000, are expected to
recover 100% while noteholders will get 70.4% of their allowed
claim under the plan.

White & Case LLP in Miami, Florida, represents Corporacion
Durango.

A full-text copy of the Corporacion Durango's disclosure statement
is available for free at http://ResearchArchives.com/t/s?3e1b

A full-text copy of the Corporacion Durango's amended plan is
available for free at http://ResearchArchives.com/t/s?3e1c

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

Paper International and Fiber Management filed for Chapter 11
protection on October 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-
13917).  Larren M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq.,
at Morrison & Foerster LLP, represent the Debtors as counsel.
Eric Kate Mautner, Esq., at Bingham McCutchen LLP, represents the
Official Committee of Unsecured Creditors as counsel.  APS
Services, LLC, serves as the Debtors' crisis managers.  The
Debtors designated Meade Monger, a managing director of
AlixPartners, LLP, an affiliate of AP Services, as its chief
restructuring officer.  The Court appointed Kurtzman Carson
Consultants, LLC, as claims agent in the Debtors' bankruptcy case.

At March 31, 2009, the Debtors had $123,365,705 in total assets,
$552,348,876 in total liabilities, and $428,983,171 in
stockholders' deficit.


PENINSULA GAMING: Purchase Deal Won't Affect Moody's 'B1' Rating
----------------------------------------------------------------
Moody's commented that Peninsula Gaming, LLC's ratings were not
immediately affected by the announcement that PGL entered into a
definitive purchase agreement with Columbia Properties New
Orleans, LLC, to purchase 100% of the outstanding limited
liability company interests of Belle of Orleans, LLC, for
$106.5 million dollars, subject to certain adjustments.  Belle of
Orleans owns the Amelia Belle Casino, located in Amelia,
Louisiana.  The transaction is expected to be completed in
September 2009.

PGL's corporate family rating and probability of default rating
are B1.  The company's 8.75% senior secured notes due 2012 are
also rated B2 (LGD4; 60%).  The ratings outlook is stable.

Moody's last rating action for PGL occurred on August 29, 2007,
when the company's corporate family rating was upgraded to B1 from
B2.

PGL is a holding company whose primary assets are equity interests
in its wholly owned subsidiaries, which own and operate the
Diamond Jo casino in Dubuque, Iowa, the Evangeline Downs Racetrack
and Casino in St. Landry Parish, Louisiana, and the Diamond Jo
Worth casino in Worth County, Iowa.  Consolidated net revenues for
the twelve-month period ended March 31, 2009 were approximately
$269 million.


PHOENIX ASSOCIATES: Meeting of Creditors Scheduled for July 17
--------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Phoenix Associates Land Syndicate's Chapter 11 case on July 17,
2009, at 10:00 a.m.

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.

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate -- http://www.pbls.biz/-- dba Murphy Sand and Gravel
engages on acquisition and development of companies in the
aviation, construction, mining and oil & gas industries.

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E. D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr. P.C., represents
the Debtor in its restructuring efforts.  The Debtor listed
$50 million to $100 million in assets and $10 million to
$50 million in debts.


PHOENIX ASSOCIATES: Seeks to Employ Claude Lightfoot as Counsel
---------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana granted interim approval on Phoenix
Associates Land Syndicate's request to employ Claude C. Lightfoot,
Jr. P.C. as general bankruptcy counsel effective June 10, 2009.

The interim order will be deemed final absent objections by
July 15, 2009.

The Debtor needs Claude C. Lightfoot, Jr., Esq., to provide legal
advice and representation in its Chapter 11 case.

Mr. Lightfoot has agreed to represent the Debtor at the rate of
$300 per hour and $65 per hour for paralegal services.  A retainer
of $20,000 has been provided to Mr. Lightfoot by C. Paul and
Carolyn Alonzo. Mr. Alonzo is the Debtor's President and sole
director.

Mr. Lightfoot, Jr., said he or his firm has no connection with the
Debtor, the creditors, or any other party-in-interest, or their
respective attorneys and is disinterested as that term is defined
in 11 U.S.C. Sec. 101(14).

The firm may be contacted at:

    Claude C. Lightfoot, Jr. (17989)
    424 Gravier Street, Third Floor
    New Orleans, LA 70130
    PH: (504) 838-8571
    Email: clightfoot@claudelightfoot.com

The Debtor was formerly in the business of sand and gravel
business and was then engaged in investments.


PHOENIX ASSOCIATES: Seeks to Tap Thomas Schafer as Atty for Suits
-----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana granted interim approval on Phoenix
Associates Land Syndicate's request to employ Thomas E. Schafer,
III as special counsel.

The interim order will be deemed final absent objections by
July 15, 2009.

The Debtor is party to these lawsuits:

    No. 2003-12894
    22nd JDC for the Parish of St.
    Tammany, State of Louisiana
    Phoenix Associates Land Syndicate, Inc.
    v.
    E. H. Mitchell & Co., L.L.C., and Steven M. Furr

    No. 2004-10184
    22nd JDC for the Parish of St.
    Tammany, State of Louisiana
    First National Bank of Picayune
    v.
    Pearl River Fabricators, Inc.

    No. 2006-15963
    22nd JDC for the Parish of St. Tammany,
    State of Louisiana
    Phoenix Associates Land Syndicate, Inc.
    v.
    Steven Furr, E. H. Mitchell & Co., L.L.C. and Reginald J.
    Laurent

    No. 2008-12140
    22nd MC for the Parish of St. Tammany,
    State of Louisiana
    Phoenix Associates Land Syndicate, Charles Paul Alonzo,
    Carolyn Williams Alonzo and Ronald L. Blackburn
    v.
    Reginald J. Laurent, E. H. Mitchell & Co., L.L.C., Steven M.
    Furr, Michael
    H. Furr and Brian Furr

    No. 07-4528
    U. S. District Court for the Eastern District of
    Louisiana
    International Turf Applicators, Inc.
    v.
    Phoenix Associates Land Syndicate, Inc.

    No. 09-3046
    U. S. District Court for the Eastern District of
    Louisiana
    Sharon Henley
    v.
    Phoenix Associates Land Syndicate

Prepetition, the Debtor was been represented by Mr. Schafer in
respect to these lawsuits.  Because of former counsel's
representation in these matters, the Debtor believes it is in the
best interest of the estate to continue this representation, since
Mr. Schafer is the most familiar with the facts and circumstances
and legal issues involved in the litigation.

The Debtor desires to employ Mr. Schafer on a contingency basis.
Mr. Schafer will receive as fee 1/3 of all amounts recovered in
the litigation, plus reimbursement of out of pocket costs and
expenses incurred by Mr. Schafer as approved by the Court, after
notice and hearing.

Mr. Schafer maintains his practice at 328 Lafayette Street, New
Orleans, Louisiana.

The Debtor was formerly in the business of sand and gravel
business and was then engaged in investments.


PHOTRONICS INC: S&P Affirms 'B-' Rating; Outlook is Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on
Brookfield, Connecticut-based photomask maker Photronics Inc. and
removed it from CreditWatch, where it was placed with developing
implications Nov. 6, 2008.  The rating outlook is negative.

Subsequent to these actions, S&P withdrew its ratings on PLAB at
the company's request.

The affirmation and removal from Watch follow PLAB's announcement
last week that it has entered into a new credit facility, which
extends the maturity on its approximately $150 million in funded
debt to Jan. 31, 2011, from Jan. 31, 2010.  The new facility also
provides the company moderate headroom under its financial
covenants and redefined its minimum EBITDA covenant to a two-
quarter-trailing basis.

"The 'B-' rating reflects PLAB's still-tight covenants, moderate
maturity schedule, and tight liquidity in a challenging macro-
environment," said Standard & Poor's credit analyst Joe Spence.
"The company's good market and technology position somewhat temper
these factors."

PLAB is an independent, leading supplier of photomasks, used to
make semiconductors and flat-panel displays.  The company
primarily competes against larger captive photomask producers
Toppan Photomask Inc. and Dai Nippon Printing in its integrated
circuit business and HOYA Corp. in its FPD business.
Semiconductor design activity is the primary driver for photomask
demand, rather than quantity of chips produced, making performance
somewhat less volatile than for other semiconductor sectors.

PLAB's April 2008 quarter revenues declined 5% sequentially and
25% year over year, to $83 million.  The decline was driven by
both reduced volumes and pricing in both its integrated circuit
and flat-panel display businesses, as customers deferred
introducing new chip designs.  Adjusted EBITDA margins for the
same period compressed about 600 basis points to 21%, due to
falling revenues and reduced fab utilization rates.  Standard &
Poor's expects only moderate improvement as a result of inventory
correction through the end of calendar 2009.  PLAB's leverage of
about 3x on adjusted debt of $222 million is low for the rating;
however, tight liquidity due to poor economic conditions, a
required minimum cash balance, and a challenging EBITDA covenant
constrain the rating.


POMARE LTD: TOC Transfers Outstanding Stock to Donald Kang
----------------------------------------------------------
Nina Wu at Star Bulletin reports that TOC Inc., the owner of Hilo
Hattie, has transferred its outstanding stock to Royal Hawaiian
Creations owner Donald Kang.

Star Bulletin relates that the Hon. Robert Faris of the U.S.
Bankruptcy Court for the District of Hawaii put off his decision
on the sale of Hilo Hattie to Maui Divers Jewelry and on other
motions, including whether to appoint a trustee or convert the
case to liquidation, until June 29. Judge Faris was scheduled to
rule on the matters on June 22.

According to Star bulletin, Maui Divers put in an offer to
purchase Hilo Hattie in May 2009 for $1 million plus an investment
of $2 million.  Star Bulletin states that as part of the deal,
Hilo Hattie CEO Ted Nelson and the Company's president, John
Scott, resigned on Friday.  Mr. Kang is Hilo Hattie's new
president, Star Bulletin relates.

Janis L. Magin at Pacific Business News states that Maui Divers'
lawyer, Cuylar Shaw, said that the company's offer was off the
table if the Judge Faris didn't approve the sale on June 22.
Citing Maui Divers President and CEO Bob Taylor, Pacific Business
reports that the company will hold its offer open until the next
hearing.

Court documents say that Mr. Kang proposed to fund a line of
credit for Hilo Hattie with $1 million in cash, and "will arrange
for an infusion of $2 million in working capital" into Hilo Hattie
upon its emergence from bankruptcy.

Howard Dicus at KGMB9 relates that another offer still on the
table, which means that the deal isn't done.  "Not until the
bankruptcy judge approves it, will they be able to reorganize Hilo
Hattie, and at this moment there is still a rival bid from another
large vendor and creditor Maui Divers, which specified today that
they will keep their bid on the table until at least the next
bankruptcy court hearing," Mr. Dicus reports.

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.


PREFERRED VOICE: March 31 Balance Sheet Upside-Down by $889,610
---------------------------------------------------------------
Philip Vogel & Co. PC, in its June 12, 2009 audit report, raised
substantial doubt about the ability of Preferred Voice, Inc., to
continue as a going concern, citing the Company's recurring losses
from operations.

At March 31, 2009, the Company had $1,430,840 in total assets; and
$2,320,450 in total liabilities, all current; resulting in
$889,610 in stockholders' deficit.  The Company also had
$21,375,382 in accumulated deficit at March 31.

The Company recorded net income of $43,617, or $0.01 per share,
for the fiscal year ended March 31, 2009, compared to a net loss
of $747,816, or $0.12 per share, for the fiscal year ended
March 31, 2008, and a net loss of $1,346,293, or $0.22 per share,
for the year ended March 31, 2007.  The decrease in loss
experienced from fiscal year end 2007 to 2008 and again from 2008
to 2009 is a result of increased revenue being generated from
revenue share agreements.

The Company's cash and cash equivalents at March 31, 2009, were
$466,187, an increase of $182,967 from $283,220 at March 31, 2008.
The Company has relied primarily on the issuance of stock,
debentures and warrants to fund its operations since January of
1997 when it sold its long-distance resale operation.

Management projects working capital needs to be approximately
$1,440,000 over the next 12 months for corporate overhead and
equipment purchases to continue to deploy services to carrier
customers.  Additionally, the Company has $2,047,500 of debentures
due on or before September 29, 2009.

Management believes that current cash and cash equivalents and
cash that may be generated from operations will not be sufficient
to meet both the anticipated capital requirements and the
debenture repayment on their maturity date.  Management believes
that it can negotiate extensions on the debentures which will
allow them to meet working capital needs from anticipated
operating cash flows as well as extinguish some portion of the
debentures due.  The projections have been based on revenue trends
from current customers and customers which are already under
contract utilizing the revenue rates that have been experienced
over the past six months with currently installed customers and
projected cash requirements to support installation, sales and
marketing, and general overhead.  If the Company cannot
renegotiate extensions on the debenture maturity dates or
operating projections are not realized, it may be forced to raise
additional capital through the issuance of new shares, the
exercise of outstanding warrants, or reduction of current
overhead.

                       About Preferred Voice

Headquartered in Dallas, Preferred Voice Inc. (OTC BB: PRFV.OB) --
http://www.preferredvoice.com/-- provides a host of integrated
voice-driven products and services.  The Company's Global
Application Platform lets telecommunications providers offer
enhanced services such as ring tones and games, voice-activated
dialing, and conferencing.  The product also includes a subscriber
Web interface and supports billing and provisioning functions.


PROSPECT HOMES: U.S. Trustee Sets Meeting of Creditors for July 10
------------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Prospect Homes of Richmond, Inc.'s Chapter 11 case on July 10,
2009, at 10:00 a.m.  The meeting will be held at the Office of the
U.S. Trustee, 701 East Broad St., Suite 4300, Richmond, Virginia.

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.

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.


PROVIDENT ROYALTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Provident Royalties, LLC
        15660 N. Dallas Parkway, Suite 700
        Dallas, TX 75248

Bankruptcy Case No.: 09-33886

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Provident Resources 1, LP                          09-33887
Provident Energy 1, LP                             09-33888
Shale Royalties II, Inc.                           09-33889
Shale Royalties 4, Inc.                            09-33890
Shale Royalties 3, LLC                             09-33891
Somerset Lease Holdings, Inc.                      09-33892
Provident Operating Company LLC                    09-33893
Provident Energy 2, LP                             09-33894
Shale Royalties 5, Inc.                            09-33895
Shale Royalties 6, Inc.                            09-33896
Shale Royalties 7, Inc.                            09-33898
Provident Energy 3, LP                             09-33899
Shale Royalties 8, Inc.                            09-33900
Shale Royalties 10, Inc.                           09-33901
Shale Royalties 9, Inc.                            09-33902
Shale Royalties 12, Inc.                           09-33903
Shale Royalties 15, Inc.                           09-33904
Shale Royalties 14, Inc.                           09-33905
Shale Royalties 16, Inc.                           09-33906
Shale Royalties 18, Inc.                           09-33907
Shale Royalties 19, Inc.                           09-33908
Shale Royalties 21, Inc.                           09-33909
Shale Royalties 20, Inc.                           09-33910
Shale Royalties 22, Inc.                           09-33911
Somerset Development, Inc.                         09-33912
Shale Royalties 17, Inc.                           09-33913

Type of Business: The Debtors acquire minerals and mineral leases.

                  See http://www.providentroyalties.com/

Chapter 11 Petition Date: June 22, 2009

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Kristen N. Beall, Esq.
                  kbeall@pattonboggs.com
                  Patton Boggs, LLP
                  2001 Ross Avenue, Suite 3000
                  Dallas, TX 75201
                  Tel: (214)758-3403
                  Fax: (214)758-1550

Claims Agent: Epiq Bankruptcy Solutions, LLC
              Grand Central Station, P.O. Box 4601
              New York, NY 10163-4601
              http://chap11.epiqsystems.com/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Devon Energy Production Co. LP trade debt        $2,028,322
20 N. Broadway
Oklahoma City, OK 73102
Tel: (405) 228-2413
Fax: (405) 552-1436

Questar Exploration & Western  trade debt        $1,052,227
Midcontinent Division
Production Co.
180 E. 100 S.
Salt Lake City, UT 84139
Tel: (801) 324-2768
Fax: (801) 324-2790

Adair Land & Leasing            trade debt       $1,014,994
200 E. 10th Street Plaza
Edmond, OK 73034
Tel: (405) 285-2596
Fax: (405) 330-4872

BP America Production Company   trade debt       $647,052

Cornerstone E&P Co. LP          trade debt       $568,737

Newfield Exploration            trade debt       $542,704
Midcontinent Inc.

Antero Resources Corp.          trade debt       $476,593

Hamm & Phillips Services Co.    trade debt       $404,797
Inc.

Champion Drilling Fluids Inc.   trade debt       $235,787

Cimmaron Field Services Inc.    trade debt       $193,254

Western Oil & Gas               trade debt       $168,386

Chesapeake Energy               trade debt       $160,560

Andarko Consultants Inc.        trade debt       $136,319

Halliburton Energy Serv. Inc.   trade debt       $121,946

Avatar Energy LLC               trade debt       $117,404

Longfellow Energy LP            trade debt       $104,344

Circle C Energy LLC             trade debt       $104,270

Sierra Engineering              trade debt       $84,844

Terra Renewal                   trade debt       $80,452

Schlumberger Technology         trade debt       $73,084

The petition was signed by Paul R. Melbye, president.


QUEBECOR WORLD: Creditors Approve U.S. and Canadian Exit Plans
--------------------------------------------------------------
Quebecor World Inc. and its affiliated debtors unveiled voting
results for Quebecor World's Third Amended Joint Plan of
Reorganization.

Voting by classes of creditors entitled to vote on the Plan
reflected broad-based support for the U.S. Plan, with all classes
entitled to vote receiving the applicable affirmative vote as
required under the U.S. Bankruptcy Code.  Of the more than 2,800
ballots cast, 2,485, or 86.4%, of all voting creditors aggregated
across classes voted to accept the U.S. Plan.  Based on total
dollar amount of claims voted, 88.9% of the total claims, or
US$1.82 billion, aggregated across classes voted to accept the
U.S. Plan.  Although no assurances can be made, Quebecor World
believes that the U.S. Plan satisfies the requirements of the
Bankruptcy Code and is confirmable.

In addition, Quebecor World also said its Second Amended and
Restated Canadian Plan of Reorganization and Compromise approved
by affected creditors at the creditors' meeting held earlier
Tuesday.  At the Canadian meeting of affected creditors of
Quebecor World, the Canadian Plan was approved by approximately
96% of those affected creditors who voted in person or by proxy,
representing approximately 89% of the total value of affected
claims that were voted at the meeting.

A joint confirmation hearing on the U.S. Plan and the Canadian
Plan is scheduled to occur on June 30, 2009, in the U.S.
Bankruptcy Court for the Southern District of New York and the
Quebec Superior Court, and Quebecor World anticipates the
consummation of the U.S. Plan and the Canadian Plan in mid-July
2009.

                      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: Ex-RR Donnelley CEO Angelson to Chair Board
-----------------------------------------------------------
The creditors of Quebecor World, North America's second largest
printing company, has named Mark Angelson, former CEO of RR
Donnelley and leading architect of the 2003-2007 printing industry
consolidation, as chairman of the company's new independent
directors.

He is joined by publishing industry leaders Tom Ryder, former
Chairman and CEO of Reader's Digest, and Jack Kliger, former
President and CEO of Hachette Filipacchi.  Messrs. Ryder and
Kliger are past Chairmen of the Magazine Publishers' Association.
Mr. Ryder also sits on the boards of Amazon.com, Virgin Mobile and
Starwood Hotels.

Raymond Bromark, chairman of the audit committee of CA, Inc., and
a retired senior partner of PricewaterhouseCoopers, also is named
to the board, along with turnaround specialist James Gaffney,
printing industry veteran Michael Allen, Canadian lawyer and
former senior officer of Alcan, Inc., David McAusland, and Gabriel
de Alba, managing director and partner of Catalyst Capital Group
of Toronto.

A spokesman for the director designees said, "The highly
fragmented printing industry must undergo further consolidation,
and this company will be an important part of that process.  We
look forward to providing overall strategic guidance, best
governance practices and oversight."

Jacques Mallette, the Company's Chief Executive, is expected to be
the only continuing member of the board.  The new board members
will be seated upon Quebecor World's emergence from its insolvency
proceedings, which is expected to occur in July.  The director
designees do not expect to make any further statements.

                      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)


RAP VENTURES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
RAP Ventures, Inc., has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Middle District of Florida.

According to court documents, RAP Ventures' assets, including the
hotel and personal property, total $6.5 million.  Michael Hinman
at Tampa Bay Business Journal reports that half of the personal
property comes from $225,000 for the value of the hotel's liquor
license as well as $300,000 for furniture and appliances.
Business Journal says that RAP Ventures' liabilities are below
$4 million.

Business Journal states that First State Bank filed a foreclosure
lawsuit against RAP Ventures is in Pinellas County Circuit Court
over a $5.8 million loan that the Company said it still owes
almost $3.8 million.  Pinellas County property records show that
First State Bank issued an original mortgage to RAP Ventures for
$2.7 million in September 2003 and made four modifications after
that between 2005 and 2006.

Business Journal relates that RAP Ventures also owes $103,000 for
taxes.  Court documents say that RAP Ventures' unsecured claims
total below $98,000, including a $52,000 franchise fee owed to
Ramada Worldwide.

Saint Petersburg, Florida-based RAP Ventures Inc., dba Ramada Inn,
owns the Ramada Inn on 5005 34th St. N., St. Petersburg.  The
Company is owned by Ram A. Prasad.


RED ROOF INN: Defaults on $367 Million of Mortgage Debt
-------------------------------------------------------
Realpoint LLC reports that Red Roof Inn Inc. defaulted on
$332 million of mortgage debt backed by 131 Red Roof Inn
properties pledged to secure repayment of the loan, and that Red
Roof Inn confirmed the default.  Frak Innaurato, Realpoint's
managing director of CMBS analytical services, tells Nadja Brandt
at Bloomberg News that Red Roof Inn is 30 days delinquent on four
loans, one for $181.75 million, another for $76.6 million, a third
for $67.6 million and a fourth for $34.4 million,

Accor SA sold an 80% equity stake in Red Roof Inn to Citigroup's
Global Special Situations Unit and a 20% equity stake in the
lodging company to Westmont Hospitality Group's Westbridge
Hospitality Fund II in 2007 for $1.3 billion, and, reportedly,
more than $1 billion of that purchase price was debt financed.

Kris Hudson at The Wall Street Journal quoted Red Roof executive
vice president Andrew Alexander as saying, "As a result of the
extraordinary stress in the hospitality industry and the economy
overall, we have entered into some restructuring discussions with
our lenders.  It has had no effect on our company operations or
our franchise operations."

The $20 million cost of Red Roof's new reservation system,
installed in April 2008, is a factor in Red Roof's difficulties
making its debt payments, WSJ states, citing Mr. Alexander.  WSJ
relates that other factors are the recession and the occupancy at
Red Roof's properties, which averaged 62% when the mortgages were
originated in 2007, sank to 50.7% in the first four months of this
year.

WSJ reports that at least $367 million of Red Roof's debt is in
securitized mortgages.  Another $655 million is in mortgages not
securitized, and $164 million is mezzanine debt, says the report.

Based in Hilliard, Ohio, Red Roof Inn Inc. --
http://www.redroof.com/-- opened its first motel in Columbus,
Ohio, in 1973, with room rates of $8.50 a night.  Today, Red Roof
has 345 inns in 36 states, employs over 6,000 people and serves
millions of guests each year.


SAN ANTONIO: U.S. Trustee Sets Meeting of Creditors for July 7
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in San Antonio Joseph's Storehouse, LLC's Chapter 11 case on
July 7, 2009, at 4:00 p.m.  The meeting will be held at U.S. Post
Office & Courthouse, 615 E. Houston Street, Room 333, San Antonio,
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.

Based in San Antonio, Texas, San Antonio Joseph's Storehouse, LLC
is a single asset real estate debtor.

The Company filed for Chapter 11 on June 1, 2009 (Bankr. W.D. Tex.
Case No. 09-52054).  William B. Kingman, Esq., represents the
Debtor in its restructuring effort.  The Debtor does not have any
creditors who are not insiders.  The Debtor listed $10 million to
$50 million in assets and $1 million to $10 million in debts.


SEA LAUNCH: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Reuters reports that Sea Launch Co. and five affiliates have filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the District of Delaware, blaming it on liquidity concerns and
recurring losses from operations.

Court documents say that Sea Launch listed up to $500 million in
assets and more than $1 billion in liabilities.  Sea Launch said
in court documents that it will explore the sale of one or more of
its divisions.

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.


SEMANTRA INC.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Semantra, Inc.
        6860 N. Dallas Pkwy., Ste. 200
        Plano, TX 75024

Bankruptcy Case No.: 09-33871

Chapter 11 Petition Date: June 21, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Scott Mark DeWolf, Esq.
                  Rochelle McCullough L.L.P.
                  101 E. Park Blvd., Suite 951
                  Plano, TX 75074
                  Tel: (972)735-9143
                  Fax: (972)735-9780
                  Email: sdewolf@romclawyers.com

                  Sean J. McCaffity, Esq.
                  Rochelle McCullough L.L.P.
                  325 N. St. Paul, Suite 4500
                  Dallas, TX 75201
                  Tel: (214)953-0182
                  Fax: (214)953-0185

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

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

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

The petition was signed by Christopher Davis, chief executive
officer and president of the Company.


SOUTH TEXAS OIL: Regains Compliance With Nasdaq Listing Rules
-------------------------------------------------------------
South Texas Oil Company has been notified by the Nasdaq that it
has regained compliance with continuing listing requirements for
the Nasdaq Global Market.

On May 20, 2009, South Texas Oil Company received a Nasdaq Staff
Deficiency Letter from Nasdaq's Listing Qualifications Department
indicating that the Company was not in compliance with the minimum
$10,000,000 stockholders' equity requirement for continued listing
on the Nasdaq Global Market.

The Company submitted to Nasdaq on June 4, 2009, a plan for
regaining compliance with the continued listing requirements
based, in part, upon the closing of the Company's $27.3 million
debt restructuring transactions, with Longview Fund L.P., its
largest stockholder, which closed effective May 18, 2009.  The
Company's plan indicated that the restructuring transactions would
have a positive effect on the Company's stockholders' equity,
which would enable the Company to satisfy the stockholders' equity
requirement for continued listing on the Nasdaq Global Market.
Specifically, the Company's plan indicated that:

    --  The Company will have increased available cash for
        operations by reduction of debt service of approximately
        $8,800 per day (or approximately $3.2 million per year)
        associated with the reduction of debt as a result of the
        proposed exchange.  There are currently no arrears in
        principal or interest in respect to the Notes.

    --  The Company will have a significant improvement of its
        balance sheet and total stockholders' equity, which will
        result in a greater ability to attract future financing to
        support strategic growth.

On June 22, 2009, the Nasdaq notified the Company that on the
basis of the Company's plan, and subject to continued monitoring
of the Company's ongoing compliance with the stockholder's equity
requirement, Nasdaq has determined that the Company once again
complies with the Nasdaq's listing qualifications for listing on
the Nasdaq Global Market.

                   About South Texas Oil Company

San Antonio, Texas-based South Texas Oil Company is an independent
energy company engaged in the acquisition, production, exploration
and development of crude oil and natural gas.  Its core operating
areas include Texas, Louisiana and the Gulf Coast.


STATION CASINOS: Seeks to Extend Forbearance Pacts to July 17
-------------------------------------------------------------
Station Casinos, Inc., is continuing to engage in restructuring
discussions with its lenders.  The Company is proposing to enter
into an extension of the forbearance agreements with the holders
of a majority in principal amount of its senior and senior
subordinated notes and the lenders holding a majority of the
commitments under its Credit Agreement, dated as of November 7,
2007, extending the forbearance period with those lenders to
July 17, 2009.

The lenders are currently seeking requisite approval for the
extension of the forbearance agreements, which have expired.

Station Casinos proposed a prepackaged bankruptcy plan in February
2009 to restructure and eliminate half its $5.7 billion debt load.
The Associated Press relates that Station Casino's current
proposal asks investors holding $2.3 billion in bonds to exchange
high-cost debt for low-cost debt and cash so that the Company can
enter into a Chapter 11 reorganization.

Station Casinos' owners said that they will invest $244 million in
cash into the Company if bondholders agree to the restructuring
proposal, The AP states.

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Station Casinos's 6% senior notes to 'D' from
'CC'.  S&P also removed the rating from CreditWatch, where it was
initially placed with negative implications December 16, 2008.
These actions reflect the missed April 1, 2009 interest payment on
the notes.  A payment default has not occurred relative to the
legal provisions of the notes, because there is a 30-day grace
period to make the payment.  However, S&P considers a default to
have occurred, even if a grace period exists, when the nonpayment
is a function of the borrower being under financial stress --
unless S&P is confident that the company will make the payment in
full during the grace period.

As reported by the Troubled Company Reporter on February 24,
Moody's Investors Service said Station Casinos's ratings are not
affected by the announcement that it failed to make a February 15,
2009 scheduled interest payment on its 7.75% senior notes due
2016.  Standard & Poor's Ratings Services lowered its issue-level
rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'.
The rating action reflects the missed February 15, 2009 interest
payment on the notes.


SOLO CUP: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------
Fitch Ratings has affirmed Solo Cup Company's Issuer Default
Rating and existing ratings:

  -- IDR at 'B-';
  -- Senior subordinated notes at 'CCC'/RR5.

Fitch also has assigned these ratings to Solo's $200 million
asset-based revolving credit facility due 2013 and $300 million
senior secured notes due 2013:

  -- ABL Credit Facility 'BB-/RR1';
  -- Senior secured notes 'BB-/RR1'.

In addition, at the time the transaction closes, Fitch will
withdraw these ratings:

  -- Senior secured term loan 'BB-/RR1';
  -- Senior secured revolving credit facility 'BB-/RR1'.

The Rating Outlook is Stable.

Proceeds from the secured note offering and new bank financing
will be used to repay all amounts outstanding under Solo's
existing first lien credit agreement, which was $369 million as of
the first quarter of 2009.

The refinancing addresses the near-term maturity of its bank
credit facility as well as the relatively tight covenant
requirements in Solo Cup's credit facility that further stepped
down in the second half of 2009.  The ABL facility will be secured
by senior liens on Solo Cup's accounts receivable, inventory and
certain other assets and by junior liens comprising substantially
all of their other tangible and intangible assets.  The senior
secured notes and the note guarantees will be secured on a senior
basis by substantially all of the issuers' and the guarantors'
tangible and intangible assets, other than the ABL Collateral and
certain excluded assets.  The secured notes will also be secured
on a junior basis in all of the ABL Collateral.  The financial
covenants for the new ABL facility contain a springing covenant to
maintain a minimum fixed charge coverage of 1.1 times (x) that is
activated if excess borrowing availability falls below a specified
threshold.  As a result of the new secured notes, interest costs
will rise moderately.

This affirmation recognizes Solo Cup's leading market share across
its product categories, national distribution, strong brand
recognition, diversified raw materials mix and good customer base.
The company has made significant capital investments during the
past several quarters to upgrade plant assets, improve cost
efficiencies, reduce fixed costs through plant closures and
introduce new product lines.  This investment will benefit Solo
Cup's competitive position and longer-term potentially enable the
company to improve margins as end markets stabilize.  Fitch
believes the company will continue meaningful investment over the
next few years to continue the upgrade of its assets to improve
efficiencies.

However, Fitch remains concerned with the significant volume
declines related to the weakened global economies and the
competitive marketplace that has particularly affected certain
foodservice channels.  For the first quarter of 2009, volume
declines were approximately 24% with approximately one-third of
the decrease reflecting the de-emphasis of certain unprofitable
product categories.  In addition, resin pricing volatility has
created significant unpredictability in product pricing, that when
coupled with excess industry capacity, has created profitability
challenges.  If the recession becomes more prolonged, Fitch
believes the company maintains some flexibility to manage through
these challenges by continuing cost savings efforts, by limiting
discretionary spending and taking steps to defer some investments.
Currently, Fitch expects Solo's financial performance to improve
over the remaining quarters of 2009 as further cost efficiencies
roll through, additional revenue is realized from recent contract
wins and as new revenue from product introductions like
polypropylene cups begin to ramp up.

While Solo's top line revenue will be pressured in 2009,
expectations are for cash from operations and free cash flow to
increase materially.  The majority of the increase is expected to
be related to a reduction in inventory from lower resin costs,
less raw materials, modest improvement in inventory turnover and a
decline in buffer stock for plant closures.  In addition, Solo has
several options available for additional liquidity through
potential real estate sales.  At the end of the first quarter of
2009, cash on the balance sheet was $47 million.  Free cash flow
for the last twelve months was approximately $60 million.

Going forward, Fitch believes the ratings have upward potential.
Solo has significantly improved its credit profile during the past
two years.  This is evidenced by a decline in leverage, improved
interest coverages and increased free cash flow although interest
costs will increase due to the refinancings.  If the company
continues to execute on its strategic initiatives to improve the
business, the economy stabilizes and the capital structure issues
are addressed, Fitch would revisit the current Outlook.


STEEL DYNAMICS: Moody's Confirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Steel Dynamics Corporation's
Ba1 corporate family rating and probability of default rating.  At
the same time, Moody's confirmed the Ba2 rating on the company's
senior unsecured notes.  This concludes the review for possible
downgrade, which commenced April 28, 2009.  The rating outlook was
changed to negative.

While SDI's financial metrics are expected to contract materially
in 2009, particularly as reflected by elevated leverage ratios (as
measured be the debt/EBITDA ratio) given the fall off in demand in
its core business segments, the Ba1 corporate family rating
considers the company's low cost mini-mill operating structure,
and its diversified product mix, which has shifted in recent years
toward higher value-added steel and specialty alloys.  The rating
also acknowledges the company's recent actions to improve its
liquidity position, which include an amendment to its secured bank
revolver and the issuance of common equity and convertible debt.
These actions resulted in the removal of potential covenant
default issues under the revolver and repayment of the term loan.
While the corporate family rating acknowledges the challenges
facing the company as steel industry conditions remain difficult
with very weak demand and low, albeit marginally improving
capacity utilization levels, it anticipates the ability of the
company to exhibit an improving earnings trend as industry
conditions stabilize and inventory adjustments are completed.  In
the first quarter of 2009, the company's steel mills operated at
roughly 46% of capacity, ferrous metals recycling at around 42% of
processing capacity, and its fabricating operations at
approximately 45%.  Although Moody's does not expect that these
run rates will materially improve in 2009 Moody's do believe that
conditions have bottomed and incremental improvement is likely
through the balance of 2009.  The actions taken by the company to
match production to demand and reduce costs are expected to result
in quarterly performance improvement over the balance of 2009,
particularly in the second half at which time, Moody's expect the
company to exhibit improving profitability.

Moody's anticipates that the company's cost cutting actions
coupled with incremental productivity improvements and a
strengthened liquidity profile will enable the company to manage
in the current environment without further significant
deterioration.  Moody's believes that SDI is among the lowest cost
steel producers in the U.S., on a per ton basis, enabling the
company to better manage through periods of low prices and
sluggish demand.  Given the company's five EAF mini-mills and
vertical integration into downstream fabrication and upstream
scrap and pig iron, Moody's expects the company to exhibit strong
performance when demand and price materially improve.  Further,
the company's recent credit amendments, which allowed SDI to
suspend its total leverage covenant until December 31, 2010 and
increase the headroom under its interest coverage covenant,
relieve Moody's concern over a potential covenant violation in the
ensuing quarters.  SDI also benefits from flexible labor
arrangements, the absence of a defined benefit pension program,
and manageable environmental liabilities.

The negative outlook captures Moody's expectations that SDI's
performance will continue to be challenged by weakness across
virtually every steel end market and could deteriorate beyond
Moody's current forecast, which anticipates an improving profit
performance over the second half of 2009.  The negative outlook
also reflects Moody's expectation that anticipated near-term
losses and reduced business activity levels will further constrain
cash generation in the upcoming quarters.  Should the anticipated
profit improvement not be achieved or capacity utilization rates
not improve to above the current 50% level, the rating would come
under pressure.

Confirmations:

Issuer: Steel Dynamics, Inc.

  -- Probability of Default Rating, Confirmed at Ba1

  -- Corporate Family Rating, Confirmed at Ba1

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2,
      (LGD 4, 66%)

Outlook Actions:

Issuer: Steel Dynamics, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

The last rating action on SDI was April 28, 2008, when Moody's
placed the ratings of SDI under review for possible downgrade.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated net steel shipments of approximately 5.6 million tons
and generated revenues of $8.1 billion in 2008.


SUNG TAE KIM: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Sung Tae Kim
               Kang Kim II
                  aka Kang II Yu
               1117 S. Wilton Place
               Los Angeles, CA 90019

Bankruptcy Case No.: 09-25764

Chapter 11 Petition Date: June 22, 2009

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

Judge: Vincent P. Zurzolo

Debtors' Counsel: Daniela P. Romero, Esq.
                  Law Office of Daniela P Romero
                  3600 Wilshire Blvd, Ste 820
                  Los Angeles, CA 90010
                  Tel: (213) 387-1300
                  Fax: (213) 387-2300

Total Assets: $2,456,000

Total Debts: $3,451,401

A full-text copy of the Debtors' petition, including a list of
their 18 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cacb09-25764.pdf

The petition was signed by the Joint Debtors.


SYLVIA MARTIN: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Sylvia S. Martin
        15 South Auburndale Street
        Memphis, TN 38104

Bankruptcy Case No.: 09-26682

Chapter 11 Petition Date: June 22, 2009

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

Judge: Jennie D. Latta

Debtor's Counsel: James D. Gentry, Esq.
                  Toni Campbell Parker, Esq.
                  Gentry Arnold, PLLC
                  5050 Poplar Avenue, Suite 511
                  Memphis, TN 38157
                  Tel: (901) 591-8800
                  Fax: (901) 492-4905
                  Email: gentrybankruptcy@gentryarnold.com

Total Assets: $3,316,629

Total Debts: $2,370,154

The Debtor identified Baptist Memorial Hospital Memphis with
medical services claim for $250 as its largest unsecured creditor.
A full-text copy of the petition is available for free at:

          http://bankrupt.com/misc/tnwb09-26682.pdf

The petition was signed by Kathryn A. Biery, president of the
Company.


TRANSMERIDIAN EXPLORATION: U.S. Trustee Unable to Appoint Panel
---------------------------------------------------------------
The United States Trustee informed the U.S. Bankruptcy Court for
the Southern District of Texas that it was unable to appoint an
Official Committee of Unsecured Creditors in the bankruptcy cases
of Transmeridian Exploration Incorporated.

The U.S. Trustee said it had contacted unsecured creditors, but
too few creditors expressed an interest in being appointed to the
Committee.

The Court is scheduled to consider approval today the disclosure
statement explaining Transmeridian Exploration's reorganization
plan.  As reported in the Troubled Company Reporter on June 3,
2009, the Debtors submitted to the Court a consolidated plan of
liquidation, dated as of May 29, 2009, and a joint disclosure
statement with respect to said plan.

Bloomberg News' Bill Rochelle has reported that the Plan is
premised on the sale of a principal asset for $35 million in two-
year notes.  According to Mr. Rochelle, unless a higher bid
appears at auction for the interest in the field in Kazakhstan,
the buyer is to be a Kazakhstan company affiliated with an
individual named Erlan Sagadiev, who was retained to provide
consulting and management services for the operations in
Kazakhstan.

The company originally intended to sell the operations in
Kazakhstan before confirmation of a reorganization plan but the
Bankruptcy Court ruled that the sale could only occur as part of a
plan.  To meet the Court's requirements, the Company filed a plan
and explanatory disclosure statement at the end of May.  In
exchange for their $300 million in secured claims, the noteholders
are to receive the $35 million in notes from the sale, less the
$700,000 in financing that Mr. Sagadiev provided for the
reorganization effort.

The noteholders also will receive 80% of cash left in the company
after the sale.  Unsecured creditors, whose claims may total as
much as $12.7 million, are to have the other 20% of available
cash.

A full-text copy of the disclosure statement explaining the
Debtors' consolidated plan of liquidation is available at:

         http://bankrupt.com/misc/transmeridan.DS.pdf

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.


TORREYPINES THERAPEUTICS: Seek Stockholder OK on Dissolution Plan
-----------------------------------------------------------------
TorreyPines Therapeutics, Inc., will hold a Special Meeting of
Stockholders on July 9, 2009 at 9:00 a.m. local time at the
Company's executive offices located at 11085 North Torrey Pines
Road, Suite 300, La Jolla, California.

The purpose of the Special Meeting is to:

   -- approve the liquidation and dissolution of the Company
      pursuant to a Plan of Liquidation and Dissolution of the
      Company;

   -- consider and vote upon a proposal to adjourn the Special
      Meeting, if necessary or appropriate, to permit further
      solicitation of proxies if there are not sufficient votes at
      the time of the Special Meeting to approve the Plan of
      Dissolution;

   -- conduct any other business properly brought before the
      meeting and any postponement or adjournment of the meeting.

Pursuant to the Plan of Dissolution, TorreyPines Therapeutics will
continue to pursue the sale of either the Company or tezampanel
and NGX426, its clinical stage ionotropic glutamate receptor
antagonist product candidates, or any other assets of the Company.
Alta Partners, which owned 13.9% of TorreyPines Therapeutics
common stock as of May 26, 2009, has indicated that it is
interested in acquiring the rights to tezampanel and NGX426.  Dr.
Jean Deleage, a managing director of Alta Partners, was a member
of the TorreyPines Board of Directors until May 27, 2009.

To provide parties additional time to express interest in
acquiring the Company or its assets, the Board plans to review and
negotiate, but not to make a binding commitment to, any
transaction until June 30, 2009, with the objective of paying
creditors and maximizing the return, if any, to stockholders,
although the Board can not provide any assurance of achieving
those objectives.

Because the Company's three remaining employees have severance
claims under their employment agreements with the Company, they
have an interest in any potential transaction.  The Company
therefore intends to have the Strategic Transaction Committee of
the Board of Directors, consisting of the independent,
disinterested directors, evaluate any proposals received.

The Plan of Dissolution contemplates the sale of all of
TorreyPines Therapeutics' remaining non-cash assets without
further stockholder approval.  Stockholder approval of the Plan of
Dissolution will constitute approval of any and all such future
asset dispositions on such terms as are approved by our Board of
Directors in its sole discretion.  The prices at which TorreyPines
Therapeutics will be able to sell various assets depend largely on
factors beyond its control, including, without limitation, the
condition of financial markets, the availability of financing to
prospective purchasers of the assets, any required United States
and foreign regulatory approvals, public market perceptions and
limitations on transferability of certain assets.

Stockholders of record at the close of business on May 26, 2009,
will be entitled to notice of the Special Meeting and to vote at
the meeting or any adjournment or postponement.

The Company says its Board of Directors has carefully reviewed and
considered the terms and conditions of the Plan of Dissolution and
has concluded that the liquidation and dissolution of the Company,
pursuant to the Plan of Dissolution, is in the best interests of
the Company and its stockholders.  The Board has approved the
proposal and recommends for its proposal.

Meanwhile, on June 12, 2009, the Company received notice from Dr.
Jason S. Fisherman that he was resigning from the Company's Board
of Directors effective immediately.  No reason was given for Dr.
Fisherman's resignation.

A full-text copy of the Company's Proxy Statement is available at
no charge at http://ResearchArchives.com/t/s?3e19

                  About TorreyPines Therapeutics

La Jolla, California-based TorreyPines Therapeutics, Inc.,
(NASDAQ: TPTX) -- http://www.tptxinc.com/-- is a
biopharmaceutical company committed to providing patients with
better alternatives to existing therapies through the research,
development and commercialization of small molecule compounds.
The Company's goal is to develop versatile product candidates each
capable of treating a number of acute and chronic diseases and
disorders such as migraine, acute and chronic pain, and
xerostomia.  The Company currently has three clinical stage
product candidates: two ionotropic glutamate receptor antagonists
and one muscarinic receptor agonist.

TorreyPines Therapeutics had $6.70 million in total assets,
$4.87 million in total liabilities, and $1.83 million in
stockholders' equity at March 31, 2009.

                           *     *     *

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.

The Company received on March 31, 2009, a letter from the Listing
Qualifications Department of the Nasdaq Stock Market notifying the
Company that based on the Company's stockholders' equity as
reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on The Nasdaq Global Market as set forth in NASDAQ
Marketplace Rule 4450(a)(3).


TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16
--------------------------------------------------------------
True Temper Sports, Inc., on June 15, 2009, amended the existing
forbearance with the lenders in its 2006 Restated Credit Facility,
to extend the forbearance through July 16, 2009.

The Company has negotiated the terms of a 90-day forbearance with
all of the lenders in the Company's revolving credit facility, and
a majority of the lenders in the Company's 2006 Restated Credit
Facility.  The lenders in the Company's revolving credit facility
and 2006 Restated Credit Facility initially agreed not to exercise
their rights as a result of the default through June 16, 2009,
provided the Company adheres to the requirements of the
forbearance terms.  Upon expiration of the forbearance period, the
forbearance will be immediately and automatically terminated and
be of no further force or effect.

On March 16, 2009, the Company did not make the principal payment
then due on its revolving credit loans, in an aggregate amount
equal to $20.0 million -- including $17.0 million in borrowings
and $3.0 million in outstanding letters of credit -- due to the
lenders under the 2006 Restated Credit Facility.  The Company's
failure to make the scheduled principal payment on the revolving
credit loans is an Event of Default under the 2006 Restated Credit
Facility, which entitles the lenders to immediately accelerate the
repayment of all other amounts borrowed under the 2006 Restated
Credit Facility together with accrued and unpaid interest thereon.

Also on March 16, 2009, the Company did not pay interest then due
to the holders of its 8-3/8% Senior Subordinated Notes due 2011.
The failure to pay interest constituted an Event of Default under
the Indenture, which gave the holders of the 8-3/8% Notes the
right to accelerate the payment of the principal together with
accrued and unpaid interest thereon.  The non-payment of principal
then due under the 2006 Restated Credit Facility also constituted
an Event of Default under the Indenture.

The non-payment of interest under the Indenture also constituted
an Event of Default under a Second Lien Credit Agreement.  The
non-payment of principal under the 2006 Restated Credit Facility,
if continued for 90 days after notice or if the maturity of
principal of the 2006 Restated Credit Facility is accelerated,
will constitute an Event of Default under the Second Lien.

As of March 29, 2009, the Company's long-term debt obligations
consist of:

   8-3/8% Senior Subordinated Notes due 2011   $125,000,000
   2006 Restated Credit Facility                101,733,000
   Second Lien                                   45,000,000
                                              -------------
      Total debt                               $271,733,000

Due to the events of default, all of the Company's debt has been
classified as a current liability on its consolidated balance
sheets as of March 29, 2009 and December 31, 2008.

The Company has said its non-compliance with its loan covenants,
decreasing revenues resulting from the current global economic
downturn, and substantial annual cash interest payment
requirements raise substantial doubt about its ability to continue
as a going concern under its existing capital structure.

The Company has retained the investment banking firm, Lazard
Middle Market, to assist it in exploring alternatives to enhance
the Company's capital structure.  The Company is in discussions
with certain lenders under the 2006 Restated Credit Facility, the
Second Lien, and the 8-3/8% Notes to refinance or restructure its
debt.  In addition to addressing the Company's capital structure,
management has also enacted restructuring plans to address
operating costs by reducing headcount on a global basis,
significantly reducing fixed costs at the Company's manufacturing
facilities, renegotiating lease terms and rental rates for certain
of the Company's facilities, and decreasing discretionary spending
on items such as travel, entertainment, and certain marketing
expenses.

There can be no guarantee that any restructuring or refinancing
plan will be successfully implemented.  Failure to successfully
implement a restructuring or refinancing plan or otherwise address
compliance issues under the 2006 Restated Credit Facility, the
Second Lien, or the 8-3/8% Notes within the time frame permitted
may have a material adverse effect on the Company's business,
results of operations, and financial position, and may materially
impact the Company's ability to continue as a going concern.

True Temper Sports, Inc., designs, manufactures and markets golf
shafts.  The Company also designs, manufactures and markets
products such as steel and titanium alloy bicycle frames,
composite bicycle components, such as forks and handlebars, and
graphite hockey sticks.  In 2008, approximately 70% of the
Company's revenue was generated through the sale of steel golf
shafts.

At March 29, 2009, the Company had $190,194,000 in total assets
and $316,214,000 in total liabilities, resulting in $126,020,000
stockholders' deficit.


TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16
--------------------------------------------------------------
MGM MIRAGE has concluded that there is no longer substantial doubt
about its ability to continue as a going concern as a result of a
series of transactions it executed in May 2009 to improve its
financial condition.

On May 19, 2009, as reported by the Troubled Company Reporter, MGM
MIRAGE completed a public offering of 164.5 million shares of its
common stock at $7 per share, with proceeds of roughly
$1.1 billion.  In addition, the Company launched a private
placement of senior secured notes; $650 million of 10.375% senior
secured notes due May 2014 and $850 million of 11.125% senior
secured notes due November 2017.

In conjunction with the transactions, the company entered into
Amendment No. 6 and waiver to its senior credit facility, which
required the Company to: 1) permanently repay $826 million of the
credit facility, and 2) treat the $400 million in aggregate
repayment of the credit facility borrowings made as a condition to
Amendment No. 2 and Amendment No. 5 as a permanent prepayment of
the credit facility borrowings.

Other changes were made as a part of the amendment, including: 1)
amending certain financial and non-financial covenants, 2)
allowing the issuance of equity and debt securities of up to
$3.0 billion and the ability to grant liens to secured
indebtedness up to $1.5 billion, 3) amending restrictions in
prepayment and redemption of certain indebtedness, 4) provide that
50% of net proceeds from any future asset sales would be used to
permanently reduce the senior credit facility, subject to any
similar requirements in other debt instruments, and 5) fix the
LIBOR margin at 4.00% and the base rate margin at 3.00%.

The Company has significant indebtedness and significant financial
commitments in 2009.  In addition to commitments under employment,
entertainment and other operational agreements, the Company's
financial commitments and estimated capital expenditures in 2009,
as of December 31, 2008, totaled approximately $2.8 billion.

Based upon facts and circumstances that existed as of December 31,
2008, the Company had previously disclosed that there was
substantial doubt about its ability to continue as a going concern
and the report of the Company's independent registered public
accountant contained an explanatory paragraph with respect to the
Company's ability to continue as a going concern.

The Company filed with the Securities and Exchange Commission
updated audited consolidated financial statements as of and for
each of the three years ended December 31, 2008, and an updated
report of the Company's independent registered public accounting
firm.  A full-text copy of the disclosures is available at no
charge at http://ResearchArchives.com/t/s?3e1e

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services raised its corporate credit
ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC',
reflecting the substantial boost to MGM MIRAGE's intermediate-term
liquidity profile provided by the recent $2.5 billion capital
raise (prior to any over-allotments on the equity offering).  S&P
also removed all ratings from CreditWatch, where they were placed
with positive implications on May 13, 2009, following MGM MIRAGE's
announced plans to raise at least $2.5 billion of capital.  The
rating outlook is developing.

The TCR said May 15 that Moody's Investors Service affirmed MGM
MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of
Default Rating following the company's announcement it intends to
issue $1.0 of new common equity and $1.5 billion of new senior
secured notes.  A B1 rating was assigned to the proposed
$1.5 billion senior secured guaranteed notes.  MGM has an SGL-4
Speculative Grade Liquidity rating and a negative rating outlook.


TRW AUTOMOTIVE: Moody's Holds 'Caa1' Probability of Default Rating
------------------------------------------------------------------
Moody's Investors Service confirmed TRW Automotive, Inc.'s
Probability of Default Ratings at Caa1.  In a related action TRW's
Corporate Family Rating was lowered to Caa2 from Caa1 and the
ratings for the senior secured credit facilities were lowered to
B2 from B1.  The ratings of the guaranteed senior unsecured notes
were confirmed at Caa2.  The Speculative Grade Liquidity Rating is
affirmed at SGL-4.  The outlook is negative. This action concludes
the review initiated on October 7, 2008.

TRW's Caa1 Probability of Default rating continues to reflect
Moody's expectations of significantly weaker operating performance
and credit metrics over the intermediate term resulting from weak
automotive production levels in North America and Europe.  Also
incorporated in the Probability of Default rating is Moody's
expectation that upon completion of a planned amendment of
covenant levels in its senior secured credit facilities the
company will have sufficient operating flexibility and liquidity
to continue to restructure its operations in response to the
severe industry downturn.  TRW's competitive position is expected
to continue to benefit from its strong position in safety
products, and a sound level of geographic, customer, and product
diversification.

While recent U.S automotive sales data indicates higher sequential
sales for May, year-over-year results continue to reflect
significant deterioration in consumer demand.  Moody's expects
unemployment rates in the U.S., currently 9.4%, will continue to
climb over the near term, dampening prospects of a U.S. automotive
sales recovery in the second half of 2009.  Jobless rates in Euro
zone countries, currently 9.2%, are expected to increase through
2010 and will negatively impact geographically diverse automotive
suppliers such as TRW.  These pressures have resulted in Moody's
employing a 40% family recovery rate in its Loss Given Default
assessment for the company, which drives the positioning of the
CFR at Caa2 under the Loss Given Default Methodology.

The company has executed restructuring actions such as a 19%
workforce reduction from year-end 2007 levels, facility closures,
short-week working schemes in Europe, and decreased capital
spending.  Additional restructuring actions are expected over the
near-term.  For the LTM period ending April 3, 2009 (calculated
using Moody's standard adjustments), TRW's EBIT/interest expense
was approximately 0.4x, total Debt/EBITDA was approximately 5.9x,
and free cash flow was $256 million.  These credit metrics are
expected to deteriorate over the near-term as a result of weak
industry conditions.

The negative outlook considers the risk of additional
deterioration in the automotive industry resulting from weak
global economic conditions, the ongoing costs and implementation
risks of the company's restructuring initiatives, and the impact
of these concerns on TRW's liquidity and financial flexibility
over the near-term.  Further affecting the company's operating
performance will be the need for additional restructuring actions
at GM, Chrysler, and other OEMs, as they adjust their operations
to the lower sales environment expected over the intermediate
term.  The Detroit-3 represented about 35% of TRW's 2008 revenues.
These restructuring actions include plant closures and
consolidations, and platform cancellations which will challenge
the operating efficiency and financial flexibility of all related
automotive suppliers.

TRW's liquidity rating of SGL- 4 continues to reflect weak
liquidity expected over the next twelve months.  Incorporated in
this view is the expectation that TRW's operations will consume
cash over the next twelve months, as a result of weak industry
conditions.  This expectation includes modest amounts of debt
amortization.  The company's cash and cash equivalent balances at
April 3, 2009 were $535 million. Subsequent to that date, the
company drew down approximately $1.2 billion under its revolving
credit facilities.  TRW will likely reduce borrowings under the
revolving credit facilities once the amendment to the bank credit
facilities that it is seeking from its lenders is completed.
However, utilization under the revolving credit facilities is
expected to increase as the year progresses, given the anticipated
free cash flow burn.  The revised financial covenants under the
bank credit facility are expected to provide sufficient cushion
for the company to fund the potential cash flow burn.  Alternative
liquidity arrangements will continue to be limited by the current
bank liens over substantially all of the company's assets.

Ratings Confirmed:

  -- Probability of Default Rating; at Caa1;

  -- $500 million senior unsecured notes due 2014, at Caa2 (LGD5,
     81%);

  -- Euro 275 million senior unsecured notes due 2014, at Caa2
     (LGD5, 81%);

  -- $600 million senior unsecured notes due 2017, at Caa2 (LGD5,
     81%);

Ratings Lowered:

  -- Corporate Family Rating, to Caa2 from Caa1;

  -- $1.4 billion combined senior secured domestic and global
     revolving credit facilities, to B2 (LGD2, 27%) from B1 (LGD2,
     15%);

  -- $600 million senior secured term loan A, to B2 (LGD2, 27%)
     from B1 (LGD2, 15%);

  -- $500 million senior secured term loan B, to B2 (LGD2, 27%)
     from B1 (LGD2, 15%);

Rating affirmed:

  -- Speculative Grade Liquidity Rating, at SGL-4

The last rating action was on March 26, 2009 when the Corporate
Family Rating was lowered to Caa1 and remained under review for
further downgrade.

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2008 were approximately $15.0 billion.


TV DAIRY: Gets Interim Approval to Use FDIC Cash Collateral
-----------------------------------------------------------
TV Dairy LLC seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to use cash collateral for the purposes of
funding its day-to-day business operations.

The Debtor has financed its operations with credit facilities
extended by New Frontier Bank. The Federal Deposit Insurance
Company, as receiver for New Frontier Bank, claims to have prior,
perfected security interests in the Debtor's equipment, inventory,
livestock, accounts receivable and general intangibles, as well as
all proceeds.

The Debtor owes additional prepetition debt to Scott Busker, who
may assert an interest in cash collateral as well as certain real
estate owned by principals of the Debtor.  The Debtor would
dispute any interest that Mr. Busker may claim in cash collateral.

David P. Hutchinson, Esq., at Otten Johnson Robinson Neff +
Ragonetti, P.C., notes that milk production is entirely dependent
on healthy livestock.  Based on current market prices, the Debtor
spends approximately $240,000 per month for feed and related
products.  Labor and other miscellaneous costs bring the Debtor's
monthly operating expenses to approximately $490,000, exclusive of
debt service payments to the Prepetition Lender.  Failure to pay
for feed or the labor associated with maintaining the Debtor's
livestock would result in an immediate and accelerating decline in
milk production and revenue, and would jeopardize the health of
animals that also have been pledged as collateral for Prepetition
Lender's loans.

The Debtor has submitted a budget for the period June 15, 2009
through August 31, 2009, as part of its bid to use cash
collateral.

TV Dairy also asks the Court to enter an order finding that the
FDIC's interests, as receiver for New Frontier Bank, will be
adequately protected without additional relief under Section
363(e) of the Bankruptcy Code.

Mr. Hutchinson explains that it is apparent that the value of the
Prepetition Lender's collateral1 will not be impaired, and in fact
can only be maintained, by allowing the Debtor to pay for feed,
labor and other products and services associated with the day-to-
day operation of its business.

                     Agreed Interim Order

The FDIC has approved the form and content of a proposed interim
order authorizing the Debtor to use cash collateral.  Judge
Michael E. Romero has signed the interim order.

A copy of the Interim Order together with the Budget is available
for free at http://bankrupt.com/misc/TV_Dairy_Cash_Order.pdf

Subject to any subsequent ruling by the Court that the FDIC-R's
liens are subordinate or invalid or that the granting of a super-
priority administrative claims is unwarranted, the FDIC is granted
an allowed super-priority administrative claim pursuant to
Sections 507(b) of the Code for all of the Cash Collateral Use
Amount, which shall have priority over any and all other
indebtedness, all administrative expenses and priority expenses of
any kind except for up to $7,500 for fees, costs, and expenses of
any chapter 11 or chapter 7 trustee.  However, the United States
Trustee, the Debtor and other parties in interest shall retain the
right to object to the granting of an allowed super-priority
administrative claim in favor of the FDIC-R at the final hearing
to be held on July 23, 2009 and as part of a final order.

                          About TV Dairy

TV Dairy LLC owns and operates a dairy facility located near Ft.
Lupton, Colorado.  The dairy operation milks approximately 1,500
cows three times per day.  The sale of milk generates more than
$400,000 in monthly revenue based on current market prices,
accounting for more than 90 percent of the Debtor's income.


TV DAIRY: Proposes Weinman & Associates as Counsel
--------------------------------------------------
TV Dairy LLC seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to employ Weinman & Associates P.c. as
counsel.

Weinman will represent the Debtor in connection with its
bankruptcy case, including the preparation of the statements and
schedules, the plan of reorganization and disclosure statement,
and related matters.

The firm has received a $40,000 retainer from the Debtor.  The
firm will bill at its customary hourly rates: Jeffrey A. Weinman,
Esq., will charge $375 per hour; William A. Richey, Esq., $275 per
hour; and Lisa Barenberg, paralegal, $130 per hour.

The firm has no connection with the Debtor, its creditors, the
U.S. Trustee, or any other party-in-interest except that Jeffrey
A. Weinman, Esq., president of the firm, is a Chapter 7 panel
trustee.  Mr. Weinman says he and his firm are "disinterested
persons" as defined in 11 U.S.C. Sec. 101(14).

The firm may be contacted at:

    Jeffrey A. Weinman, Esq.
    William A. Richey, Esq.
    730 17th Street
    Suite 240
    Denver, Colorado 80202
    Tel: (303) 572-1010
    Fax: (303) 572-1011
    E-mail: jweinman@epitrustee.com
            Wrichey@weinmanpc.com

TV Dairy LLC owns and operates a dairy facility located near Ft.
Lupton, Colorado.  The dairy operation milks approximately 1,500
cows three times per day.  The sale of milk generates more than
$400,000 in monthly revenue based on current market prices,
accounting for more than 90 percent of the Debtor's income.


UAL CORP: Directors Reelected; Aims to Boost Liquidity
------------------------------------------------------
At its annual shareholder meeting dated June 11, 2009, UAL
Corporation discussed its plan to address the current economic
challenges and position the company for success going forward,
disclosed a company statement.

Shareholders also re-elected each of the Company's directors for a
one-year term at UAL's 2009 Annual Meeting.

"We are doing the work to compete in the current environment and
put United on a path to profitability," said Glenn F. Tilton,
chairman, president and chief executive officer of UAL
Corporation and United Air Lines, Inc.  "By electing our
directors to another term, our shareholders have endorsed the
progress we are making."

Kathryn Mikells, United's chief financial officer, discussed the
steps United is taking to further reduce costs and raise
liquidity, ensuring United has the financial capacity needed to
manage the challenges the industry faces.

John Tague, executive vice president and chief operating officer,
discussed the work United is doing to improve every facet of the
customer experience from the on-time performance and cleanliness
of its flights to the workability of the products on board.  This
work has resulted in a 10 percent improvement in the satisfaction
ratings of United's most loyal customers and $18 million in
payouts to front-line employees for delivering top on-time
performance for the first five months of the year, notes the
statement.

Each of the 10 directors standing for election by the common
stockholders of the company was re-elected:

    * Richard J. Almeida -- retired chairman and chief executive
      officer of Heller Financial, Inc.

    * Mary K. Bush -- president of Bush International, a global
      consulting firm

    * W. James Farrell -- retired chairman and chief executive
      officer of Illinois Tool Works, Inc., an engineering
      components manufacturer

    * Walter Isaacson -- president and chief executive officer
      of the Aspen Institute, an international education and
      leadership organization; former chairman and chief
      executive officer of CNN

    * Robert D. Krebs -- retired chairman and chief executive
      officer of Burlington Northern Santa Fe Corporation

    * Robert S. Miller -- executive chairman of Delphi
      Corporation, a supplier of mobile electronics and
      transportation systems; former non-executive chairman of
      the board of Federal Mogul Corporation, an auto parts
      supplier, and former chairman and chief executive officer
      of Bethlehem Steel Corporation

    * James J. O'Connor -- retired chairman and chief executive
      officer of Unicom Corporation, a holding company, and its
      wholly owned subsidiary, Commonwealth Edison Company

    * Glenn F. Tilton -- chairman, president and chief executive
      officer of UAL Corporation and its wholly owned
      subsidiary, United Air Lines, Inc.; former vice chairman
      of ChevronTexaco Corporation; former chairman of the board
      and chief executive officer of Texaco, Inc.

    * David J. Vitale -- former senior advisor to the chief
      executive officer of the Chicago Public School system and
      the former chief administrative officer of the Chicago
      Public School system; former president and chief executive
      officer of the Chicago Board of Trade

    * John H. Walker -- chief executive officer of Global Brass
      and Copper and the former chief executive officer and
      president of the Boler Company, a transportation
      manufacturer; former chief executive officer, former
      president and chief operating officer of Weirton Steel
      Corporation

In addition, holders of two classes of preferred stock -- the
Class Pilot MEC Junior Preferred Stock and the Class IAM Junior
Preferred Stock -- elected Captain Stephen A. Wallach and Stephen
R. Canale as UAL directors.  Mr. Wallach is Master Chairman of
United Airlines ALPA-MEC (Air Line Pilots Association -- Master
Executive Council) and Captain, United Boeing 747-400; Mr. Canale
is Retired President and Directing General Chairman of the IAM
(International Association of Machinists and Aerospace Workers)
District Lodge 141.

Final voting tallies will be included in the company's next
quarterly report filed with the Securities and Exchange
Commission.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Expects Revenues to Slide 18% in Second Quarter
---------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on June 17,
2009, an investor update related to its financial and operational
outlook for the second quarter of 2009.

UAL previously filed with the SEC an investor update for its
financial and operation outlook for the second quarter of 2009 on
April 21, 2009.

                           Capacity

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, discloses that the second quarter 2009
consolidated available seat miles are expected to be down 9%
year-over-year, at the low end provided on April 21, 2009.
She notes that second quarter 2009 consolidated revenue passenger
miles are also estimated to be down 9.5% to 10.5% year-over-year.

                           Revenue

Ms. Mikells says that UAL estimates consolidated passenger
revenue to be down 17.9% to 18.9% year-over year for the second
quarter, and mainline PRASM to be down 20.1% to 21.1% year-over-
year.

                         Non-Fuel Expense

According to Ms. Mikells, UAL expects second quarter 2009
mainline non-fuel unit cost per ASM, excluding profit sharing and
certain accounting charges, to be flat to up 0.5% year-over-year,
and consolidated CASM, excluding profit sharing and certain
accounting charges, to be up 1% to 1.5% year-over-year.  She
explains that these estimates compare to the outlook on April 21,
2009, of an increase of 2% to 3% year-over-year for mainline CASM
and 2.5% to 3.5% year-over-year for consolidated CASM, both
excluding profit sharing and certain accounting charges.

                          Fuel Expense

UAL estimates mainline fuel price, including the impact of cash
settled hedges, to be $1.91 per gallon for the second quarter.
Ms. Mikells reminds the investors that UAL has previously posted
cash collateral with its fuel hedge counterparties that will be
used to cover hedge losses as contracts settle.

                 Non-Operating Income/Expense

Ms. Mikells discloses that a portion of UAL's total fuel hedge
gains and losses are classified as non-operating expense, with
the rest classified as operating fuel expense.  Based on June 15,
2009 closing forward prices, UAL expects to recognize $95 million
of cash losses on settled hedge contracts reported in non-
operating expense in the second quarter.  Excluding hedge
impacts, UAL estimates its non-operating expense to be $135
million to $145 million for the second quarter.

                         Income Taxes

Ms. Mikells discloses that because of its net operating loss
carry-forwards, UAL expects to pay minimal cash taxes for the
future and is not recording incremental tax benefits at this
time.  UAL also expects an effective tax rate of 0% for the
second quarter of 2009 and full year 2009.

                 Unrestricted and Restricted Cash

Ms. Mikells says that UAL anticipates an unrestricted cash
balance of $2.5 billion, a restricted cash balance of $300
million, and fuel hedge collateral posted with counterparties of
$195 million at the end of the second quarter.

               Credit Facility Fixed Coverage Ratio
                       Covenant Calculation

UAL expects to be in full compliance with its credit facility
covenants for the second quarter.  UAL thus disclosed nature of
calculation, as well as an outlook for certain components of the
calculation, which it believes will be useful to investors
seeking a better understanding of the covenant.

Ms. Mikells explains that UAL's credit facility fixed charge
coverage ratio requires it to maintain a ratio of EBITDAR to
fixed charges for each covenant testing period.  EBITDAR
represents earnings before interest expense net of interest
income, income taxes, depreciation, amortization, aircraft rent
and certain cash and non-cash charges as further defined by the
Amended Credit Facility and fixed charges represent the sum of
cash interest expense and cash aircraft operating rental expense.
Other adjustments to EBITDAR include items as foreign currency
transaction gains or losses, increases or decreases in our
deferred revenue obligation, share-based compensation expense,
non-recurring or unusual losses, any non-cash non-recurring
charge or non-cash restructuring charge, a limited amount of cash
restructuring charges, certain cash transaction costs incurred
with financing activities and the cumulative effect of changes in
accounting principle.

She says that the requirement to meet this ratio resumes
beginning in the second quarter of 2009, after a one-year
suspension as agreed with UAL's lenders.  The required ratio for
the periods ended June 30, 2009, September 30, 2009 and December
31, 2009 will be computed based on the three months ended June
30, 2009, the six months ended September 30, 2009, and the nine
months ended December 31, 2009; the required ratio in subsequent
quarters will be computed based on the twelve months preceding
each quarter-end.

UAL believes that excluding fuel hedge expenses from non-
operating expense is useful to investors because it more clearly
depicts the performance of other non-operating revenue and
expense items.

                Fuel Hedge Positions and Collateral

According to Ms. Mikells, since March 31, 2009, UAL has purchased
additional call options on an incremental 12% of the last nine
months of 2009 forecasted consolidated consumption at an average
crude oil equivalent strike price of $60 per barrel.  In
addition, she says that UAL has entered into swap agreements on
an incremental 11% of the last nine months of 2009 forecasted
consolidated consumption at an average crude oil equivalent price
of $63 per barrel.  UAL's estimated settled hedge impacts at
certain crude oil prices, based on the hedge portfolio
as of June 15, 2009 are:

                Cash Settled
Crude Oil Price   Hedge Impact         2Q09   3Q09    4Q09   FY09
---------------   ------------         ----   ----    ----   ----
$100 per Barrel   Mainline Fuel
                Price Excluding
                Hedge ($/gal)               $2.84   $2.89  $2.23
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                    ($0.37) ($0.38) $0.02
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)               $7M     $8M  $190M

$90 per Barrel    Mainline Fuel
                Price Excluding
                Hedge ($/gal)               $2.60   $2.65  $2.11
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                    ($0.22) ($0.26) $0.09
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)              $15M    $15M  $206M

$80 per Barrel    Mainline Fuel
                Price Excluding
                Hedge ($/gal)               $2.36   $2.41  $1.99
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                    ($0.07) ($0.14) $0.15
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)              $26M    $26M  $227M

$70.62 per Barrel Mainline Fuel
                Price Excluding
                Hedge($/gal)         $1.60  $2.14   $2.19  $1.88
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)              $0.31  $0.07   $0.02  $0.22
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)       $95M   $36M    $35M  $247M

$60 per Barrel    Mainline Fuel
                Price Excluding
                Hedge($/gal)                $1.88   $1.93  $1.75
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                     $0.23   $0.10  $0.29
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)              $47M    $47M  $269M

$50 per Barrel    Mainline Fuel
                Price Excluding
                Hedge($/gal)                $1.65   $1.70  $1.63
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                     $0.35   $0.18  $0.34
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)              $57M    $57M  $290M

$40 per Barrel    Mainline Fuel
                Price Excluding
                Hedge($/gal)                $1.41   $1.46  $1.51
                 Increase/(Decrease)
                to Fuel Expense
                ($/gal)                     $0.41   $0.22  $0.37
                Increase/(Decrease)
                to Non-Operating
                Expense ($/gal)              $63M    $60M  $299M

Moreover, as of June 30, 2009, UAL expects to have $195 million
in fuel hedge collateral posted with its fuel hedge
counterparties for net out-of-the-money hedges.  In addition, UAL
expects to recognize, as restricted cash, $50 million in fuel
hedge collateral from fuel hedge counterparties for net in-the-
money hedges.

                   Projected Fuel Hedge Collateral
                    Balance at Each Quarter End

                                                2Q09  3Q09 4Q09
                                                ----  ---- ----
Based on June 15, 2009 Closing Forward Prices   $195M  $60M $10M

                                 Change in Cash Collateral
                                 For Each $5 per Barrel change
Price of Crude Oil                          in Crude Oil price
------------------                  -----------------------------
Above $125                               No Collateral Required
Above $90, less than or equal to $125           $15,000,000
Above $50, less than or equal to $90            $25,000,000
Above $35, less than or equal to $50            $47,000,000
Less than or equal to $35                       $34,000,000

Ms. Mikells notes that UAL anticipates to recognize, as
restricted cash, fuel hedge counterparties for net in-the-money
hedges.  UAL also expects to recognize $25 million for each $5
increase in the price of crude oil per barrel above $60, and $47
million for each $5 increase in the price of crude oil per barrel
above $70.

A full-text copy of UAL's Investor Update dated June 17, 2009, is
available for free at: http://ResearchArchives.com/t/s?3df4

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Objects to 4 Claims by Government Agencies
----------------------------------------------------
UAL Corp. seek to resolve four remaining claims filed by U.S.
government agencies.  Michael B. Slade, Esq., at Kirkland & Ellis
LLP, in Chicago, Illinois, relates that the General Services
Administration filed Claim No. 44651 for $12,468,816 in August
2005.  The Debtors object to the $11,375,919 portion of Claim No.
44651 identified by the GSA for 20,732 tickets purchased by the
government that had been either completely or partially unused.
Through their audit of the tickets, the Debtors learned that:

  (i) many of the tickets that the government claimed to be
      partially used had actually been used in whole or in part;
      and

(ii) many of the tickets that had not been used by the
      government prior to the Petition Date no longer had value
      as of the Petition Date because they were beyond the time
      period that the Debtors' contract of carriage would permit
      a refund.

Moreover, the value of the tickets purchased by the government
prepetition that were unused as of the Petition Date, and
remained valid on the Petition Date, was $1,544,933, Mr. Slade
points out.  Subsequently, GSA and United began to negotiate on
that issue and GSA reduced its unused tickets claim from $11
million to $4.9 million based on a different methodology.  In
order to resolve this matter in the interim, the Debtors agreed
to GSA's counterproposal even though the Debtors did not agree
that the data justifies GSA's claim, Mr. Slade points out.
However, under no circumstances can GSA prove a claim for unused
and valid tickets prior to the Petition Date for more than $4.9
million, he asserts.  Thus, the Debtors believe that GSA's Claim
should be reduced from $12,468,615 to $5,992,696.

The Transportation Security Administration filed proof of claim
no. 42469 for $2,853,441 based on certain Aviation Infrastructure
Fees that the TSA believed the Debtors had not paid as of the
Petition Date.  However, Mr. Slade argues that the Debtors have
paid the TSA Claim in full and have even overpaid the Claim.  He
relates that the Debtors paid the amounts under protest, given
pending litigation between the airline industry and the
government over the propriety of the ASIF fee collection in
general and the TSA's calculation of the ASIF fees in particular.
Since they are more than current on their ASIF obligations, the
Debtors believe that Claim No. 42469 should be disallowed.

The Bureau of Customs and Border Protection filed proof of claim
no. 43635 for $2,494,278.  Mr. Slade explains that the basis of
BCP's Claim is entirely unclear, and the Debtors have, over the
years, attempted to investigate the basis of the claim.  He notes
that based on the Debtors' records and what BCP asserted, the
Debtors believe that BCP may have a claim for $230,634 arising
out of certain imports through New Orleans.  While the Debtors
dispute their liability for that amount, they are willing to
permit that amount to remain on the claims register in the spirit
of compromise, he says.  In this regard, the Debtors believe that
BCP's Claim should be reduced to $230,634.

The Department of Homeland Security filed proof of claim no.
41759 for $2,184,325 based on certain alleged penalties that were
assessed against the Debtors before the Petition Date.  Mr. Slade
discloses that the Debtors are willing to allow the DHS' Claim
subject to a reservation of rights on a portion of it --
specifically, on $659,000, which is the subject of a separate
piece of litigation pending between the government and the
airline industry.  If the airline industry prevails in the
litigation, the Debtors expect the government to refund to them
the money that relates to the litigation, he argues.

Mr. Slade asserts that the Claims are essentially the final four
issues to be resolved by the Debtors before they close their
Chapter 11 cases.  He stresses that the Debtors have been trying
to resolve these claims for an extensive period of time and
expect that the discussions will ultimately lead to a prompt
agreement that will permit the Debtors' closing of their Chapter
11 cases.  He emphasizes that the Court may need to resolve the
claims because, even though the parties appear to be in agreement
on the proper amounts of the claims, the government has been
unable to consummate an agreement reflecting the agreed terms.
Instead, the government has continued to hold back $12 million
that it owes the Debtors for tickets bought from the Debtors'
postpetition, Mr. Slade asserts.  The government's position --
that it can take free airline tickets postpetition based on
prepetition bankruptcy claims -- is legally questionable, he
argues.  If necessary, the Debtors will address this issue at a
later date, however, the parties are all best served by a
negotiated resolution or, in the absence of an agreement, by the
Court sustaining the Debtors' objection, he maintains.

Accordingly, the Debtors ask the Court to approve their proposed
treatment of the Claims.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: EEOC Files Motion for Leave to File Amended Claim
-----------------------------------------------------------
The United States of America, on behalf of the United States
Equal Employment Opportunity Commission, asks the U.S. Bankruptcy
Court for the Northern District of Illinois for leave to file an
amended administrative expense claim after the bar date.

Margaret M. Newell, Esq., in the civil division of the United
States Department of Justice, in Washington, D.C., relates that
in 2003, several employees of United Air Lines, Inc. filed
charges with the EEOC alleging that United was violating the
American Disabilities Act by implementing certain nationwide
employee policies.  Upon receipt of those charges, the EEOC sent
notices to United that it was investigating the charges.  In
December 2004, the EEOC filed two administrative expense claims
against United based on the charges filed by Maria R. K. Lowell
and Shelly D. Kia in unliquidated amounts.  In January 2005, the
EEOC sent United two or more notices, wherein the EEOC informed
United of its determination that there was reasonable cause to
believe that United had violated the ADA with respect to its
treatment of the Charging Parties and "a class of employees with
disabilities" in several ways.  The EEOC initiated its
conciliation with United relating to the ADA violations stated in
the Determinations.  In May 2005, United objected to the EEOC
Claims pursuant to the Debtors' 23rd Omnibus Claims Objection.
The EEOC responded to the Omnibus Claims Objection and United
subsequently withdrew its objection to the EEOC Claims.
Accordingly, the EEOC Claims are deemed allowed in unliquidated
amounts, Ms. Newell says.

Ms. Newell continues that following conciliation efforts, in
August 2005, the EEOC issued notice to United of EEOC's decision
that conciliation had failed with respect to the ADA violations
alleged by the Charging Parties.  The Failure to Conciliate
Notice also informed United that the EEOC was forwarding the
matter to the San Francisco District Office for review of
litigation.  Pursuant to the Debtors' Confirmed First Amended
Joint Plan of Reorganization, a bar date for governmental
administrative expense claims was set on July 31, 2006.  In
September 2006, the EEOC filed a complaint against United in the
United States District Court for the Western Washington to
correct United's ADA violations and provide relief, including (i)
equitable remedies as (a) changes in policies and (b) back pay
and interest to be paid to the Charging Parties and similarly
situated individuals; and (2) damages pursuant to Section 1981(a)
of Title 42 of the United States Code.  United informed the EEOC
that the Confirmed Plan limits relief available to the EEOC in
the Litigation to certain forms of equitable relief and damages
relating only to the Charging Parties mentioned in the EEOC
Claims.

In this regard, Ms. Newell explains, the EEOC files this Motion
to Amend to clarify that the timely EEOC Claims are claims for
all relief sought in the Litigation.  A claim amending the EEOC
Claims would also serve to clarify that this claim, in addition
to other federal government claims, may be satisfied through set-
off, she says.  More importantly, she points out that amendment
of the EEOC Claims is appropriate because the Litigation flows
directly from the charges referenced in the EEOC Claims.  She
asserts that the EEOC's rights against United are not limited to
pursuit of claims that could be brought by Mmes. Lovell and Kia.
Instead, the EEOC's rights in connection with the EEOC Claims are
set forth in Section 706 of Title 42 of the United States Code,
which empowers the EEOC to bring claims for equitable relief and
damages based on United's ADA violations against the charging
parties and all similarly situated individuals, she stresses.

Moreover, Ms. Newell argues that amendment of the EEOC Claims
will not prejudice United.  She says that pursuant to the notices
from the EEOC, United has been kept well-informed of each
development from the EEOC's consideration of the charges to the
filing of the Complaint in Western Washington District Court.
She also assures the Court that amendment of the EEOC Claims
would also not prejudice other creditors because any payment to
the EEOC Claims would be made by the reorganized debtor and would
not affect distributions to other creditors under the Confirmed
Plan.  Even if the payment of an amended EEOC administrative
expense claim would indirectly affect the value of the stock
distributed to other creditors, mere diminution of distributions
to other creditors is not sufficient to show prejudice because
the original EEOC Claims did not mislead or harm the creditors in
any way, she maintains.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: Places $10 Billion Order On Smaller Aircraft
------------------------------------------------------
United Air Lines, Inc. plans to purchase 150 smaller, twin-sized
jets, people familiar with the matter told The Chicago Tribune.

United may pay up to $10 billion on the new jets, Chicago Tribune
notes.  While Boeing and Airbus SAS are offering discounts for
United to buy their jumbo jets, United is interested in Boeing
777-300ER, which could seat 365 people and provide greater fuel
efficiency compared to the four-engine jumbo jets, the report
discloses.

According to Bloomberg News, United has asked Airbus SAS and
Boeing to bid for the planes that will replace the carrier's (i)
111 widebodies and (ii) 97 Boeing 757 narrowbodies, estimated to
cost $20 billion.

However, United's plan has some analysts worried on how the
carrier will take on the additional debt given the travel slump
and rising oil prices, Chicago Tribune says.  In particular,
JPMorgan downgraded United on June 5, 2009, citing the carrier's
fragile balance sheet and possible violation of debt covenants
should oil prices continue to rise, the report says.  Moreover,
Fitch Ratings lowered UAL Corp.'s issuer default rating from 'B-'
to 'CCC on June 11, 2009, due to revenue concerns, according to
The Associated Press.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


UAL CORP: ALPA Seeks Delay of Approval on Immunity Alliance
-----------------------------------------------------------
The United Master Executive Council of the Air Line Pilots
Association pilots at United Air Lines, Inc., reiterated their
request to U.S. Congress to delay the hearing on the Department
of Transportation's final approval of United and Continental
Airlines Inc.'s application for immunity from antitrust law,
Reuters says.

The ALPA called on Congress and the U.S. government on May 19,
2009, to delay a scheduled May 31 final hearing for labor to weigh
in on the possible ramifications the immunity could produce.

In a letter to U.S. President Barack Obama, United MEC Chief
Steve Wallach clarified that the union is not opposed to the Star
Alliance itself but on the inadequacy of the application to
"address the very real threats to American workers' jobs,"
Reuters notes.

In a statement to Reuters, United disagreed with the ALPA's
assertion, saying that adding Continental into the Star Alliance
would indeed continue to protect American jobs, Reuters
discloses.

Certain U.S. senators had already asked the Department of
Transportation to delay its decision pending further review of
the antitrust enforcers on the matter, Reuters adds.  Schedule on
the immunity hearing is yet to be announced.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.


VEYANCE TECHNOLOGIES: Moody's Junks Corp. Family Rating From 'B3'
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Veyance
Technologies, Inc. -- Corporate Family and Probability of Default
Ratings to Caa1 from B3.  The outlook is negative.  This concludes
the review initiated on February 27, 2009.  In taking these
actions Moody's noted Veyance's fundamental business position as a
manufacturer of rubber products, tracks and air springs for the
industrial and military markets remains sound.  Moody's also
recognizes the company's adequate liquidity profile, no
significant near-term debt maturities and it is aggressively
addressing its cost structure.  However, the severe downturn in
the global economy across its businesses has resulted in leverage
and operating metrics indicative of the lower rating.

The downgrade incorporates Moody's view that Veyance has a highly
leveraged capital structure.  This leverage is driven primarily by
about $1.1 billion of debt utilized in the leveraged acquisition
of Veyance by The Carlyle Group.  Also, the company has completed
several follow-on acquisitions that involved additional debt.
Since Carlyle's acquisition of Veyance, debt reduction has been
limited to term loan amortization.

Veyance's end markets have experienced significant contraction due
to the continued slowdown in the global economy.  The industrial
business is the company's largest segment, but is under
significant pressures, based upon Moody's view of various end
markets.  The manufacturing and mining sectors, two of the main
drivers of the industrial business' revenues, have contracted and
Moody's believes that these sectors will remain weak well into
2010.

Moody's acknowledges that Veyance is continuing with its cost
reduction initiatives to right size its businesses.  The company
has reduced headcount and is rationalizing its manufacturing and
supply chain cost structures.  The company indicated that most
cost reduction actions are permanent in nature.  It should also
benefit from lower raw material and oil prices relative to the
previous year.  Nevertheless, Moody's believes that these actions
are necessary to offset the downturn in its end markets.  Veyance
will continue to face a very difficult operating environment and
meaningful deleveraging by debt reduction at par will be difficult
to achieve over the intermediate term.

The negative outlook reflects Moody's belief that Veyance's highly
leveraged capital structure will continue to hinder its financial
flexibility as it contends with the downturn in the global economy
and the resulting impact to reduced demand over the intermediate
term.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to Caa1 from B3;

  -- Probability of Default Rating lowered to Caa1 from B3;

  -- 1st Lien Sr Secured Bank Credit Facility lowered to B3 (LGD3,
     35%) from B2 (LGD3, 35%); and,

  -- 2nd lien Term Loan due 2015 lowered to Caa3 (LGD5, 84%) from
     Caa2 (LGD5, 84%).

The last rating action was on February 27, 2009 at which time
Moody's lowered Veyance's corporate family to B3.

Veyance Technologies, Inc., based in Fairlawn, Ohio, is a
manufacturer and marketer of engineered rubber products such as
hoses, conveyor belts, power transmission products, tracks and air
springs for industrial, transportation, military, and consumer end
users.


WASHINGTON MUTUAL: Group Urges Shareholders to Act Promptly
-----------------------------------------------------------
Washington Mutual Shareholders, who wish to protect their stock
and its value, must act immediately in an attempt to preserve
their rights under the law, in the bankruptcy proceedings of WMI.

"We need everyone to write letters in support of protecting their
shareholder rights," WAMUEQUITY.ORG says in a news statement.

"It is absolutely imperative that we show how many people we are
by writing these letters.  Our goal is 5,000 letters,"
WAMUEQUITY.ORG says.

"Please be sure others you know, who also hold Washington Mutual
Inc. stock write letters," WAMUEQUITY.ORG tells WMI shareholders.
"This is the only source of power we have at this point, to be
represented in the bankruptcy case, the more letters we get, the
louder our voices will be. Please mail your letter today."

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WE DID OUR PART: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: We Did Our Part LLC, An Arizona Limited Liability Company
        17 W. Vernon #412
        Casa Grande, AZ 85003

Bankruptcy Case No.: 09-13888

Chapter 11 Petition Date: June 19, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Steven E. Lee, Esq.
                  4633 N. 42nd Place
                  Phoenix, AZ 85018
                  Tel: (480) 213-3315

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/azb09-13888.pdf

The petition was signed by Terry Walker.


WILLIAM WHALEY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William L. Whaley, Jr.
        Paula A. Whaley
        296 Vine Swamp Road
        Kinston, NC 28504

Bankruptcy Case No.: 09-05130

Chapter 11 Petition Date: June 22, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.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 4 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-05130.pdf


WILLIS GROUP: S&P Assigns 'BB+' Rating on Subordinated Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BBB-' senior debt, 'BB+' subordinated debt, and 'BB'
preferred stock ratings to Willis Group Holdings Ltd.'s universal
shelf, which was filed on June 19, 2009.

This shelf replaces a universal shelf registration that expired on
June 21, 2009.  As part of the new shelf, Willis's subsidiaries --
Trinity Acquisition Plc and Willis North America Inc. -- may issue
debt securities.  Accordingly, Standard & Poor's assigned its
preliminary 'BBB-' senior debt and 'BB+' subordinated debt ratings
to those subsidiaries.  Willis's wholly owned subsidiaries will
guarantee the subsidiary debt securities, if issued.

"The ratings reflect Willis's good competitive position as the
third-largest global insurance broker, strong peer-leading
operating margins, experienced management team, and high client
and producer retention levels," noted Standard & Poor's credit
analyst Tracy Dolin.  "Partially offsetting these positive factors
are the group's weak financial flexibility, lack of earnings
diversification relative to its global peers, and Willis's high
debt burden in the face of challenging market conditions."

Standard & Poor's is also concerned about integration risks with
Hilb, Rogal & Hobbs, specifically Willis's ability to execute
anticipated expense savings initiatives and fully offset HRH's
contingent commission income, which will be phased out.  On the
latter point, Willis has converted 70% of contingent commissions
into standard commissions as of March 31, 2009.

On June 17, 2009, Willis announced that it is in discussions to
potentially sell a portion of its ownership in Gras Savoye, a
French insurance broker.  Willis currently owns just under 50% of
the voting rights in the company.  S&P expects that Willis will
use the proceeds of the sale, if it takes place, to partially
repay its outstanding interim bridge loan, as its bank loan
covenants require.  Standard & Poor's believes Willis will favor
debt repayment over share-repurchases in the intermediate term.

Standard & Poor's expects that Willis will repay the outstanding
amount on its bridge loan with proceeds from sale of noncore
assets and free cash flows.  S&P expects that Willis will focus on
integrating HRH into its North American operations while achieving
meaningful revenue and expense synergies.  Willis will likely
produce peer-leading organic revenues, mainly in its global and
international operations.

S&P could lower the rating over the next six months if Willis
encounters challenges in integrating HRH or if the company's
financial metrics deteriorate.  S&P could revise the outlook to
stable over the next six months if Willis is successful in the
integration of HRH by recognizing at least $100 million of
integration synergies and is successful in fully offsetting HRH's
contingent commission income with standard commissions.  S&P could
also revise the outlook to stable if Willis maintains earnings and
debt-servicing capability to support the 'BBB-' rating, including
sustainable adjusted EBITDA fixed-charge coverage of more than
4.0x.


* Former US Attorney for Rhode Islands Joins Burns & Levinson
-------------------------------------------------------------
Robert Clark Corrente, the former U.S. attorney for Rhode Island
who oversaw prosecution of federal criminal and civil cases and
large-scale corruption and organized crime statewide for the past
five years, will join Burns & Levinson LLP, a Boston-based law
firm with offices in Massachusetts and Rhode Island.

Mr. Corrente, 52, who announced a week ago that he would be
leaving his high-profile federal post, will join Burns & Levinson
as a partner in its Providence, R.I., office on July 1.

"Bob is one of the most prominent attorneys in Rhode Island and we
are thrilled to have him join our growing Rhode Island litigation
practice," said David Rosenblatt, managing partner for Burns &
Levinson.  "As a U.S. attorney he has earned a reputation as a
fearless and diligent prosecutor and we know as a private practice
attorney he will show these same attributes in the pursuit of our
clients' interests."

Partners in the Providence office say that Mr. Corrente's
experience will help expand its practice offerings.

"His addition gives us the ability to better serve the Rhode
Island business community and will enable us to establish a niche
in the white collar crime area that is somewhat unique to a full
service law firm," said Sean Coffey, partner in the Rhode Island
office and member of the firm's executive committee.  "We are very
pleased to have such a top-flight attorney join our team."

Mr. Corrente said he is excited to be joining Burns & Levinson, a
firm he views as complementing his longtime experience.  "Burns &
Levinson has a very strong presence in the Boston market, and they
have established a solid foothold in Providence," he noted.
"Their litigation department is deep and well-balanced, and
provides an excellent platform for my practice in the areas of
business litigation, white-collar defense, and internal and
government investigations. I'm looking forward to helping them
grow the Providence office and the firm as a whole."

Before joining Burns & Levinson, Mr. Corrente served for five
years as the United States attorney for the District of Rhode
Island, the office responsible for prosecuting all federal
criminal and civil cases in the state.  During his tenure, the
office undertook a large public corruption investigation that
resulted in the conviction of several state lawmakers, a local
hospital and its CEO, and a large health insurer, which paid a
penalty of $20 million.  Among other highlights, the office also
investigated and prosecuted a number of complex fraudulent white-
collar and health care schemes, and convicted a large national
utility in a lengthy Resource Conservation and Recovery Act (RCRA)
trial.

Mr. Corrente also expanded the coordination and training elements
of the District's Anti-Terrorism Advisory, and established the
nation's first Transportation Security Working Group, which
brought together law enforcement and industry partners to enhance
security on trains and other modes of mass transit.

Mr. Corrente has more than 25 years of trial experience in
business and commercial litigation in both the federal and state
courts and is no stranger to private practice.  He began his legal
career in 1981 and eventually founded the Providence firm of
Corrente, Brill & Kusinitz, where he served as managing partner.
In 1998 he became a partner in the litigation department at
Hinckley, Allen & Snyder LLP, also in Providence, where he
practiced until he became United States attorney.

In 1997 Mr. Corrente was appointed to the Rhode Island Supreme
Court's Ethics Advisory Panel and was named its chairman in 2002.
He also chaired the Rhode Island Judicial Nominating Commission
from 1998 to 2000. In addition, he is listed in The Best Lawyers
in America, Chambers USA and New England Super Lawyers directories
for litigation. He is a member of the bar in both Rhode Island and
Massachusetts.

Mr. Corrente graduated from Dartmouth College, with highest
distinction, in 1978, and earned his J.D. from New York University
School of Law in 1981.

                    About Burns & Levinson LLP

Burns & Levinson LLP -- http://www.burnslev.com/-- with over 120
attorneys in four offices in New England, is a full-service
Boston-based law firm.  The firm has expertise in corporate law,
finance, venture capital, private equity, tax, bankruptcy, lending
and leasing, real estate, business litigation, government
investigations and white collar crime defense, intellectual
property -- including patent law, and a large private client group
-- including estate planning, probate and trust litigation,
divorce and other family law issues.  In addition, the firm has a
wholly owned subsidiary office in Montreal, Quebec, to service its
Canadian clients.


* Partner Jorian Rose Joins Venable Expands NY Bankruptcy Practice
------------------------------------------------------------------
Venable LLP announced that bankruptcy and restructuring attorney
Jorian Rose has joined the firm's New York office as a partner.
Mr. Rose was most recently a Managing Director at Macquarie
Capital (USA), Inc., where he advised the global investment firm
both as an attorney and a principal.

Mr. Rose has extensive experience representing clients in
distressed and healthy matters.  His experience includes
representing debtors, creditors, creditors' committees and lenders
on restructurings as well as on mergers and acquisitions, capital
raises and divestures.  He has represented clients across a number
of industries including mortgage lending/servicing, real estate,
automotive, transportation, retail, energy, healthcare, leasing,
and aerospace and defense.

While at Macquarie, Mr. Rose played a key role in multiple
acquisitions and capital raises.  He joined Macquarie when the
Australian-based firm acquired Giuliani Capital Advisors LLC,
where he had previously been a Managing Director and its General
Counsel from 2005 to 2007.  Prior to Giuliani Capital, Mr. Rose
was a member of the restructuring groups at WilmerHale LLP and
Dewey Ballantine LLP.  Mr. Rose began his legal career clerking
for the Honorable Burton R. Lifland, former Chief Judge of US
Bankruptcy Court for the Southern District of New York.

Mr. Rose has considerable experience with many complex
restructurings and bankruptcies, having represented debtors in
large Chapter 11 cases including PSINet, ContiFinancial and KMart.
He has also represented various creditors, creditors' committees
and lenders in cases including Alamo National (ANC) Rental Car,
Glasstech Holdings, Global Crossing, PG&E, Sun Healthcare and
Riese Restaurants.

"Jorian Rose is the total package," said Edmund O'Toole, partner-
in-charge of Venable's New York office.  "He has handled all
aspects of Chapter 11 cases, working on some of the largest and
highest-profile filings.  And he's executed numerous acquisitions
and other transactions within the bankruptcy and restructuring
contexts.  Jorian's experience is meaningful not only for the
firm's ongoing restructuring and Chapter 11 matters, but for our
network of private equity and other investor clients seeking help
in structuring and executing deals in and out of bankruptcy, where
there is so much increasing activity right now.  Jorian is a
terrific addition to our bankruptcy practice nationally and
certainly in the New York market, where he's been a visible
presence for the past decade."

Venable is currently engaged on a number of high profile
bankruptcy matters including representing Thornburg Mortgage in
its Chapter 11 case, and representing the holders of largest block
of secured claims in the General Growth Properties' Chapter 11
case.  Thornburg Mortgage and General Growth Properties were
reported to have over $24 billion and $27 billion in debt,
respectively, at the time they entered bankruptcy.  During the
last several years, Venable has successfully represented investors
pursuing asset recovery in the wake of the Enron bankruptcy.  To
date, the firm has recovered hundreds of millions in connection
with Enron's former energy operations.  The firm's New York office
has also represented investors in one of the largest real estate
bankruptcies in New York City, involving 21 multi-family apartment
buildings that were used in a Ponzi scheme.

"Venable has a strong national bankruptcy platform and impressive
full-service capabilities," Mr. Rose said.  "I am extremely
excited about joining a firm with such great capabilities -- this
is one of those unfortunate times in history when clients will
certainly need all of them."

Mr. Rose received a B.A. from Hobart College (1992) and a J.D.
from St. John's University School of Law (1997).

An American Lawyer top 100 law firm, Venable LLP --
http://www.venable.com-- has attorneys practicing in all areas of
corporate and business law, complex litigation, intellectual
property and government affairs.  Venable serves corporate,
institutional, governmental, nonprofit and individual clients
throughout the U.S. and around the world from its headquarters in
Washington, D.C. and offices in California, Maryland, New York and
Virginia.


* US Legal 500 Recommends Berger Singerman
------------------------------------------
Berger Singerman is pleased to announce that it has been
recommended by The US Legal 500 for its strong business
reorganization practice.  This is the first year The Legal 500
considered bankruptcy in its recommendations in the United States,
and the firm's Business Reorganization Team was listed as one of
the top practices in the Southeast.

Published for more than 20 years, The Legal 500 Series provides
the most comprehensive worldwide coverage currently available on
legal services providers in more than 100 countries.

In addition to recognition of The Business Reorganization Team,
attorneys Paul Steven Singerman and John Eaton are individually
recognized.  Mr. Singerman is recognized "as a strong practitioner
and has handled many large and complex restructurings and
insolvencies" and Eaton in handling "many litigious cases and has
extensive experience of breach of fiduciary duty claims."

"A recommendation from The US Legal 500 is a true testament to the
hard work of our attorneys," said Mr. Singerman.  "We constantly
strive to provide top quality legal representation, and this is
reinforcement of our efforts."

Berger Singerman is a Florida business law firm with more than 60
attorneys working out of offices in Boca Raton, Fort Lauderdale,
Miami and Tallahassee.  Members of the firm have expertise in many
areas of commercial law, including banking, creditors' rights,
business reorganization, bankruptcy, corporate & securities,
dispute resolution and litigation, white collar crime, real
estate, environmental and land use, health care, tax, estate
planning, and probate.


* Ford, Chevy Lead kbb.com Share of Market Interest
---------------------------------------------------
Kelley Blue Book unveiled results of the latest analysis by Kelley
Blue Book Market Intelligence of recent kbb.com Web traffic
patterns, including the top five upward-climbing and downward-
declining brands in share of market interest for May 2009 when
compared to May 2008.

   Top Five Upward Climbers         Top Five Downward Decliners

        1.  Ford                            1.  Toyota
        2.  Chevrolet                       2.  Honda
        3.  Volkswagen                      3.  Saturn
        4.  Dodge                           4.  MINI
        5.  Kia                             5.  smart

In May 2009, as other domestic manufacturers dealt with issues of
bankruptcy and dealer closings, Ford traffic saw the largest year-
over-year share of market interest increase of any brand compared
with May 2008.  A leading contributor to Ford's climb was the
Fusion, which saw a 120 percent increase in year-over-year
interest from May 2008 to May 2009, likely due to the introduction
and heavy promotion of Ford's 2010 Fusion and Fusion Hybrid
models.

Brands affected by the negative economic news actually saw
increases in share of market interest in May 2009 compared with
the prior year.  The second-highest upward climber of year-over-
year share of market interest on kbb.com was Chevrolet.  Despite
the GM bankruptcy and dealer closings, Chevrolet's share of market
interest surged ahead in May 2009, based largely on strong
consumer interest in the new 2010 Camaro as well as the Traverse
and Equinox crossovers.  Other May 2009 share-of-market-interest
climbers include Dodge, likely spurred by buyers looking for the
deal of a lifetime after Chrysler declared bankruptcy.

One exception to the domestic surge is Saturn, whose decline is
largely attributable to General Motors' decision to sell the brand
as part of its massive government-assisted reorganization process.
This sent a signal to consumers that the Saturn brand might cease
to exist, which eroded its market share. GM subsequently has
announced that Saturn Corporation will be acquired by the Penske
Automotive Group, an announcement that may help to reestablish its
interest levels in the future.

Other brands that fared well were spurred by new-vehicle
introductions with heavy support. Kia saw a jump due to the
increased popularity of its all-new Soul, while Volkswagen also
saw increased kbb.com traffic share in May 2009 compared to the
previous year, due to the CC and Routan, both of which have been
heavily advertised.

Likely reasoning behind May share declines in Toyota, Honda, MINI
and smart was their uncommonly high interest in May 2008.  At that
time with a rapid run-up in fuel prices, consumers took a decided
turn toward more fuel-efficient vehicles, boosting the share of
audience for all four small-car and primarily sedan-oriented
brands.  Now, with fuel prices down from their peaks of nearly $5-
a-gallon last year, the shares of all four brands are at more
'typical' levels.

"Despite the majority of domestic manufacturers recently declaring
bankruptcy, three of the top five 'upward climbers' in terms of
share of market interest on kbb.com over the past year are
domestics, and Ford undoubtedly took the top spot because it
managed to avoid bankruptcy altogether," said Jack R. Nerad,
executive editorial director and executive market analyst for
Kelley Blue Book and kbb.com.  "Because gas prices have returned
to more normalized levels when compared to last year, the
domestics have benefitted even further with their increases in
share of market interest as people research fuel-efficient brands
like Toyota and Honda less."

                      About Kelley Blue Book

Since 1926, Kelley Blue Book, The Trusted Resource(R), has
provided vehicle buyers and sellers with the new and used vehicle
information they need to accomplish their goals with confidence.
The Company's top-rated Web site -- http://www.kbb.com-- provides
the most up-to-date pricing and values, including the New Car Blue
Book(R) Value, which reveals what people actually are paying for
new cars.  The Company also reports vehicle pricing and values via
products and services, including software products and the famous
Blue Book(R) Official Guide.


* Study Sees More Car Accidents by Post-Bankruptcy GM, Chrysler
---------------------------------------------------------------
A new report predicts that defective General Motors and Chrysler
vehicles sold before the bankruptcies will continue to cause
deaths and injuries long after the companies emerge as new
entities.  Based on data provided by both automakers to the
National Highway Traffic Safety Administration, more than 3,400
Americans will be injured or killed by a defective Chrysler or GM
vehicle during the first year of the post-bankruptcy era.  The
report, "Public Safety at Risk: Bankruptcies Leave Legacy of
Defects, Injuries and Deaths," also forecasts fewer recalls for
vehicles built by the old companies, decreasing public safety.

The report examines the consequences of a provision in the GM and
Chrysler bankruptcies which allows the automakers to shed
liability for the vehicles built pre-bankruptcy.  While both would
be responsible for launching recalls and repairing defects in
their current fleet, they would not be responsible for injuries
and deaths caused by those defects.  This leaves thousands of
individuals and families who have current claims uncompensated for
injuries or deaths caused by defective vehicles.  The loophole
will also wipe out any future claims.

The report, released by Safety Research & Strategies, finds that
between the third quarter of 2003 and the fourth quarter of 2008,
Chrysler fielded 3,497 death and injury claims; GM fielded 15,284.
These represent an annual average of 636 and 2,779 casualties
(individual deaths and injuries) respectively.  With more than
40 million vehicles in the U.S. fleet, the two companies accounted
for 47% of all claims filed against auto manufacturers during that
time period.  Yet, GM and Chrysler only represent 38% of the
market share.

"Combined, GM and Chrysler have a disproportionate share of the
claims," said Sean Kane, president and CEO of Safety Research &
Strategies, "And there is every reason to conclude that the injury
and death rates will continue.  But the claims will disappear and
that will impact the rate of GM and Chrysler recalls and public
safety in the future."

From 2004 to 2008, Chrysler issued 109 recalls, affecting
11.4 million vehicles; GM launched 129 recalls, affecting
19 million vehicles.  The absence of death and injury claims will
likely decrease the number of recalls and remedies GM and Chrysler
will conduct after the bankruptcies.

"Automakers and NHTSA use death and injury data to monitor and
recall defective vehicles," Kane added. "If the claims aren't
filed, we lose an important defect surveillance tool.  And if the
companies bear no liability for deaths and injuries caused by the
uncorrected defects, what incentive do they have to recall?"

The report, which includes a full state-by-state breakdown of
claims, finds that Texas, California, Florida, Ohio and New York
lead the nation in Chrysler and GM death and injury claims.  The
states with the least number of claims are Washington, D.C., North
Dakota, Vermont, Wyoming, and South Dakota.

Safety Research & Strategies is a consulting and advocacy firm
based in Rehoboth, MA.  A full-text copy of the report is
available at:

     http://www.safetyresearch.net/chrysler-gm-bankruptcy/


* Turnaround Pros Says Lid on Credit Still Tight
------------------------------------------------
Despite the federal government's priming of the lending pump, most
turnaround professionals see scant evidence that troubled
businesses are getting the financing needed to survive the
recession, according to a statement by Turnaround Management
Association.

Only 2% of respondents to the Turnaround Management Association's
Annual Trend Watch Credit Poll think business credit is more
available this year compared to a year ago, and nearly half of
those cited refinancings with existing lenders as evidence.

Almost half the respondents (46%) expect high-yield default rates
to reach the 12% to 15% range this year, underscoring how much
harder it is for companies to pay debt.

"The credit crunch is being exacerbated not only by the lack of
availability of credit, but also by the lack of borrowing capacity
of companies needing credit," said TMA Chairman Arthur Perkins,
co-head of the West Region Restructuring practice of Deloitte
Financial Advisory Services LLP in San Francisco.  "Companies
levered up so much, including their junior secured [debt], that
there's not much left to leverage with declining asset values and
revenues."

At least seven in 10 said lenders are imposing more restrictive
loan covenants and requiring greater conditions to be met before
closing.  Nearly 60% said lower ratios of loan to EBITDA or
collateral are sought.

With the exception of asset-based lenders, at least 70% note less
activity this year by a broad range of lenders.  Just over half
(54 percent) said asset-based lenders are less active, but that's
nearly double last year's 28 percent.  About 90% said the same of
traditional senior lenders.

"Until [banks] know the extent of their write-offs and their
capital base, they don't know how much they can lend," said James
Shein, TMA Trend Watch Committee chairman and professor at
Northwestern University's Kellogg School of Management in Chicago.

Hedge funds and private-equity firms showed less activity,
according to about 70% of respondents, but an equal amount
identified both as permanent sources of capital.  Fewer
respondents than last year observe those entities lending to
companies in decline.  However, 41% think healthy companies
traditionally financed by banks are getting help from hedge funds
and private-equity firms, up from 32%.

Half the respondents said distressed debt trading in bankruptcy or
out-of-court restructurings is stalling negotiations and 40
percent said quicker liquidations and sales result.  Just under a
third said debt trading is raising risk premiums.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING,
  INSOLVENCY & BANKRUPTCY PROFESSIONALS
     8th International World Congress
        TBA
           Contact: http://www.insol.org/

July 10, 2009
  THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Retail Bankruptcy: What You Need To Know
        Cuba Libre, Atlantic City, N.J.
           Contact: (732) 694 1800 or
                    http://www.icsc.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: June 19, 2009



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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