TCR_Public/090625.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 25, 2009, Vol. 13, No. 174

                            Headlines

155 EAST TROPICANA: Gets New Default Notice; In Talks with Lenders
AEI: S&P Affirms Corporate Credit Rating at 'B+'
AGRIPROCESSORS INC: SHF's $8.5MM Bid Gets Joe Sarachek's Backing
ALSET OWNERS: Proposes Sale to Rally's and Checkers' Franchisor
AMC INVESTORS: Creditor Not a Qualified Involuntary Petitioner

AMERICAN HOUSING: Section 341(a) Meeting Scheduled for July 9
AMERITEX TECHNOLOGIES: 2 Customers' Bankruptcy Causes Demise
ATHEROGENICS INC: 2nd Amended Liquidation Plan Becomes Effective
BANK OF NORTH: S&P Downgrades Ratings on Eight LOC-Supported Bonds
BANKUNITED FINANCIAL: Greenberg Traurig Approved as Gen. Counsel

BAYOU GROUP: Co-Founder Israel's Sentence, Conviction Upheld
BELDEN INC: Moody's Rates Subordinated Debt Issuance at 'Ba2'
BELDEN INC: S&P Downgrades Corporate Credit Rating to 'BB-'
BERNARD MADOFF: Proposes 12 Years, Instead of Life Sentence
BERNARD MADOFF: Trustee Seeks to Sell Interest in Aircraft

BROOKLAND PARK: Case Summary & 31 Largest Unsecured Creditors
BUD HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
BUILDING MATERIALS: Meeting of Creditors Scheduled for July 17
CANTERBURY CROSSING: Voluntary Chapter 11 Case Summary
CAPE FEAR BANK: Case Summary & 2 Largest Unsecured Creditors

CARAUSTAR INDUSTRIES: Section 341(a) Meeting Slated for June 29
CHIQUITA BRANDS: Says Eastwind Bankruptcy Won't Impact Operations
CHRYSLER LLC: Assigns Chase Visa Card Deal to Fiat-Owned Co.
CHRYSLER LLC: Has Protocol to Dispose of De Minimis Assets
CHRYSLER LLC: Court OKs Rejection of 8 Leases & Contracts

CHRYSLER LLC: Seeks to Reject 100+ Supplier Contracts
CHRYSLER LLC: Wisconsin Lawmakers Want to Save Kenosha Plant
CHRYSLER LLC: Cummins Plans to Renegotiate New Contract
CHRYSLER LLC: DBRS Discontinues Previous Chrysler Ratings
CITGO PETROLEUM: S&P Downgrades Corporate Credit Rating to 'BB-'

CITIGROUP INC: Three Firms Remain in Bidding for Nikko Asset
COMERCI: Expects JPMorgan to Approve Debt Restructuring
CONEXANT SYSTEMS: S&P Withdraws 'B-' Corporate Credit Rating
CONTECH LLC: Cerion Completes Buy, Contech Operating Breaks Off
COYOTES HOCKEY: Local Bidder Deadline Is August 5

CST INDUSTRIES: Proposed Amendment Won't Affect Moody's B2 Rating
CW MEDIA: S&P Cuts Senior Unsecured Debt Rating to 'CCC'
DAVID WEBB: Voluntary Chapter 11 Case Summary
DBSI INC: Committee Given Right to File Competing Plan
DEE HINDS: Case Summary & 5 Largest Unsecured Creditors

DOUGLAS POINTE: Case Summary & 19 Largest Unsecured Creditors
DREIER LLP: Landlord Opposes Liquidator's Fees
E*TRADE FINANCIAL: Raises More Than $600MM of Common Equity in Q2
EASTWIND MARITIME: Files for Chapter 7 Bankruptcy in Manhattan
EDGAR MILES: U.S. Trustee Sets Meeting of Creditors for July 16

EMMIS COMMUNICATIONS: S&P Withdraws 'CCC+' Corp. Credit Rating
ENNIS ENTERPRISES: Section 341(a) Meeting Scheduled for July 15
EUROFRESH INC: S&P Withdraws 'D' Corporate Credit Rating
EVERETT MARITIME: Court Approves Crane Heyman as Attorney
EXPRESS LLC: S&P Changes Outlook to Negative; Affirms 'B' Rating

FAIRPOINT COMMUNICATIONS: Launches Exchange Offer for 2018 Notes
FIFTH THIRD: Fitch Amends Rating Press Release on Preferred Stock
FILENE'S BASEMENT: Committee Opposes Permitting Fendi Suit
FIRST COMMERCIAL: S&P Downgrades Ratings on Six Bonds to 'BB+/B'
FIRST REPUBLIC GROUP: Files for Chapter 11 to Avoid Foreclosure

FIRSTPLUS FINANCIAL: Files for Chapter 11 on Liquidity Concerns
FIRSTPLUS FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
FLEETWOOD ENTERPRISES: Can Use BofA Cash Collateral Until July 17
FLEETWOOD ENTERPRISES: Seeks Sale of Manufactured Housing Assets
FLEETWOOD ENTERPRISES: Wants Plan Filing Period Extended to Oct.6

FLOYD WATKINS: Section 341(a) Meeting Scheduled for July 23
FLYING J: Poor Economy Leads to Closing of 7 Restaurants
FOAMEX INTERNATIONAL: Wayzata Wants $1-Mil. Reimbursement
FONTAINEBLEAU: Seeks to Pay Outstanding Prepetition Wages
FONTAINEBLEAU LAS VEGAS: To Keep Insurance for Hotel Project

FONTAINEBLEAU LAS VEGAS: Taps Employ Bilzin Sumberg as Counsel
FONTAINEBLEAU LAS VEGAS: Taps Buchanan Ingersoll as Counsel
FORD MOTOR: Gets $5.9BB in Energy Dept. Loans to Retool Plants
FORT WAYNE: U.S. Trustee Sets Section 341(a) Meeting for July 17
FRANCISCO MENDOZA: PBGC Assumes Underfunded Pension Plan

FREEMAN ROAD: U.S. Trustee Sets Meeting of Creditors for July 15
FRONT STREET: Case Summary & 18 Largest Unsecured Creditors
GENERAL MOTORS: Miller Canfield Represent Ford, et al., in Case
GENERAL MOTORS: Orrick Herrington Represents Dealers Group
GENERAL MOTORS: Phillips Lytle Represents Gibraltar Industries

GENERAL MOTORS: GM Backs Financing for Acquisition of Delphi
GENERAL MOTORS: Strong Dealer Body Vital to Success
GENERAL MOTORS: Koenigsegg Reaches Deal to Buy Saab
GENERAL MOTORS: Bo Andersson Steps Down as VP for Purchasing
GENERAL MOTORS: Pursues Talks on Plants to Produce Small Cars

GENERAL MOTORS: Names Bob Socia as Purchasing & Supply Chain VP
GEORGIA-PACIFIC LLC: Moody's Assigns 'Ba2' Rating on $1 Bil. Loan
GERDAU AMERISTEEL: Obtains Covenant Relief Under Term Loan
GLORIA HARDEMON: US Trustee Sets Meeting of Creditors for July 14
GRANDE COMMUNICATIONS: Moody's Withdraws 'Caa3' Default Rating

GREAT SMOKEY: Sec. 341 Meeting Scheduled for July 29 in N.C.
HART-SAHARA LLC: Section 341(a) Meeting Scheduled for July 16
HARVEST OIL: Asks Court to Establish August 4 General Bar Date
HAWAII MEDICAL: Court Okays Disclosure Statement
HAWAII SUPERFERRY: Section 341(a) Meeting Scheduled for July 1

HEIDTMAN MINING: Section 341(a) Meeting Set for July 14 in Ark.
HENDRICKS FURNITURE: Section 341(a) Meeting Scheduled for July 15
HERCULES CHEMICAL: Gets September 18 Extension to File Exit Plan
HOLDER HOSPITALITY: Files for Chapter 11 Bankruptcy Protection
HOME INTERIORS: Can Use Lenders' Cash Collateral Until July 15

HUNTGAIN LLC: U.S. Trustee Sets Meeting of Creditors for July 8
INCENTRA SOLUTIONS: Extends Plan Filing Deadline Until Oct. 5
INTEGRAL VISION: Amends Prospectus Covering 21,478,569 Shares
ION MEDIA: U.S. Trustee Appoints Four-Member Creditors Committee
IRVINE MEDICAL: Case Summary & 23 Largest Unsecured Creditors

JENNIFER CHAN: U.S. Trustee Sets Meeting of Creditors for July 23
JOURNAL REGISTER: Ask Court's Nod to Enter into Changes to CBAs
JOURNAL REGISTER: Wants Plan Filing Period Extended to Sept. 19
JRV CO. LLC: Case Summary & 2 Largest Unsecured Creditors
KABUTO ARIZONA: Files List of 20 Largest Unsecured Creditors

KENNETH KNIE: Section 341(a) Meeting Slated for July 10
KEYCORP: Fitch Downgrades Long-Term and Individual Ratings
KINGSWAY LINKED: S&P Withdraws 'B-' Global Scale Rating on Trusts
LAD MANAGEMENT: Case Summary & 1 Largest Unsecured Creditors
LEHIGH COAL: Court Grants Coaldale Relief From Stay

LEVEL 3: Fitch Assigns 'CCC/RR5' on $200 Mil. Senior Notes
LUCKY'S LANDING: Florida Property to be Auctioned on July 18
LUMINENT MORTGAGE: Court Approves Disclosure Statement
MARVIN-WAXHAW ASSOCIATES: Section 341(a) Meeting Set for July 8
MCKINNEY AVENUE: Section 341(a) Meeting Scheduled for July 14

MCSTAIN ENTERPRISES: Section 341(a) Meeting Scheduled for July 6
METROMEDIA INT'L: Meeting of Creditors Slated for July 16
METROMEDIA INT'L: To Appeal $188MM Judgment That Forced Ch. 11
METROMEDIA STEAKHOUSES: Settlement of Panel's Suit Underpins Plan
MICHAEL PYLMAN: Section 341(a) Meeting Set for July 21 in Arizona

MID AMERICA: U.S. Trustee Sets Meeting of Creditors for July 8
MIDWAY GAMES: Wants Plan Filing Period Extended to September 10
MILDRED NIXON: Case Summary & Five Largest Unsecured Creditors
MOHEGAN TRIBAL: S&P Affirms Issuer Credit Rating at 'B'
MUZAK HOLDINGS: Gets Sept. 8 Extension to File Bankruptcy Plan

NORTHEASTERN REAL: Decline in Real Estate Market Prompts Ch. 11
NORTHFIELD LABORATORIES: Section 341(a) Meeting Slated for July 13
NUKOTE INTERNATIONAL: Section 341(a) Meeting Slated for July 1
NV TELEVISION: S&P Withdraws 'CCC' Corporate Credit Rating
OFFICE DEPOT: Stock Issuance Won't Affect Moody's 'B2' Rating

PALM VILLAGE: U.S. Trustee Sets Meeting of Creditors for July 9
PLIANT CORP: Apollo Management Presents Competing Plan
POLAROID CORP: Creditors Oppose Prompt Conversion to Chapter 7
PROVIDENT ROYALTIES: Blames Fall in Energy Prices for Bankruptcy
QUICKSILVER RESOURCES: S&P Raises Corporate Credit Rating to 'B+'

RATHGIBSON INC: Moody's Downgrades Corporate Family Rating to 'Ca'
RAY LYLE COVINGTON: Case Summary & 20 Largest Unsecured Creditors
RAYMOND PORTER: U.S. Trustee Sets Meeting of Creditors for July 13
REAL MEX: S&P Raises Corporate Credit Rating to 'B-' From 'CCC'
RED SHIELD: Court Confirms Joint Plan of Reorganization

RESTRICTED GROUP: Refinancing Risks Cue Moody's to Junk Ratings
RH DONNELLEY: U.S. Trustee Adds 2 Members to Creditors Committee
RH DONNELLEY: Proposes Deloitte as Financial Advisors
RH DONNELLEY: Seeks to Hire Professionals in the Ordinary Course
RH DONNELLEY: CP&L Balks at Utility Injunction, Deposit Amount

RH DONNELLEY: Anonymous Dex Media Vet Wants Case Scrutinized
RH DONNELLEY: Credit Default Swaps Auctioned at 4.875% on June 11
RIDGEWALK HOLDINGS: Section 341(a) Meeting Slated for July 2
RITE AID: Posts $98.4MM Net Loss for Fiscal First Quarter
ROBERT MANUFACTURING: Section 341(a) Meeting Slated for July 6

SABRE HOLDINGS: S&P Raises Corporate Credit Rating to 'B'
SALMA CHAWI: Case Summary & 17 Largest Unsecured Creditors
SCO GROUP: Can't File Financial Results for Period ended April 30
SCOTTISH RE: Fitch Downgrades Issuer Default Rating at 'CC'
SEA LAUNCH: Case Summary & 30 Largest Unsecured Creditors

SHELDON GOOD: To Sell Substantially All Assets at July 20 Auction
SILVER CLUB: Casinos and Affiliates File Ch. 11 in Reno
SIX FLAGS: In Dispute with Avenue Capital on Cash Use
SIX FLAGS: Seeks to Pay Prepetition Critical Vendor Claims
SIX FLAGS: Proposes to Pay Prepetition Foreign Vendor Claims

SIX FLAGS: Gets Court OK to Honor Prepetition Customer Programs
SIX FLAGS: Court Confirms Administrative Status of 20-Day Goods
SONIC CORP: May 31 Balance Sheet Upside-Down by $22,990,000
SONORAN ENERGY: To Conduct Sec. 363 Sale in Bankruptcy
SPANSION INC: Exclusive Plan Period Extended Through Sept. 28

SPANSION INC: Court Establishes Proofs of Claim Bar Date
SPANSION INC: Ernst & Young Seeks $423,000 for March-April Work
SPANSION INC: Directors Report Acquisition of Shares
SPANSION INC: Prudential Financial Ceases to be 5% Shareholder
SPANSION INC: U.S. Court OKs Chapter 15 Petition of Japan Unit

SPECTRUM BRANDS: Reaches Settlement with Senior Term Lenders
STANLEY-MARTIN COMMUNITIES: S&P Withdraws 'CCC+' Corporate Rating
STUDIO PARC: U.S. Trustee Sets Meeting of Creditors for June 29
SUNTRUST BANKS: Fitch Keeps IDR, Affirms C Individual Rating
SVP HOLDINGS: Moody's Withdraws 'B3' Corporate Family Rating

TEKOIL & GAS: Can Sell Newfoundland Property for CDN445,000
THURSTON HIGHLAND: Meeting of Creditors Scheduled for July 9
TRIBUNE CO: S&P Withdraws 'D' Corporate Credit Rating
TRIUMPHANT SPIRIT LLC: Case Summary & 20 Largest Unsec. Creditors
TRUSTCASH HOLDINGS: Cuts Debt by $1MM, Continues Creditor Talks

TV DAIRY: U.S. Trustee Schedules Meeting of Creditors for July 17
UTGR INC: Files for Chapter 11 in Providence
UTGR INC: Voluntary Chapter 11 Case Summary
VALLEY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
VP PHASE IV: Must Work to Resolve Dispute With Fifth Third Bank

WESTLAKE CHEMICAL: Downgraded by S&P to 'BB' on Shrinking Margins
WCI COMMUNITIES: To Auction 230 Lots in Maryland and Virginia
WHISPERING LIMITED: Public Auction Sale Scheduled for July 14
WILLIAM COLLINS: Voluntary Chapter 11 Case Summary
WORLDSPACE INC: August 18 Administrative Expense Bar Date Set

XM SATELLITE: Moody's Assigns 'Caa1' Rating on $350 Mil. Notes
XM SATELLITE: S&P Assigns 'B' Rating on $350 Mil. Senior Notes
XTREME INDUSTRIES: Voluntary Chapter 11 Case Summary
Y & S PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
YONKERS WATER: Voluntary Chapter 11 Case Summary

* Haynes and Boone Wins Award for Marcal Paper Reorganization
* Kevin Scheetz Joins Moelis & Co. a Managing Director
* KPMG Names Drew Koecher to Lead U.S. Restructuring Services

* Silldorf & Levine, LLP Expands Practice Into Bankruptcy
* Reginald Barron Reports Bankruptcy Scam Linked to Corruption

* May Home Sale Prices Down 17% From Year Before
* State Garnishment Laws Affect Frequency of Bankr. Filings
* No Standing for Trustee on Claim Available to All Creditors

* Credit Swaps Index on Pace for 24% Default Rate, Analysts Say
* MBA Lowers 2009 Originations Forecast to $2.03 Trillion
* Ship Owners Seek to Defer Loan Repayments, Lloyd's List Says

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

                            *********

155 EAST TROPICANA: Gets New Default Notice; In Talks with Lenders
------------------------------------------------------------------
155 East Tropicana, LLC, received on April 7, 2009, a Notice of
Default and Reservation of Rights letter from the Agent with
respect to that certain Credit Facility, dated as of March 29,
2005, as amended, by and among the lenders, Wells Fargo Foothill,
Inc., as the arranger and administrative agent for the Lenders,
and the Company and each of the Company's subsidiaries.

The Company was notified by the lender that (i) pursuant to the
terms of the Credit Facility, the Company no longer has the option
of paying the LIBOR interest rate, but must instead pay the Wells
Fargo prime rate and (ii) as of May 1, 2009, the rate of interest
under the Credit Facility will be increased to the default rate,
which is equal to two percentage points above the per annum rate
otherwise applicable under the Credit Facility.

On June 11, 2009, the Company received an additional Notice of
Default and Reservation of Rights letter from the Agent.  The June
Letter states that additional events of default have occurred
under the Credit Facility as a result of the Borrowers' failure to
(i) make certain representations in connection with the delivery
of financial statements for the periods ending January 31, 2009,
February 28, 2009, March 31, 2009, and April 30, 2009, and (ii)
make the scheduled interest payment due on April 1, 2009, under
the Company's senior secured notes within the grace period
provided under the indenture governing the notes.

The June Letter states further that as a result of the events of
default, the Lender Group is under no obligation to extend further
credit under the Credit Facility and the Lender Group continues to
evaluate its response to the events of default.

The Company and the Lender Group are in active discussions
regarding the terms of a forbearance agreement.  There can be no
assurance; however, that such an agreement will be reached.

155 East Tropicana, LLC, was incorporated on June 17, 2004, to
acquire the real and personal property of the Hotel San Remo
Casino and Resort in Las Vegas, Nevada.  Upon acquisition, the
property was renovated with a "Hooters" entertainment concept and
theme and the Hotel San Remo property was reopened as the new
Hooters Casino Hotel on February 3, 2006.  The Company's business
is concentrated at the one casino and hotel property in Las Vegas,
Nevada.  The renovations were financed by the Company and its
wholly owned subsidiary, 155 East Tropicana Finance Corp., through
a $130.0 million Senior Secured Notes offering that closed on
March 29, 2005.  The Company's membership interests are held two-
thirds through Florida Hooters LLC and one-third through EW Common
LLC.  The initial capitalization of the Company was provided by
Florida Hooters LLC in the form of a $5.1 million cash
contribution and the assignment of rights with respect to the
Hooters trademark and logo and other intellectual property and by
EW Common LLC in the form of a $25.0 million deemed capital
contribution.  The deemed capital contribution from EW Common LLC
carries with it a priority return of four percent on the
contribution annually.  The payment of this priority return is
subject to meeting certain financial covenants associated with the
Company's debt.

Florida Hooters LLC is a joint venture between Hooters Gaming LLC
and Lags Ventures, LLC.  Hooters Gaming LLC is owned by the
holders of licenses to operate Hooters restaurants in Tampa Bay,
Florida, Chicago, Illinois and downtown Manhattan in New York as
well as for the sale of wholesale foods and calendars and Nevada
hotel/gaming and includes most of the original founders of the
Hooters brand.  Pursuant to these license rights, the owners of
Florida Hooters LLC operate 39 Hooters restaurants, publish
Hooters calendars and operate a Hooters food business.  Lags
Ventures, LLC, is owned by a holder of the license rights to
Hooters restaurants in South Florida and the state of Nevada.  The
owner of Lags Ventures, LLC, is also the founder of the Dan Marino
concept restaurants and owns and operates two Dan Marino concept
restaurants.

EW Common LLC is owned 90% by Eastern & Western Hotel Corporation
and 10% by Michael J. Hessling, president of the Company.  Eastern
& Western and its affiliates owned the real property and non-
gaming assets of Hotel San Remo from November 1988 until the
Company's acquisition of the Hotel San Remo in August 2004.

Florida Hooters LLC and EW Common LLC entered into a joint venture
agreement for the purpose of forming the Company and documenting
the terms of their investments and business venture.


AEI: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AEI,
including its 'B+' corporate credit rating, following completion
of its annually scheduled review.  The outlook is positive.  At
the consolidated level (including operating subsidiaries), AEI had
about $3.96 billion of debt as of December 2008.

AEI, an emerging markets energy infrastructure company.  The
company is registered in the Cayman Islands and is majority owned
by funds that have, directly or indirectly, appointed Ashmore
Investment Management Ltd., a subsidiary of Ashmore Group PLC, as
their investment manager.  AEI's investment companies serve about
6.6 million customers through about 25,400 miles of gas and
liquids pipelines, about 104,000 miles of electric transmission
and distribution lines, and about 2,214 megawatts of generating
capacity.

The positive outlook factors in distributions from AEI's portfolio
of assets that have met and exceeded projected performance.
Still, the track record is relatively short and precludes a rating
upgrade in the short to medium term, especially because several
large acquisitions have yet to be fully integrated.  A rating
upgrade is also predicated on AEI's ability to further diversify
its markets and stabilize its financial profile and policies along
with improved cash quality, which is a key measure for power
developers.  S&P expects the company to continue to grow, fund new
projects from a judicious mix of equity and debt, and maintain
adequate liquidity.  The current economic environment will pose a
challenge.  S&P could revise the outlook to stable if AEI's
liquidity becomes weaker without available avenues to ameliorate
the liquidity position.  S&P would also change the outlook to
stable if AEI pursues large debt-funded acquisitions or cannot
bolster its liquidity concomitant with its growth strategy.
Geopolitical uncertainties in its primary markets, such as in
Bolivia recently, would detract from credit and could also
influence the rating.


AGRIPROCESSORS INC: SHF's $8.5MM Bid Gets Joe Sarachek's Backing
----------------------------------------------------------------
Dave DeWitte at The Gazette reports that Joe Sarachek, the court-
appointed trustee for Agriprocessors Inc., has supported SHF
Industries' $8.5 million offer for most of the Company's assets.

The Gazette relates that SHF Industries must complete a sworn
disclosure statement disclosing any connections with any creditors
or parties in Agriprocessors' bankruptcy.

A hearing date on the motion hasn't been set, The Gazette states.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the Company in its restructuring
effort.  The Company listed assets of $100 million to $500 million
and debts of $50 million to $100 million.


ALSET OWNERS: Proposes Sale to Rally's and Checkers' Franchisor
---------------------------------------------------------------
Rally's and Checkers' restaurants franchisee Alset Owners LLC has
an agreement to sell most of its assets to an affiliate of the
franchisor Checkers Drive-In Restaurants Inc., Bloomberg's Bill
Rochelle reports.  According to the report, Alset will sell its
assets for $1.2 million cash, the forgiveness of $3.8 million
owing in franchise fees, $500,000 toward professional fees, and
$300,000 for specified secured assets.  Competing offers are due
Aug. 7.  Alset will hold an auction Aug. 11 if a rival offer is
received.  An Aug. 13 hearing is slated to consider approval of
the sale.  The Court will consider approval of proposed sale
procedures on July 7.

Alset Owners LLC is a franchisee of Rally's and Checkers'
Restaurants.  The Company filed for Chapter 11 on June 5, 2009
(Bankr. D. Del. Case No. 09-11960).  The Company, in its petition,
listed assets of $19.7 million and debt of $17.4 million.  Bonnie
Glantz Fatell, Esq., at Blank Rome LLP, represents the Debtor.


AMC INVESTORS: Creditor Not a Qualified Involuntary Petitioner
--------------------------------------------------------------
WestLaw reports that a claim that was based upon an unstayed state
court judgment against the purported debtors, which was not
entered by default, was not subject to any "bona fide dispute,"
for purposes of determining whether the judgment creditor was
eligible to commence an involuntary Chapter 7 case.  It did not
matter that the debtors had filed a still-pending appeal from the
attorney fee component of the state court's damages award.  A
bankruptcy judge in Delaware held that the existence of a court
judgment, other than a default judgment, that has not been stayed
is, in and of itself, sufficient to establish that the claim
underlying that judgment is not in "bona fide dispute," thereby
disagreeing with a contrary Fourth Circuit case.  In re AMC
Investors, LLC, --- B.R. ----, 2009 WL 1565823, http://is.gd/1bHKI
(Bankr. D. Del.).


AMERICAN HOUSING: Section 341(a) Meeting Scheduled for July 9
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in American Housing Foundation's Chapter 11 case on July 9, 2009,
at 10:00 a.m.  The meeting will be held at the U.S. Bankruptcy
Court, 624 S. Polk St., Suite 100, Amarillo, 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.

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

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

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


AMERITEX TECHNOLOGIES: 2 Customers' Bankruptcy Causes Demise
------------------------------------------------------------
Bloomberg News reports that Ameritex Technologies Inc. filed a
Chapter 11 petition before the U.S. Bankruptcy Court for Middle
District of Florida, in Tampa, after two key customers filed for
bankruptcy.  One of the customers was Genmar Holdings Inc., the
boat maker that filed for reorganization June 1 in Minneapolis.
The Company's $29 million of sales in 2007 shrank to $22 million
in 2008.  Ameritex owes $2.1 million to Branch Tanking & Trust
Co., secured by equipment and inventory.  There are two mortgages
on two plants totaling $8.4 million.  Ameritex estimates that
unsecured creditors are owed $2.7 million.

Bradenton, Florida-based Ameritex Technologies Inc. is a
manufacturer of windshields and canvasses for recreational boats.
The Company filed for Chapter 11 on June 19 (Bankr. M.D. Fla. Case
No. 09-13051).  Noel R. Boeke, Esq., at Holland & Knight, LLP, in
Tampa, Florida, represents the Debtor.  The Company disclosed
assets of $1,000,001 to $10,000,000 and debts of $10,000,001 to
$50,000,000.


ATHEROGENICS INC: 2nd Amended Liquidation Plan Becomes Effective
----------------------------------------------------------------
Atherogenics Inc. said in a filing with the Securities and
Exchange Commission that June 22, 2009, is the effective date of
its second amended plan of liquidation.

As reported in the Troubled Company Reporter on June 11, 2009.
The U.S. Bankruptcy Court for the Northern District of Georgia has
confirmed the Debtor's second amended plan.

The Plan provides for the appointment of a Liquidating Agent for
the sole purpose of liquidating and distributing all of the
Debtor's remaining assets.  The Liquidating Agent will not engage
in any business activities other than winding down the Debtor's
remaining affairs.

Holders of Claims in Class 7 -- Unsecured creditors with Claims
less than $10,000 -- will receive a one-time Cash payment equal to
16% of their Allowed Claims in satisfaction of their Claims.  The
Debtor estimates that each Holder of Claims in Classes 3, 4, 5 and
6 will receive total distributions aggregating approximately 16%
of the Claim.  Holders of Interests in the Debtor will not receive
any Distributions on account of their existing interests in the
Debtor.

After the Distribution of the Remaining Assets, the Liquidating
Agent will dissolve the Debtor.

Under the plan, any and all issued shares of the Debtor's common
stock -- other than common stock held by the Liquidating Agent --
and options and warrants to purchase the Debtor's common stock
were cancelled on the plan's effective date.

A full-text copy of the Debtor's Second Amended Plan is available
for free at http://ResearchArchives.com/t/s?3e20

                       About Atherogenics

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On September 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.,
  -- CNH CA Master Account, L.P.,
  -- Tamalpais Global Partner Master Fund, LTD,
  -- Tang Capital Partners, LP, and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On October 6, the Debtor filed a motion to convert its Chapter 7
case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).
James A. Pardo, Jr., Esq., and Michelle Carter, Esq., at King &
Spalding, LLP, represent the Debtor as counsel.  Akin Gump Strauss
Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning &
Martin, LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Administar Services Group LLC is the
Claims, Noticing, and Balloting Agent for the Debtor.

As reported in the Troubled Company Reporter on February 21, 2009,
at December 31, 2008, the Debtor had total assets of $51,659,219,
total liabilities of $307,171,466, and a stockholders' deficit of
$255,512,247.


BANK OF NORTH: S&P Downgrades Ratings on Eight LOC-Supported Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
Bank of North Georgia letter of credit (LOC)-supported bonds to
'BB+/B' from 'A-/A-2' and removed the ratings from CreditWatch
with negative implications, where they were placed May 15, 2009.

The ratings on the eight affected issues are based on the credit
and liquidity support that Bank of North Georgia ('BB+/B')
provides in the form of LOCs.  The LOCs provide for the full and
timely payment of interest and principal according to the
transactions' terms.

The rating action reflects the June 17, 2009, lowering of S&P's
long- and short-term counterparty credit ratings on Bank of North
Georgia to 'BB+/B' from 'A-/A-2' and S&P's removal of those
ratings from CreditWatch negative, where they were placed May 4,
2009.

      Ratings Lowered And Removed From Creditwatch Negative

                   BB Auto Land of Roswell LLC
      US$8.735 mil tax var rt secs ser 2003A due 05/01/2023

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       05527UAA4           BB+/B            A-/Watch Neg/A-2

                        Chatham Centre LLC
      US$3.96 mil taxable var rt secs ser 2002 due 03/01/2022

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       161875AA7           BB+/B            A-/Watch Neg/A-2

                        Douglas Cnty
       US$1.7 mil indl dev rev bnds ser 2003 due 11/01/2018

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       259025BS2           BB+/B            A-/Watch Neg/A-2

                   Exchange at Hammond LLC (The)
     US$17 mil taxable var rt dem bnds ser 2002 due 08/01/2022

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       30086RAA2           BB+/B            A-/Watch Neg/A-2

                       Lock Inns Inc.
     US$3.665 mil taxable var rt secs ser 2003 due 02/01/2023

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       53965PAA4           BB+/B            A-/Watch Neg/A-2

                   Morgan Valley Properties LLC
    US$10.5 mil var/fixed rate taxable prom nts ser 2006A due
                            08/01/2031

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       61749XAB1           BB+/B            A-/Watch Neg/A-2

             Peachtree Crest Professional Offices LLC
        US$3.825 mil var rt dem bnds ser 2003 due 03/01/2023

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       70466SAA6           BB+/B            A-/Watch Neg/A-2

                  Southeastern Partners Realty I
        US$4.9 mil var rt dem bnds ser 2003 due 11/01/2023

                                 Rating
                                 ------
       CUSIP               To               From
       -----               --               ----
       842016AA5           BB+/B            A-/Watch Neg/A-2


BANKUNITED FINANCIAL: Greenberg Traurig Approved as Gen. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized BankUnited Financial Corporation and its debtor-
affiliates to employ Greenberg Traurig P.A. as their general
counsel.

Among other things, the firm is expected to:

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

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

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

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

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

The firm's professionals who will provide services to the Debtors
have these hourly rates:

      Professional                   Hourly Rate
      -------------                  -----------
      Mark D. Bloom, Esq.               $765
      Scott M. Grossman, Esq.           $485
      Lorne S. Cantor, Esq.             $420
      John R. Dodd, Esq.                $320
      Aaron P. Honaker, Esq.            $310
      Maribel R. Fontanez               $185
      Karina Dominguez                  $175

Other professionals will charge these rates:

      Designation                    Hourly Rate
      -----------                    -----------
      Shareholders                   $400-$800
      Associates                     $275-$570
      Paralegals                     $100-$220

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

               About BankUnited Financial Corporation

BankUnited Financial Corporation -- http://www.bankunited.com/--
was the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida.  On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co.  BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009, (Bankr. S.D. Fla. Lead Case No.: 09-19940) Stephen P.
Drobny, Esq. and Peter Levitt, Esq. at Shutts & Bowen LLP
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 21 appointed three creditors to serve
on the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.

The Debtors' financial condition as of March 31, 2009, showed
total assets of $37,729,520 and total debts of $559,740,185.  The
Debtors have $237,261,000 trust preferred securities, $120,000,000
convertible subordinated senior notes, $12,500,000 junior
subordinated debentures, and $184,000,000 convertible subordinated
senior HiMEDS.  The Debtors listed 1,226,853 noncumulative
convertible preferred stock, Series B; and $35,507,988 Class A and
719,947 Class B shares of common stock.


BAYOU GROUP: Co-Founder Israel's Sentence, Conviction Upheld
------------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News report that a
federal appeals court upheld the guilty plea and 20-year prison
sentence of Samuel Israel III, the co-founder of the Bayou Group
LLC hedge-fund firm that filed for bankruptcy in 2006.  Mr. Israel
admitted that he directed a $400 million fraud at the company,
which he co-founded in 2005.

According to the Bloomberg report, the U.S. Court of Appeals in
Manhattan rejected June 19 two arguments advanced by Mr. Israel:

   -- that the judge before whom he pleaded guilty should have
      left the case because she appeared to favor prosecutors, and

   -- that his sentence was unreasonable.

A New York federal judge in June 2008 sentenced and ordered Mr.
Israel to pay restitution of $300 million for duping investors of
more than $450 million through false misrepresentation of Bayou
Group's financial condition.  Mr. Israel was to serve his 20-year
prison sentence and scheduled to report to a Massachusetts
penitentiary on June 9.  On the surrender date, authorities found
his sports utility vehicle abandoned on a bridge over the Hudson
River in New York, with the words "Suicide is Painless" on the
hood of the vehicle.  Police scoured the area, but no signs of his
body were found, leading police to suspect that the suicide
attempt was a hoax and that Mr. Israel was on the run.  Mr.
Israel's girlfriend Debra Ryan was also arrested by investigators
for helping him escape.  Mr. Israel later surrendered.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The Company and its affiliates were sent to Chapter
11 on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-22306) to
pursue recoveries for the benefit of defrauded investors.  Elise
Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in
their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.


BELDEN INC: Moody's Rates Subordinated Debt Issuance at 'Ba2'
-------------------------------------------------------------
Moody's Investors Service rated Belden, Inc.'s proposed new 10-
year subordinated debt issuance Ba2 and revised the rating on its
secured revolving facility to Baa1 from Baa2 pending the amending
and downsizing of the secured facility from $350 million to
$250 million.  The corporate family rating remains unchanged at
Ba1.  The ratings outlook remains negative.

Belden will use the proceeds from the subordinated debt issuance
which is expected to be approximately $200 million to repay
outstandings under its secured revolver.  As part of the
transaction, the company is amending the terms of the secured
revolver to reduce the commitment level from $350 million to
$250 million, extending the maturity two years to 2013 and
loosening financial covenants.

The company has been significantly impacted by the downturn, but
has moved quickly to reduce is cost structure to accommodate lower
sales volume.  Like many other cable and connector manufacturers,
they were particularly impacted as the distribution channel and
OEM manufacturers brought down inventory levels due to the
uncertain and unfavorable economic environment.  The new debt
issuance and amendment will alleviate expected covenant pressures,
provide for a longer term capital base and improve the liquidity
profile.  While interest expense is likely to increase as result
of the transaction, interest coverage is expected to remain above
2.5x except on a temporary basis (and above 3.5x excluding
restructuring charges).

The Ba1 CFR continues to reflect the company's leading positions
within the cable and connectivity markets, and the benefits of
significant end customer sector and geographic diversification.
Prior to the economic decline, Belden's credit metrics were
reflective of a strong Ba1 or higher rating reflecting
management's conservative financial policies.  The severity of the
current cycle will likely drive leverage levels temporarily below
Ba1 levels.  Leverage levels could exceed 4.0x (excluding
restructuring charges) for a short period but management is
expected to continue its focus on reducing costs and returning
leverage levels to historic levels of less than 2.5x.  While
management has made significant efforts to reduce the cost
structure, prolonged high leverage levels above 4.0x (above 3.0x
on a net debt basis) may lead to a downgrading of the rating.  All
ratios are calculated using Moody's standard adjustments.

Pending closing of the new subordinated debt, this rating will be
assigned:

  -- New senior subordinated notes (est. $200 million, due 2019),
     Ba2, LGD4 60%

These ratings will remain unchanged:

  -- Corporate family rating, Ba1

  -- Probability of default, Ba1

  -- $350 million senior subordinated notes due 2017, Ba2, LGD4
     60% (formerly Ba2, LGD5 71%)

These rating will be changed:

  -- Amended $250 million senior secured revolver due 2013, to
     Baa1, LGD1 6% from Baa2, LGD2 19%

  -- Ratings Outlook remains Negative

The individual debt instrument ratings were determined in
conjunction with Moody's Loss Given Default Methodology and based
on the relative positions of the debt in the capital structure.
Moody's most recent action was on February 11, 2009 when Moody's
downgraded Belden's subordinated debt ratings.

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with trailing
twelve month revenues of approximately $1.8 billion.  The company
is headquartered in St. Louis, Missouri.


BELDEN INC: S&P Downgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis, Missouri-based cable, connector, and
component manufacturer Belden Inc. to 'BB-' from 'BB'.  This
rating, along with all related issue-level ratings on Belden, was
removed from CreditWatch, where S&P placed them with negative
implications March 2, 2009.  The rating outlook is stable.

At the same time, S&P assigned the company's $200 million senior
subordinated notes due 2019 S&P's issue-level rating of 'B+' (one
notch lower than the 'BB-' corporate credit rating on the company)
with a recovery rating of '5', indicating S&P's expectation of
modest (10% to 30%) recovery for noteholders in the event of a
payment default.  Belden plans to use proceeds from the notes to
repay $200 million of borrowings outstanding under the company's
bank credit facility.

In addition, S&P lowered its issue-level rating on Belden's senior
secured credit facility to 'BB+' (two notches higher than the 'BB-
' corporate credit rating) from 'BBB-'.  The recovery rating
remains at '1', indicating S&P's expectation of very high (90% to
100%) recovery for lenders in the event of a payment default.
Finally, S&P revised its recovery rating on Belden's existing 7%
senior subordinated notes due 2017 to '5' from '6', since the
amount of potential secured debt in the capital structure will be
reduced following the downsizing of Belden's senior secured credit
facility to $250 million from $350 million, in conjunction with
the completion of the fourth amendment to the credit facility.
The issue-level rating on these notes remains at 'B+'.

Belden is a leading provider of cable, connectors, and components
used to provide signaling transmission solutions across a variety
of industrial applications.  Debt outstanding at March 31, 2009
totaled about $590 million.

"The ratings downgrade reflects Standard & Poor's concern that
Belden is likely to continue to post weak earnings throughout the
remainder of 2009 given the likelihood that year-over-year sales
volumes will be down substantially due to weak global demand,"
said Standard & Poor's credit analyst Susan Madison.  "As a
result, S&P expects Belden's credit statistics to deteriorate,
with debt (adjusted for pension and other post-retirement benefits
and operating leases) to EBITDA (excluding restructuring charges)
likely peaking in the mid-4x area in the latter half of 2009, up
from about 1.8x in early 2008."

The 'BB-' rating reflects the company's participation in the
highly competitive and cyclical wire and cable markets, its
exposure to volatile raw material pricing and currency rates, and
recent deterioration in its financial profile.  Belden's focus on
value-added specialty electronic wire markets, solid liquidity,
and good cash flow characteristics partially offset these risks.


BERNARD MADOFF: Proposes 12 Years, Instead of Life Sentence
-----------------------------------------------------------
Chad Bray at The Wall Street Journal reports that Bernard L.
Madoff's lawyer, Ira Sorkin, has asked U.S. District Judge Denny
Chin to sentence his client to as little as 12 years in prison,
instead of a life sentence.

According to WSJ, Judge Chin will sentence Mr. Madoff on Monday.

WSJ quoted Mr. Sorkin as saying, "Mr. Madoff is currently 71 years
old and has an approximate life expectancy of 13 years.  A prison
term of 12 years -- just short of an effective life sentence --
will sufficiently address the goals of deterrence, protecting the
public and promoting respect for the law without being 'greater
than necessary' to achieve them."  Mr. Sorkin suggested a sentence
of 15 to 20 years, WSJ states.

The average sentence between 1999 and 2008 was 184 months, or a
little more than 15 years, for fraud-related cases in which a
defendant was facing life in prison under federal sentencing
guidelines, WSJ says, citing Mr. Sorkin.

WSJ relates that St. John's University law and business professor
Anthony Sabino said that he expects Judge Chin to sentence
Mr. Madoff to a minimum of 20 years in prison, if not 25 years.

Prosecutors, according to WSJ, would file their recommendation for
sentencing on Friday.

Prosecutors said in court documents that the court-appointed
trustee for Bernard L. Madoff Investment Securities LLC has
identified about 1,341 account holders at the firm.  Citing
prosecutors, WSJ states that Mr. Madoff claimed to have almost
$65 billion in his firm's account at the end of November 2008, but
the accounts held a fraction of that.

Mr. Sorkin said that Mr. Madoff has entered into agreements with
the U.S. Attorney's office to transfer or liquidate assets for the
benefit of victims, including agreeing to the confiscation of
property to preserve assets for victims, WSJ reports.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD MADOFF: Trustee Seeks to Sell Interest in Aircraft
----------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News report that Irving
Picard, the trustee liquidating Bernard Madoff's defunct money-
management firm, asked Judge Burton Lifland of the U.S. Bankruptcy
Court for the Southern District of New York to let him sell Mr.
Madoff's one-eighth share of a private jet for $753,000 to an
aircraft-services company.  The proposed sale to NetJets Sales
Inc., the Company that has been managing the Citation X aircraft
for Madoff, would recover 100% of the fair market value of the
share acquired by the financier in 2001 for $2.1 million,
Mr. Picard said.

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

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

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

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

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


BROOKLAND PARK: Case Summary & 31 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brookland Park Plaza LLC
        1080 Mcdonald Ave, Ste 304
        Brooklyn, NY 11230

Bankruptcy Case No.: 09-45268

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue
                  New York, NY 10017
                  Tel: (212)867-9595
                  Fax: (212) 949-1857
                  Email: leofox1947@aol.com

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

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

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

          http://bankrupt.com/misc/nyeb09-45268.pdf

The petition was signed by Basheva Dresdner, manager of the
Company.


BUD HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bud Holdings, LLC
        2230 West Bonanza Road
        Las Vegas, NV 89106

Bankruptcy Case No.: 09-20906

Chapter 11 Petition Date: June 23, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Yvette R. Freedman, Esq.
                  John Peter Lee, Ltd
                  830 Las Vegas Blvd, So
                  Las Vegas, NV 89101
                  Tel: (702) 382 4044
                  Fax: (702) 383 9950
                  Email: info@johnpeterlee.com

Total Assets: $8,666,000

Total Debts: $1,851,972

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

          http://bankrupt.com/misc/nvb09-20906.pdf

The petition was signed by Dargin T. McWhorter, managing member of
the Company.


BUILDING MATERIALS: Meeting of Creditors Scheduled for July 17
--------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Building Materials Holding
Corporation and its debtor-affiliates' Chapter 11 cases on
July 17, 2009, at 10:00 a.m.  The meeting will be held at J. Caleb
Boggs Federal Building, 5th Floor, Room 5209, Wilmington,
Delaware.

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

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

Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States.  BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.

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


CANTERBURY CROSSING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Canterbury Crossing Investments, LLC
        900 Grammercy Avenue
        Ogden, UT 84404

Bankruptcy Case No.: 09-26461

Chapter 11 Petition Date: June 23, 2009

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

Judge: R. Kimball Mosier

Debtor's Counsel: Rocky D. Crofts, Esq.
                  1995 West 5600 South
                  Roy, UT 84067
                  Tel: (801) 614-5111

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.


CAPE FEAR BANK: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cape Fear Bank Corporation
           fdba Bank of Wilmington Corporation
        PO Box 97157
        Raleigh, NC 27624

Bankruptcy Case No.: 09-05179

Chapter 11 Petition Date: June 23, 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

Total Assets: $473,852

Total Debts: $10,560,000

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

          http://bankrupt.com/misc/nceb09-05179.pdf

The petition was signed by Ralph Strayhom, president and CEO of
the Company.


CARAUSTAR INDUSTRIES: Section 341(a) Meeting Slated for June 29
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Caraustar Industries, Inc. and its debtor-affiliates' Chapter
11 cases on June 29, 2009, at 2:00 p.m.  The meeting will be held
at Russell Federal Building - Plaza P78A, 75 Spring Street, SW,
Atlanta, Georgia.

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

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

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

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


CHIQUITA BRANDS: Says Eastwind Bankruptcy Won't Impact Operations
-----------------------------------------------------------------
Eastwind Maritime Inc. filed a voluntary Chapter 7 petition for
liquidation of the company and most of its subsidiaries in the
U.S. Bankruptcy Court of the Southern District of New York.  An
estate administrator is expected to be appointed by the Court
shortly.  The Company did not provide a reason for the filing.

More than 50 affiliates, including Kura Shipping Ltd. and Probulk
Inc., also filed for Chapter 7.

Eastwind Maritime is a Marshall Islands domiciled shipping
company, operating refrigerated ships.  The Debtors listed assets
and liabilities between $500 million and $1 billion.  Judge Allan
Gropper handles the cases.

Chiquita Brands International, Inc., meanwhile, said it does not
expect Eastwind Maritime's bankruptcy filing to adversely affect
service to Chiquita customers and the delivery of its bananas and
other fresh fruit products.  All of the 12 oceangoing ships that
the company sold in 2007 remain under long-term charter to
Chiquita, including the four ships sold to Eastwind.

"We are taking appropriate steps to protect Chiquita's interests
under these long-term charters," said Waheed Zaman, senior vice
president, product supply organization.  "While Chiquita's
shipping operations represent only a comparatively small part of
Eastwind's business, we have been monitoring developments closely
and are working with the other parties involved in the chartering
relationships to help assure ongoing and timely service to our
customers."

                       About Chiquita Brands

Chiquita Brands International, Inc. -- http://www.chiquita.com/--
is markets and distributes fresh and value-added food products --
from bananas and other fruits to nutritious blends of green
salads.  The company markets its products under the Chiquita(R)
and Fresh Express(R) premium brands and other related trademarks.
The company has annual revenues of nearly US$4 billion, and
employs roughly 23,000 people.

The company's principal subsidiaries are: Chiquita Brands, Inc.;
Chiquita Brands Company, North America; Chiquita Citrus Packers,
Inc. (80%); Chiquita Frupac Inc.; Solar Aquafarms, Inc.; Compania
Mundimar, S.A. (Costa Rica); Dunand et Compagnie des Bananas, S.A.
(France; 94%); United Brands Japan, Ltd. (95%); Chiquita Banana
Company B.V. (Netherlands).

                           *     *     *

As reported by the Troubled Company Reporter on April 1, 2009,
Moody's Investors Service changed the rating outlook of Chiquita
Brands International to stable from negative, based on improved
credit metrics in fiscal 2008 due to better pricing in both of its
major segments and higher volumes in North American bananas.  The
company's ratings, including its B3 corporate family and
probability of default ratings, were affirmed.


CHRYSLER LLC: Assigns Chase Visa Card Deal to Fiat-Owned Co.
------------------------------------------------------------
Chrysler LLC and its affiliates and JPMorgan Chase Bank, N.A. or
Chase Bank USA, N.A. are parties to a Chase VISA Purchasing Card
Agreement and a Pledge, Reimbursement and Assignment of Deposit
Accounts Agreement.  In connection with these Agreements, the Old
Carco LLC maintains a cash collateral account at JPMorgan Chase
Bank, N.A. to secure their obligations under the Agreements.  The
balance of the Associated Bank Account as of June 18, 2009, is
$4,500,000.

The U.S. Bankruptcy Court for the Southern District of New York
already approved on an interim basis, the Debtors' bid to continue
a purchase card agreement with The Chase Manhattan Bank USA N.A.

The terms of the Interim Purchase Card Order and the Agreements
provide that the Agreements terminate upon consummation of the
Fiat Transaction unless the Bank in its sole discretion determines
not to terminate.

Chrysler Group LLC have requested that the Bank agree, and the
Bank has agreed, in lieu of terminating the Agreements, to permit
the novation of the Agreements and the Associated Bank Account to
Chrysler Group LLC on certain terms and in the documents and
agreements required by the Bank to document the novation.

In lieu of entry of a final order granting the Motion, the Debtors
wish to novate and transfer the Agreements and the Associated Bank
Account to Chrysler Group LLC in connection with the sale
transaction contemplated by the Purchase Agreement and Sale Order.

Accordingly, the Parties entered into a Court-approved stipulation
providing that:

  (a) The Debtors will novate to Chrysler Group LLC, and
      Chrysler Group LLC will assume, as of the date that the
      Novation Documents specify the novation to be effective,
      all of the Debtors' right, title, and interest in, and
      their liabilities and obligations under the Agreements.
      The Debtors further novate to Chrysler Group LLC, and
      Chrysler Group LLC will assume as of the Effective Date,
      all of the Debtors' right, title, and interest in,
      including the $4,500,000 balance, and their liabilities
      and obligations related to the Associated Bank Account;

  (b) Chrysler Group LLC, the Debtors and the Bank agree that,
      as of the Effective Date, all references in the Agreements
      or documents relating to the Associated Bank Account to
      the Debtors will be deemed to be to Chrysler Group LLC
      and not the Debtors.  As of the Effective Date, Chrysler
      Group LLC and the Bank agree to be bound by the terms of
      the Novation Documents and each of the Agreements and the
      documents relating to the Associated Bank Account, as
      though it were an original party to it and agrees that
      the documents are enforceable against it in accordance
      with their terms;

  (c) The Bank consents to the Assignment as of the Effective
      Date; and

  (d) Upon the Effective Date, the Interim Purchase Card Order
      is amended and superseded in its entirety by the
      Stipulation.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Has Protocol to Dispose of De Minimis Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Chrysler LLC's request to implement procedures
by which they may, from time to time, sell miscellaneous assets
that are no longer needed in their ongoing business activities.

Any Objections or responses to the Motion that have not been
withdrawn, waived or settled are overruled.

The Debtors are authorized to consummate, without further Court
approval, arm's-length sales or public auctions, including real
and personal property, outside of the ordinary course of business
when the purchase price for a Private Sale is $10 million or less,
or the book value of assets to be sold at Auction is equal to or
less than $10 million, for each transaction or in the aggregate
for a related series of transactions.  However, under no
circumstances will the Debtors consummate a Private Sale to an
insider without the prior consent of the Creditors' Committee or
an order of the Court.

Any sales of De Minimis Assets will be free and clear of all
liens, claims and encumbrances, pursuant to Section 363(f) of the
Bankruptcy Code, with any liens, claims and encumbrances attaching
to the net sale proceeds with the same force, validity, priority,
perfection and effect as the liens had on the property immediately
prior to the sale.  All sales will be subject to the Sale Notice
Procedures and other terms of the Order.

The Debtors are authorized to pay, without further Court approval,
market rate broker commissions and auction fees for brokers and
auctioneers utilized in connection with any sales of De Minimis
Assets upon satisfaction of the disclosure and other needed
requirements.

Except with respect to sales of real property located in Michigan,
Missouri and Ohio, Private Sales of De Minimis Assets for
consideration that is less than $1 million, and Auctions where the
book value of the assets is less than or equal to $1 million in
the aggregate, may be consummated by the Debtors without further
notice and hearing.  Private Sales of De Minimis Assets for more
than $1 million but less than $10 million, and Auctions where the
book value of the assets is more than $1 million but less than or
equal to $10 million and any sales of real property located in
Michigan, Missouri and Ohio, are approved subject to certain
notice procedures.

On July 30, 2009, and on the last business day of each calendar
month, the Debtors will file and serve upon counsel to the
Creditors' Committee a report containing these information
concerning Reportable Sales made during the prior calendar month:
(a) a description of the assets actually sold; (b) the buyer for
each transaction; and (c) for each sale, the total consideration
actually received.  "Reportable Sales" means Proposed Sales that
have not been described in a Sale Notice and involve the sale of
De Minimis Assets for consideration that is greater than $250,000.

Upon the closing of a Private Sale or Auction, the Debtors may (a)
assume any executory contract or unexpired lease to be assigned to
a Proposed Purchaser or other non-Debtor third party as a part of
the Proposed Sale and provide for the payment of the Cure Claims
disclosed in the Sale Notice and (b) reject any executory contract
or unexpired lease identified for rejection in the Sale Notice.
No executory contract or unexpired lease will be assumed absent
concurrent assignment to a Proposed Purchaser or other non-Debtor
third party.  The nondebtor parties to any executory contracts or
unexpired leases are barred from asserting any further cure claims
in respect of the executory contracts or unexpired leases after
the objection period for a Proposed Sale has passed.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Court OKs Rejection of 8 Leases & Contracts
---------------------------------------------------------
Judge Arthur Gonzales of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Chrysler LLC and its
affiliates to reject these contracts:

  -- Troy Technology Park Office Lease by and between TTP South,
     LLC and DaimlerChrysler Corporation,1 dated August 15,
     2005;

  -- Notice Letter from DaimlerChrysler Corporation to TTP South
     LLC, exercising option, dated August 30, 2005;

  -- First Amendment to Office Lease between LaSalle Bank
     National Association, Trustee for the Registered
     Certificate holders of Morgan Stanley Capital I, Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2003
     - TOP11 and DaimlerChrysler Corporation, dated December 20,
     2005;

  -- Second Amendment to Office Lease between LaSalle Bank
     National Association, Trustee for the Registered
     Certificate holders of Morgan Stanley Capital I, Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2003
     - TOP11 and DaimlerChrysler Corporation, dated July 1,
     2006;

  -- Sublease Agreement between DaimlerChrysler Corporation and
     BMW Hybrid Technology Corporation, dated July 1, 2006;

  -- Notice Letter - Change of Owner from LaSalle to South Troy
     Tech LLC, dated April 23, 2007;

  -- Third Amendment to Office Lease between South Troy Tech,
     LLC and Chrysler, LLC, dated August 22, 2007; and

  -- Co-Occupancy Agreement between Chrysler, LLC and Mercedes-
     Benz Hybrid LLC, dated August 3, 2007.

                 Debtors and GM Agree On Lease

The Debtors asked the Court to reject the unexpired leases of real
property with certain parties.  The Leases all relate to one
master lease originally made between General Motors Corporation,
as the lessee, and Troy Technology Park for the use of three free-
standing buildings located in Troy, Michigan, together with 340
parking spaces.

DaimlerChrysler AG became a sublessee to GMC under the Master
Lease Agreement and the Debtors vacated the Premises as of June 4,
2009.

In a Court-approved stipulation, the Debtors and GMC agreed that
the Debtors' omnibus request will be withdrawn as it pertains to
the Leases.

With respect to the Debtors' interest only, the Sublease Agreement
will be deemed rejected and terminated as of June 16, 2009.

The rejection will not affect any of the rights and obligations of
GMC with respect to any other parties to the Leases, the Master
Lease Agreement, or the Sublease Agreement.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Seeks to Reject 100+ Supplier Contracts
-----------------------------------------------------
In separate omnibus motions, Chrysler LLC and its affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
for authority to reject more than a hundred executory supplier
contracts.

Corinne S. Ball, Esq., at Jones Day, in New York, submits that the
Contracts are neither necessary nor valuable to the Debtors'
estates and will not be assumed and assigned as part of the Fiat
transaction.

Judge Arthur Gonzales will convene a hearing on July 16, 2009, at
10:00 a.m. to consider the Debtors' requests.  Objections, if any,
must not be filed later than 4:00 p.m., on June 29, 2009.

A list of the Contracts to be rejected is available for free at:

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

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

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

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

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



CHRYSLER LLC: Wisconsin Lawmakers Want to Save Kenosha Plant
------------------------------------------------------------
Wisconsin lawmakers said they would ask the Obama administration
to intervene after officials of Chrysler Group LLC gave no
assurances they would reverse a decision to close the company's
engine factory in Kenosha, the Journal Sentinel reported.

"We made our case on behalf of the Kenosha workers but Chrysler
gave us no reason to believe that they're putting any effort into
keeping the Kenosha plant open," the lawmakers reportedly said in
a statement released after their meeting with Chrysler officials
Jim Press and John Bozzella.

"We are deeply disappointed and angered that Chrysler has chosen,
in effect, to shift jobs to Mexico despite the years of loyal,
productive service - and more recently, the tax dollars - the
workers of Kenosha have given the company to ensure a new Chrysler
continues to produce cars," said the statement from Wisconsin
Senators Russ Feingold and Herb Kohl and Representatives Gwen
Moore and Paul Ryan.

Chrysler spokesman Max Gates said he could not comment on the
private discussions during the meeting called to discuss
Chrysler's plan to close the Kenosha factory next year, the
Journal Sentinel reported.

This month, Fiat inserted language into its purchase agreement
filed with the U.S. Bankruptcy Court for the Southern District of
New York, giving it the option of buying the engine factory, the
Journal Sentinel reported.  The offer to buy the engine plant must
be made by the end of July according to the revised purchase
agreement.

Rep. Moore said Chrysler officials did not elaborate when asked
about the language in the sale agreement during their meeting.

The lawmakers reportedly discussed at the meeting about the
possibility of the Kenosha plant making engines to supply the
assembly plant in Belvidere, Illinois, as well as the possibility
of making engines for the CNH Global tractor factory in Racine,
which is largely owned by Fiat S.p.A.  They also discussed local
and state aid packages for the Kenosha plant and the possibility
that Chrysler could obtain low-interest federal loans through the
Department of Energy's Advanced Technology Vehicles Manufacturing
Loan Program.

Rep. Moore said their next move is to contact the Obama
administration "to talk about all of the paths that we regard as
viable for Kenosha."

Chrysler's decision to close Kenosha also drew flak from the
United Auto Workers Local 72 and Wisconsin political leaders
because the company is proceeding with plans to open a factory in
Mexico that will produce a new line of fuel-efficient engines that
originally were going to be built in Kenosha.

"We appreciate the efforts of the delegation, and we're glad
they're out there fighting for Kenosha," the Journal Sentinel
quoted John Drew, UAW regional representative, as saying.

                        About Chrysler LLC

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

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

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

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



CHRYSLER LLC: Cummins Plans to Renegotiate New Contract
-------------------------------------------------------
Cummins Inc., an Indiana-based manufacturer of diesel engines, is
renegotiating a new deal to make light-duty diesel engines for
Chrysler.

Chrysler, which is Cummins' single largest customer, filed papers
late Wednesday to cancel their contract as part of its bankruptcy.
Cummins spokesman Mark Land, however, said the cancellation frees
Cummins to negotiate a contract with the new company that was
formed by Italy-based Fiat S.p.A. under its deal with Chrysler,
The Associated Press reported.

Cummins figures Chrysler remains committed to buying the diesels
for light-duty trucks.  Those trucks were scheduled to appear in
2010, but the debut has been moved to an undisclosed date,
according to a report by IndyStar.

Mr. Land said the cancellation does not affect Cummins' deal to
make engines for heavy-duty Dodge Ram pickup trucks.  The plant
that makes those engines was closed last month but it is expected
to reopen when Chrysler returns to truck production, The
Associated Press reported.

The production line for the light-duty engines is being built at a
different Cummins plant in Columbus.  Operation has been slowed
until the situation is clarified, Mr. Land said.

Headquartered in Columbus, Indiana, Cummins serves customers in
approximately 190 countries and has about 40,000 employees.  The
company reported net income of $755 million on sales of $14.3
billion in 2008, according to its Web site.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: DBRS Discontinues Previous Chrysler Ratings
----------------------------------------------------------
Dominion Bond Rating Service has discontinued/withdrawn these
ratings of Chrysler LLC:

    -- Issuer Rating
    -- First Lien Secured Credit Facility
    -- Second Lien Secured Credit Facility

The discontinuation reflects the cancellation of the noted debt
securities.  Chrysler filed for Chapter 11 bankruptcy protection
in the United States on April 30, 2009, at which time the ratings
were downgraded to D.  DBRS notes that the Company recently sold
most of its assets to a new entity, Chrysler Group LLC.

                        About Chrysler LLC

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

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

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

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


CITGO PETROLEUM: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CITGO Petroleum Corp. to 'BB-' from 'BB'.  At the same
time, S&P lowered the issue-level rating on the company's senior
secured credit facility to 'BB+' from 'BBB-'.  The recovery rating
on this debt remains at '1', indicating expectations for very high
(90% to 100%) recovery in the event of a payment default.  The
outlook is negative.

"The rating action is based on S&P's expectations that CITGO's
second-quarter results will be poor, primarily due to weak light-
heavy differentials, poor distillate cracks, and lower utilization
at two of its refineries as a result of turnarounds," said
Standard & Poor's credit analyst Amy Eddy.  CITGO's primary
competitive advantage is its ability to process large amounts of
heavy crude, which typically sells at a significant discount to
light sweet crudes.  During the first several months of 2009,
those differentials have been abnormally weak and resulted in much
lower profitability measures for CITGO.

Meager profitability measures weigh on the company's ability to
remain in compliance with its financial covenants, particularly
its maximum debt to capitalization covenant of 55%.  Although S&P
expects the company to be in compliance with this covenant for the
quarter ending June 30, 2009, the cushion is likely to be very
thin.

The rating also reflects the heightened risk and uncertainties
associated with parent company PDVSA, and the potential impact to
CITGO's credit quality.  For example, over the last few years,
CITGO sold many noncore assets, and sent the proceeds to PDVSA
instead of using the funds for significant capital spending
required in 2010 to meet ultra-low-sulfur diesel regulation.
S&P's rating on CITGO is higher than S&P's rating on PDVSA because
of the relative strength of the Houston, Texas-based refiner's
financial profile and the asset protection afforded to CITGO's
creditors; however, S&P believes it is not entirely immune to the
financial pressures at PDVSA and in the Bolivarian Republic of
Venezuela (BB-/Negative/B).  S&P will review further challenges at
PDVSA and the related impact on CITGO as they occur.  In addition,
to upstreaming asset sale proceeds, CITGO also returns all net
income to PDVSA through dividends.

The negative outlook reflects S&P's expectations that CITGO's
profitability measures will likely be weaker for the remainder of
2009, which combined with high capital spending requirements could
pressure the rating.  S&P could lower the rating if liquidity
declines from current levels, or if parent company PDVSA
implements actions that could prove detrimental to CITGO's credit
quality.  Conversely, S&P could revise the outlook to stable if
S&P has greater confidence that credit measures will not weaken
due to its ownership by PDVSA and that its near-term credit
measures remain acceptable in light of current market conditions
and considerable capital spending plans in 2010.


CITIGROUP INC: Three Firms Remain in Bidding for Nikko Asset
------------------------------------------------------------
Citigroup Inc. has slimmed down its number of bidders for its
Japanese unit, Nikko Asset Management, to three firms from five,
Atsuko Fukase and Alison Tudor at The Wall Street Journal report,
citing people familiar with the matter.

According to WSJ, the sources said that the bidders are:

     -- T&D Holdings Inc.,
     -- Sumitomo Trust & Banking Co., and
     -- Bank of New York Mellon Corp.

Citing people familiar with the matter, WSJ relates that Citigroup
hopes that the sale will raise more than $1 billion.  The sources,
according to the report, said that the bids already surpassed that
amount.  The sources said that the bidding is in the third round,
and selection of a preferred bidder would be made in the coming
weeks, the report states.

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

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

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


COMERCI: Expects JPMorgan to Approve Debt Restructuring
-------------------------------------------------------
Controladora Comercial Mexicana SAB de CV expects JPMorgan Chase &
Co. to join five other banks in approving a plan to restructure
more than US$1.5 billion of debt, Hugh Collins of Bloomberg News
reports.  The report relates Barclays Plc, Goldman Sachs Group
Inc., Bank of America Corp.'s Merrill Lynch, Banco Santander SA
and Citigroup Inc. agreed in principle to restructure the
company's peso derivative losses.

"It's such a long process that we'll probably reach an agreement"
with JPMorgan, Jose Calvillo, the executive in charge of debt
negotiations at Comercial Mexicana, told Bloomberg News in a
telephone interview.  Once the company completes its accord with
other creditors, JPMorgan "will surely agree to the deal," he
added.

As reported in the Troubled Company Reporter-Latin America on
June 15, 2009, LatinFrance said JPMorgan has chosen not to extend
derivative talks with Comerci unlike its other counterparties --
Merrill Lynch, Barclays and Goldman Sachs -- because of a
disagreement on the terms of the ongoing settlement.  The
derivative talks was extended until July 10, the report related.
According to LatinFrance, JPMorgan held its claim against the
company in a New York court and Comerci counter-claimed.
LatinFrance disclosed that banks, local bondholders and
international holders have some US$800 million worth of debt
alone, and the 4 investment banks have filed claims of US$2.2
billion in derivatives, which was countered with a US$1.08 billion
derivatives writedown by the company.

According to a TCR-LA report on April 3, citing Reuters, Comerci
defaulted in October after massive derivatives losses sent its
debt soaring above US$2 billion.  On Oct. 9, 2008, Comerci filed
for protection under Mexico's bankruptcy code Ley de Concurso
Mercantil.

                         About Comerci

Comerci a.k.a Controladora Comercial Mexicana SAB de CV
(MXK:COMERCIUBC) --- http://www.comerci.com.mx/--- is a Mexican
holding company that, through its subsidiaries, operates several
chains of retail stores, as well as a chain of family restaurants
under the Restaurantes California brand name.  In addition, CCM
owns a 50% interest in the Costco de Mexico, a joint venture with
Costco Wholesale Corporation, which operates a chain of membership
warehouses in Mexico.  The company's store chains include
Comercial Mexicana, City Market, Mega, Bodega CM, Sumesa and
Alprecio, among others.  As of December 31, 2007, CCM operated 214
commercial units and 71 restaurants across Mexico.  The company's
retail outlets sell a variety of food items, including basic
groceries and perishables, and non-food items, which include
electronics, home furnishings, personal hygiene products and
clothing.  CCM is a parent of Tiendas Comercial Mexicana SA de CV,
Tiendas Sumesa SA de CV, Restaurantes California SA de CV and
Costco de Mexico SA de CV, among others.

                         *     *     *

As of June 19, 2009, the Company continues to carry Moody's "D" LT
Issuer Credit ratings.  The Company also continues to carry Fitch
Ratings' "D" LT Issuer Default ratings.


CONEXANT SYSTEMS: S&P Withdraws 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Conexant Systems Inc. at the company's request.

                           Ratings List

                       Conexant Systems Inc.

                                     To     From
                                     --     ----
         Corporate Credit Rating     NR     B-/Negative/--
         Senior Secured              NR     B
           Recovery Rating           NR     2

                        NR -- Not rated.


CONTECH LLC: Cerion Completes Buy, Contech Operating Breaks Off
---------------------------------------------------------------
Jimmy Settle at The Leaf-Chronicle reports that Cerion LLC said
that it has completed its purchase of Contech LLC.

Cerion said in a statement that Contech Castings LLC, which had
been based in Portage, Michigan, will "continue to serve the
global automotive market with highly engineered, fully machined,
geometrically complex, lightweight die cast components."

      Odyssey & Harvey Completes Contech Operating Buy-out

Birmingham Post relates that Odyssey Corporate Finance and Harvey
Ingram has completed their buy-out at Contech Operating UK.

Birmingham Post quoted industry veteran Peter Radcliffe, who has
run Contech Operating since it was founded, as saying, "Our parent
Contech LLC went into Chapter 11 last year which created a lot of
uncertainty for us in the UK.  All the management and staff
continued to work extremely hard through these difficult times,
ensuring the business did not suffer whilst we pulled the deal
together.  We are now delighted to be an independent entity and
look forward to building on our world class facilities and strong
customer relationships.  We continue to trade profitably and have
secured several new contracts as well as embarking on further
investment in our operations."

According to Birmingham Post, Mike Yiannis of Odyssey Corporate
Finance, who began the transaction, said, "It was ironic that we
completed on the day GM went into Chapter 11 in the USA.  This was
a very difficult deal due to the torrid market conditions and lack
of funding available for any business, let alone one in the
automotive sector.  Contech has an exceptional management team, is
profitable and cash generative with a strong balance sheet and
healthy order book.  Despite all these positives, just about every
bank and VC we approached turned it down due to the high profile
problems of the sector.  In the end we partnered with a private
investor who could see the opportunity beyond the headlines and we
are all delighted with the outcome."

Birmingham Post states that Rick Smyth and Heidi Hendon of Harvey
Ingram advised on the legal side of the transaction.  "Management
had to deal not only with competing bidders but also with the
issues arising from the Chapter 11 insolvency process in the US.
In addition to dealing with a club of U.S. banks who were
themselves under severe pressure and public scrutiny, management
had to fight off a series of challenges from aggressive unsecured
creditors and a hostile pension fund -- all done under the
spotlight of the US Supreme Courts," the report quoted Mr. Smyth
as saying.

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.


COYOTES HOCKEY: Local Bidder Deadline Is August 5
-------------------------------------------------
NHL Deputy Commissioner Bill Daly met with reporters Monday in
Phoenix after the latest U.S. Bankruptcy Court hearings regarding
Phoenix Coyotes.  In that hearing, the Hon. Redfield T. Baum of
the U.S. Bankruptcy Court for the District of Arizona approved an
accelerated schedule for an auction sale among local bidders who
would keep the team in Glendale, Arizona.   The local bidder
deadline would be August 5.  Judge Baum also set September 10 as a
fallback date for a relocation auction.

"As we've said all along, a relocation application, properly
looked at and reviewed, is something that takes several months.
It's not something that takes several weeks.  I think we're going
to focus, in the first instance, on a local sale process, an
auction process, but it doesn't mean we aren't going to continue
to process Mr. Balsillie's applications . . . We're going to
update the Board of Governors on the status of the Phoenix
situation at our Board meeting on Wednesday, and I'll have a
better sense where the Board wants to go in terms of processing
those applications," Mr. Daly said.

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.

According to a USA Today report May 30, NHL Commissioner Gary
Bettman had said the league was within "20 minutes" of completing
a deal to resolve the Phoenix Coyotes' financial woes when owner
Jerry Moyes placed the team under bankruptcy protection.  Mr.
Bettman had said that deal would have "fixed [the team's problems]
in a way that we thought was going to work quite well in our
view."

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.


CST INDUSTRIES: Proposed Amendment Won't Affect Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service commented that CST Industries, Inc.'s
ratings and outlook, including the B2 corporate family rating and
negative outlook, would not be immediately impacted by the
proposed amendment to the company's bank credit agreement.

The last rating action was on March 12, 2009, when the ratings of
CST Industries, Inc., were affirmed (including the B2 corporate
family rating) with the outlook changed to negative from stable.
CST's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of CST's core industry and CST's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CST Industries, Inc., headquartered in Kansas City, Kansas, is a
global manufacturer and erector of pre-engineered factory-coated
storage tanks and aluminum geodesic domes, covers and roofing
systems.  CST's products are used in municipal water,
agricultural, wastewater, oilfield, alternative energy, plastics,
chemicals, dry bulk, and architectural markets.


CW MEDIA: S&P Cuts Senior Unsecured Debt Rating to 'CCC'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based CW Media Holdings Inc. to
'B-' from 'B'.  At the same time, S&P lowered the issue-level
ratings on the company's senior secured debt to 'B' from 'B+' and
on the senior unsecured debt to 'CCC' from 'CCC+'.  The recovery
ratings on these debts are unchanged.  In addition, S&P put all
the ratings on CreditWatch with negative implications.

"The downgrade and CreditWatch placement on CW Media reflect
parent company Canwest Media Inc.'s default status and the
resulting uncertainty surrounding the extent this could negatively
affect CW Media," said Standard & Poor's credit analyst Lori
Harris.

In an effort to avoid filing for bankruptcy protection, Canwest
Media is involved in lender negotiations regarding a potential
recapitalization of the business.  There is no assurance that this
will be accomplished in a way that is neutral or favorable to CW
Media.  CW Media's and Canwest Media's television broadcasting
businesses have been largely integrated under a common management
team.

The ratings on CW Media reflect what S&P view as the company's
highly leveraged financial risk profile with adjusted debt to
EBITDA of more than 7.5x for the 12 months ended Feb. 28, and
Standard & Poor's view of the uncertainty surrounding parent
company Canwest Media's lender negotiations given its default
status.  In S&P's view, these factors are only slightly offset
by CW Media's solid business position in specialty television
broadcasting and good operating performance.  CW Media has a
controlling interest in and operates 13 English-language Canadian
specialty TV channels (including Showcase, History, HGTV, and
Slice); it also has a 50% interest in two Canadian French-language
channels (Series+ and Historia), and a minority interest in two
other English-language channels (Scream and One).  The company
is a wholly owned subsidiary of CW Investments Co., with Canwest
Media having 35% economic ownership of CWI (67% voting interest)
and GS Capital Partners VI LP, a private equity affiliate of
Goldman, Sachs & Co., owning the remainder.

CW Media's reported revenue and EBITDA increased 4% and 18%,
respectively, in the second quarter ended Feb. 28, 2009, compared
with the same period a year earlier on a pro forma basis.  The
better performance was due to continued growth in subscriber and
advertising revenue, as well as cost savings, largely from a
reduction in the workforce and other synergies.  Advertising
revenue rose 3.8% in the second quarter, which is down from the
low double-digit growth experienced for several years.  S&P
expects advertising revenue at CW Media to flatten or decline in
the near term given the significant drop in industry advertising
revenue, resulting from what S&P view as a challenging economic
environment.

The ratings will remain on CreditWatch with negative implications
until such time as Standard & Poor's has more clarity regarding
the potential impact on CW Media of either a Canwest Media
recapitalization or bankruptcy filing.  S&P could consider
lowering the ratings if CW Media is negatively affected by events
related to Canwest Media.  Alternatively, S&P could remove the
ratings from CreditWatch if Canwest Media successfully completes a
capital restructuring that does not negatively affect CW Media.


DAVID WEBB: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: David Webb Inc.
        789 Madison Avenue
        New York, NY 10065

Bankruptcy Case No.: 09-13997

Type of Business: The Debtor sells jewelry.

Chapter 11 Petition Date: June 23, 2009

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Bruce R. Alter, Esq.
                  altergold@aol.com
                  Alter, Goldman & Brescia LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Stanley Silberstein.


DBSI INC: Committee Given Right to File Competing Plan
------------------------------------------------------
DBSI Inc. agreed to give its official committee of unsecured
creditors an opportunity to file a competing Chapter 11 plan.  The
parties have signed an agreement, which has been approved by the
U.S. Bankruptcy Court for the District of Delaware, to modify
DBSI's exclusive right to propose a plan to permit the committee
to file a competing plan after August 4.  In that light, the
Bankruptcy Court has delayed to August 31 the hearing to consider
approval of the disclosure statement explaining the plan proposed
by DBSI.  The Court also scheduled a September 30 hearing to chose
between confirming the DBSI plan or the Committee's plan.

As reported by the Troubled Company Reporter on June 18, the
Creditors Committee asked the Court to enter an order:

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

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

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

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

The Committee's counsel, Dennis A. Meloro, Esq., at Greenberg
Traurig LLP, in Wilmington, Delaware, previously asserted that
DBSI's "beleaguered and conflicted" insider management should cede
control over the plan process.  The Creditors Committee pointed
out that while 181 DBSI affiliates have sought chapter 11 relief
in the jointly administered cases, there were many more Non-Filed
Entities that remain outside of Chapter 11 protection.  According
to Mr. Meloro, after a careful review by the Committee (and the
examiner appointed in the Chapter 11 cases) of the Debtors'
schedules of assets and liabilities and the disclosure statement
to their proposed Plan, these facts have emerged:

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

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

The Committee stated it is preparing and will be prepared to file
a plan and disclosure statement that will actively engage the Non-
Filed Entity issues and leave a post-confirmation liquidating
trustee in control of the assets from which distributions to
creditor beneficiaries will be generated.  The Committee intends
to file a competing plan that largely mirrors the Debtors' plan
with the addition of several key provisions to address the Non-
Filed Entities, including:

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

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

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

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

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

                          About DBSI Inc.

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

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

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


DEE HINDS: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dee A. Hinds
        1420 Douglass Street
        San Francisco, CA 94131

Bankruptcy Case No.: 09-31721

Chapter 11 Petition Date: June 23, 2009

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

Judge: Thomas E. Carlson

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Macdonald and Associates
                  221 Sansome St. Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  Email: iain@macdonaldlawsf.com

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

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

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

          http://bankrupt.com/misc/canb09-31721.pdf

The petition was signed by Dee A. Hinds.


DOUGLAS POINTE: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Douglas Pointe, LLC
        3001 Lava Ridge Ct #340
        Roseville, CA 95661

Bankruptcy Case No.: 09-32854

Chapter 11 Petition Date: June 23, 2009

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Matthew R. Eason, Esq.
                  1819 K St
                  Sacramento, CA 95814
                  Tel: (916) 438-1819

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
   ------                      ---------------   ------------
CB Richard Ellis               Commissions       $228,456
File #056411, Location #2331
Los Angeles, CA 90074
Tel: (916) 781-4807

Kobra Properties               Management Fees   $58,748
3001 Lava Ridge Ct. #300
Roseville, CA 95661
Tel: (916) 786-4696

US Metro Group, Inc.           Services          $17,848
3171 W. Olympic Blvd.
Los Angeles, CA 90006
Tel: (213) 382-6435

Benjamin McGrew                fees              $10,000
Management West, Inc.

Douglas East Roseville         Association       $3,720
Business Park
Granite Community Bank

Cima's Landscape & Maintenance Landscaping       $3,155
Co.

Engineer Mechanical Contractor HVAC repairs      $2,485
Inc.

Bianco Landscape Management    Landscaping       $1,425

ABM Security Services, Inc.    Security Services $1,203

ThyssenKrupp Elevator          maintenance       $680

Grainger Inc.                  repairs           $547

Neighborly Pest Management     pest control      $483

Plant Domain                   maintenance       $168

Prosafe Lock & Safe            change locks      $140

Century Lighting               lighting repairs  $180

Surewest                       telephone         $123

Cybex Shelbi                   Door Security     $114

Citywide Maintenance Company   Repairs           $65

The petition was signed by Abolghassem Alizadeh.


DREIER LLP: Landlord Opposes Liquidator's Fees
----------------------------------------------
According to Bill Rochelle at Bloomberg News, a landlord for
Dreier LLP is opposing the payment of $102,000 in fees and
expenses earned by a liquidator who helped dispose of some of the
defunct law firm's assets. The landlord alleges that it is owed
$1.3 million.  The landlord argues that the firm's liquidation may
not end up with enough cash to pay all expenses that accrued
during bankruptcy.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S.D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


E*TRADE FINANCIAL: Raises More Than $600MM of Common Equity in Q2
-----------------------------------------------------------------
E*TRADE FINANCIAL Corporation has closed its Common Stock
Offering, which raised gross proceeds of $550 million.  This
includes proceeds from the sale of 65,000,000 shares issued upon
exercise of the underwriters' over-allotment option.  When
combined with the $65 million raised under its previously
disclosed Equity Drawdown Program, the Company has raised more
than $600 million of cash common equity this quarter.  The net
proceeds, after commissions, from equity offerings in the second
quarter were approximately $586 million.

"We are very pleased with the results of our common equity
offerings, which provide funds to bolster E*TRADE Bank's capital
and also to enhance the liquidity of the Parent company," said
Donald H. Layton, Chairman and CEO, E*TRADE FINANCIAL Corporation.
"Completion of these capital raising transactions is the first and
most important step in implementing our capital plan.  As we
continue to work toward the implementation of the unfinished
portion of the capital plan, we believe the growth potential of
our online brokerage business will continue to strengthen."

J.P. Morgan Securities Inc. and Sandler O'Neill & Partners, L.P.,
were joint book-running managers and E*TRADE Securities LLC was
co-manager of this public offering.

                      About E*TRADE FINANCIAL

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

                           *     *     *

According to the Troubled Company Reporter on June 23, 2009,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on E*TRADE Financial Corp., as well as
the senior debt ratings on the 8.0% notes due 2011 and the 12.5%
springing lien notes due 2017, to 'CC' from 'CCC-'.  At the same
time, S&P affirmed the 'CCC-' senior debt rating on the 7.375%
notes due 2013 and the 7.875% notes due 2015.  S&P also affirmed
the 'CCC+' counterparty credit and certificate of deposit ratings
on E*TRADE Bank.  S&P remove the ratings from CreditWatch-
Negative, where they were placed May 21, 2009.  The outlook is
negative.

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

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


EASTWIND MARITIME: Files for Chapter 7 Bankruptcy in Manhattan
--------------------------------------------------------------
Eastwind Maritime Inc. filed a voluntary Chapter 7 petition for
liquidation of the company and most of its subsidiaries in the
U.S. Bankruptcy Court of the Southern District of New York.  An
estate administrator is expected to be appointed by the Court
shortly.  The Company did not provide a reason for the filing.

More than 50 affiliates, including Kura Shipping Ltd. and Probulk
Inc., also filed for Chapter 7.

Eastwind Maritime is a Marshall Islands domiciled shipping
company, operating refrigerated ships.  The Debtors listed assets
and liabilities between $500 million and $1 billion.  Judge Allan
Gropper handles the cases.

Chiquita Brands International, Inc., meanwhile, said it does not
expect Eastwind Maritime's bankruptcy filing to adversely affect
service to Chiquita customers and the delivery of its bananas and
other fresh fruit products.  All of the 12 oceangoing ships that
the company sold in 2007 remain under long-term charter to
Chiquita, including the four ships sold to Eastwind.

"We are taking appropriate steps to protect Chiquita's interests
under these long-term charters," said Waheed Zaman, senior vice
president, product supply organization.  "While Chiquita's
shipping operations represent only a comparatively small part of
Eastwind's business, we have been monitoring developments closely
and are working with the other parties involved in the chartering
relationships to help assure ongoing and timely service to our
customers."

                       About Chiquita Brands

Chiquita Brands International, Inc. -- http://www.chiquita.com/--
is markets and distributes fresh and value-added food products --
from bananas and other fruits to nutritious blends of green
salads.  The company markets its products under the Chiquita(R)
and Fresh Express(R) premium brands and other related trademarks.
The company has annual revenues of nearly US$4 billion, and
employs roughly 23,000 people.

The company's principal subsidiaries are: Chiquita Brands, Inc.;
Chiquita Brands Company, North America; Chiquita Citrus Packers,
Inc. (80%); Chiquita Frupac Inc.; Solar Aquafarms, Inc.; Compania
Mundimar, S.A. (Costa Rica); Dunand et Compagnie des Bananas, S.A.
(France; 94%); United Brands Japan, Ltd. (95%); Chiquita Banana
Company B.V. (Netherlands).

                           *     *     *

As reported by the Troubled Company Reporter on April 1, 2009,
Moody's Investors Service changed the rating outlook of Chiquita
Brands International to stable from negative, based on improved
credit metrics in fiscal 2008 due to better pricing in both of its
major segments and higher volumes in North American bananas.  The
company's ratings, including its B3 corporate family and
probability of default ratings, were affirmed.


EDGAR MILES: U.S. Trustee Sets Meeting of Creditors for July 16
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Edgar Miles' Chapter 11 case on July 16, 2009, at 10:45 a.m.
The meeting will be held at El Paso Suite 135, The Spectrum Bldg.,
8201 Lockheed, El Paso, 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.

El Paso, Texas-based Edgar Miles filed for Chapter 11 on June 11,
2009 (Bankr. W.D. Tex. Case No. 09-31255).  Corey W. Haugland,
Esq., represents the Debtor in its restructuring efforts.  The
Debtor said its assets and debts both range $10 million to
$50 million.


EMMIS COMMUNICATIONS: S&P Withdraws 'CCC+' Corp. Credit Rating
--------------------------------------------------------------
On June 23, 2009, Standard & Poor's Rating Services withdrew its
ratings on Indianapolis, Indiana-based Emmis Communications Corp.
at the company's request.

                           Ratings List

                            Withdrawn

                     Emmis Communications Corp.

                                   To      From
                                   --      ----
      Corporate Credit Rating      NR      CCC+/Negative/--
      Preferred Stock              NR      CC

                        Emmis Operating Co.

                                   To      From
                                   --      ----
      Corporate Credit Rating      NR      CCC+/Negative/--
      Secured                      NR      CCC+
        Recovery Rating            NR      4

                         NR -- Not rated.


ENNIS ENTERPRISES: Section 341(a) Meeting Scheduled for July 15
---------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Ennis Enterprises 190, LLC's Chapter 11 case on July 15, 2009,
at 10:00 a.m.  The meeting will be held at the Robert E. Coyle
United States Courthouse, 2500, Tulare Street, Room 1452, 1st
Floor, Fresno, 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.

Based in Porterville, California, Ennis Enterprises 190, LLC  --
http://www.ennishomes.com/-- is a homebuilder.

The Company and Ennis Homes Inc., its affiliate, filed for
Chapter 11 on June 5, 2009 (Bankr. E. D. Calif. Lead Case No. 09-
15237).  Hagop T. Bedoyan, Esq., at Klein, DeNatale, Goldner,
Cooper, Rosenlieb & Kimbal LLP represents the Debtors in their
restructuring efforts.  The Debtors have assets and debts both
ranging from $10 million to $50 million.


EUROFRESH INC: S&P Withdraws 'D' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit rating and 'D' issue ratings on Eurofresh Inc.'s
$170 million 11.5% senior notes due 2013 and $44.174 million step
up senior subdiscount notes due 2014 because EuroFresh filed for
Chapter 11 bankruptcy protection on April 21, 2009.

S&P also withdrew the '6' recovery ratings on each of the issues.


EVERETT MARITIME: Court Approves Crane Heyman as Attorney
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Everett Maritime LLC to employ Crane, Heyman, Simon,
Welch & Clar as its attorneys.

The firm is expected to:

  a) provide necessary applications, motions, answers, orders,
     adversary proceedings, reports and other legal papers;

  b) provide the Debtor with legal advice with respect to their
     rights and duties involving its property as well as its
     reorganization efforts;

  c) appear in court and litigate whenever necessary; and

  d) perform any and all other legal services that may be required
     from time to time in the ordinary course of the Debtor's
     business during the administration of this bankruptcy case.

The firm did not disclose its compensation rates.  The firm said
that the Debtor paid $40,000 as an advance payment retainer.

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

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 has $76,517,033 in
total assets and $22,155,482 in total debts.


EXPRESS LLC: S&P Changes Outlook to Negative; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Columbus, Ohio-based Express LLC to negative from
stable. Concurrently, all ratings, including the 'B' corporate
credit rating, were affirmed.

"The outlook revision reflects S&P's deepening concern about the
impact of the U.S. recession on the troubled specialty apparel
sector, which felt the full brunt of the declining U.S. economy
and weakening consumer confidence in the fourth quarter of 2008,"
said Standard & Poor's credit analyst Diane Shand.  The still-poor
housing market, continuing turmoil in the financial markets, and
rising unemployment will likely impede Express' ability to
improve credit metrics over the near term.  The company reported a
17% same-store sales decline in the fourth quarter, and the
operating margin dropped to 6.1%, from 19.3% in the year-ago
period.  Credit protection measures have deteriorated as a result
of the drop in profitability.  Leverage increased to 6.1x in 2008
from 4.6x in 2007.  Moreover, cash flow protection measures are
thin, with EBITDA coverage of interest 1.9x.

The ratings on Express LLC reflect the company's participation in
the highly competitive and volatile specialty apparel segment,
inconsistent operating results for the past few years, and high
leverage.

Express is a small player, with a 1.7% market share in the
specialty apparel market.  Specialty apparel tends to be more
unpredictable than other retail sectors, especially in the more
fashionable segments in which Express competes.  Because of the
continual challenge of being on target with the right fashions
each season, the company has experienced high earnings volatility.


FAIRPOINT COMMUNICATIONS: Launches Exchange Offer for 2018 Notes
----------------------------------------------------------------
FairPoint Communications, Inc., commenced a private exchange offer
for all of FairPoint's outstanding 13-1/8% Senior Notes due 2018
(CUSIP No. 305560 AH7) held by qualified institutional buyers and
accredited investors.  The Exchange Offer is primarily designed to
reduce FairPoint's cash interest expense for the second and third
quarters of 2009 and to help FairPoint maintain compliance with
the interest coverage ratio maintenance covenant contained in its
senior secured credit facility for the measurement period ending
June 30, 2009.  Accordingly, the Company believes the consummation
of the Exchange Offer is critical to its continued viability,
while it works with its financial advisor to evaluate its current
capital structure and to explore options with respect to a broader
and more permanent restructuring of its current capital structure.

As a result of issues which occurred following the transition to
FairPoint's new systems, the Company has been unable to fully
execute its 2009 operating plan and revenue has continued to
decline.  In addition, cash collections have remained below pre-
cutover levels, causing further stress on liquidity. Should these
factors persist, the Company may be unable or unwilling to make
the October 1, 2009 interest payment on the Notes.  Should the
Company be unwilling or unable to make the October 1, 2009
interest payment on the Notes, such failure would constitute an
event of default under the indenture governing the Notes (the
"Indenture") as well as under the Credit Facility, in each case
following the expiration of the 30-day cure period contained in
the Indenture with respect to such payment.

FairPoint believes that its Credit Facility contains a number of
favorable provisions which are unlikely to be replicated in the
current lending market, including, among others, interest rates of
LIBOR plus 2.5% to 2.75% and extended maturity dates.
Accordingly, FairPoint believes that maintaining the Credit
Facility with its current terms has significant value to the
Company.

The Exchange Offer will expire at 11:59 p.m., New York City time,
on July 22, 2009, unless extended (such time and date, as it may
be extended).  One of the conditions to the Company's obligation
to consummate the Exchange Offer is that a minimum of 95% of the
aggregate principal amount of the outstanding Notes must be
validly tendered for exchange and not validly withdrawn prior to
the Expiration Date.

Subject to the terms and conditions of the Exchange Offer, each
holder of Notes eligible to participate in the Exchange Offer will
be entitled to receive New Notes equal to 100% of the principal
amount of the Notes tendered, plus accrued and unpaid interest on
the Notes up to, but not including, the Settlement Date, which may
be paid, at FairPoint's option, in the form of additional New
Notes or a combination of cash and additional New Notes.

The New Notes will be identical to the Notes in all material
respects, except that (1) FairPoint will be permitted to pay the
interest payable on the New Notes on October 1, 2009 in the form
of cash, by capitalizing such interest and adding it to the
principal amount of the New Notes or a combination of both cash
and such capitalization of interest, at FairPoint's option, and
(2) the New Notes will mature on April 2, 2018, the day after the
maturity date of the Notes.  The New Notes have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.

Concurrently with the Exchange Offer, FairPoint is also soliciting
consents from the Holders for certain amendments to the Indenture
to eliminate or amend substantially all of the restrictive
covenants and modify certain of the events of default and certain
other provisions presently contained in the Indenture.  To amend
the Indenture, consents are required from Holders of at least a
majority of the aggregate principal amount of the outstanding
Notes.  A tender by any Holder in the Exchange Offer will also
constitute a consent in the Consent Solicitation to the adoption
of the Proposed Amendments. The Proposed Amendments will not
become operative unless and until the Exchange Offer is
consummated. The Company will pay a fee for consents delivered in
the Consent Solicitation, which fee will be equal to $2.50 in cash
per $1,000 aggregate principal amount of Notes exchanged in the
Exchange Offer, to all Holders who have validly delivered and have
not validly revoked a consent in the Consent Solicitation prior to
5:00 p.m., New York City time, on July 8, 2009.

The deadline for withdrawing Notes (and related consents) tendered
in the Exchange Offer and Consent Solicitation will expire at
5:00 p.m., New York City time, on July 8, 2009, unless extended
(such time and date, as it may be extended, the "Withdrawal
Deadline").  Notes (and related consents) tendered in the Exchange
Offer and Consent Solicitation may be withdrawn at any time prior
to the Withdrawal Deadline, but may not be withdrawn after that
deadline.  The "Settlement Date" for the Exchange Offer will be
promptly after the Expiration Date and is expected to be the third
business day after the Expiration Date.

Documents relating to the Exchange Offer and Consent Solicitation
will only be distributed to Holders of Notes who complete and
return a letter of eligibility confirming that they are qualified
institutional buyers or accredited investors.  Holders who desire
a copy of the eligibility letter should contact the Information
Agent for the Exchange Offer and Consent Solicitation, Global
Bondholder Services Corporation, at (866) 389-1500 (toll free) or
(212) 430-3774 (banks and brokers only).

                  About FairPoint Communications

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

                          *     *     *

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

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


FIFTH THIRD: Fitch Amends Rating Press Release on Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has amended its press release issued earlier
containing revised information on the preferred stock ratings for
Fifth Third Bancorp and Fifth Third Capital Trust IV-VII.

Fitch downgraded the long-term Issuer Default Rating of Fifth
Third Bancorp and its subsidiary to 'A-' from 'A', and removed
them from Rating Watch Negative.  The Rating Outlook is Negative.

Fitch downgraded FITB's ratings given current and expected asset
quality deterioration, resulting earnings pressure, as well as
continued economic stress and uncertainty in FITB's markets.
FITB's ratings had been placed on Rating Watch Negative on May 15,
2009 as part of Fitch's U.S. bank review, which was announced on
May 7, 2009.  Fitch has since completed its review of FITB.
Although Fitch views FITB's capital raise favorably, Fitch
anticipates that FITB will face elevated levels of credit costs
over the next several quarters and pressured levels of core
profitability.

FITB has been battling significant ongoing asset quality issues
since late 2007 due to extremely challenging residential housing
markets in its footprint, most notably in Florida and Michigan.
FITB's problem loan portfolios include the homebuilder, brokered
home equity, and Florida residential mortgage books, which
represent approximately 9% of loans.  FITB has taken positive
steps to address its credit challenges, such as exiting
problematic lending sectors, tightening underwriting criteria, and
selling/transferring to sale approximately $1.6 billion in loans.
Despite FITB's efforts to deal with its high level of problem
assets, Fitch expects FITB to report continued deterioration in
asset quality which will make it difficult for the company to
return to profitability in 2009.

Fitch has also widened the notching on FITB's outstanding hybrid
equity, which includes $3.4 billion of preferred stock issued
under the Capital Purchase Program and $2.5 billion in trust
preferred securities.  As discussed in Fitch's press release,
'Expectations for Higher Loan Losses Driving U.S. Bank Ratings
Review', dated May 7, 2009, an analysis of the notching between
IDRs and hybrid equity instruments has been underway, and Fitch
has taken similar action on other issuers.

FITB was found to need an additional $1.1 billion in common equity
under the 'more adverse' scenario of the Supervisory Capital
Assessment Program.  FITB has since issued $1 billion in common
stock, and has exchanged approximately $700 million of its
preferred stock for common stock; thereby allowing FITB to raise
an amount in excess of the SCAP capital requirement.  These
issuances have strengthened the balance sheet, and have helped
fortify the already good liquidity position of the holding
company.  In addition, FITB's ability to access the capital
markets helped moderate a more severe rating action.  Bank
liquidity is also considered solid given a significant amount of
borrowing capacity, and a good core deposit base.

Providing support to FITB's ratings, the company has taken several
steps to augment its capital base, including the aforementioned
capital raise.  Within the past year, FITB has also cut its
quarterly common dividend from $0.44 per share to $0.01 per share,
conserving approximately $1 billion in capital per year.  More
recently, the company announced the sale of a majority stake of
its payments processing business to private-equity firm Advent
International.  The transaction is expected to Tier 1 common
equity by approximately $1.2 billion.  FITB will retain 49%
ownership in the joint venture, and is providing $1.25 billion in
bank loans to fund the new company.  Although Fitch acknowledges
the favorable impact on capital from the sale, revenue diversity
is somewhat lessened as a result of the transaction.  FITB
estimated earnings dilution on 2008 earnings of $100 million on a
pro forma basis as a result of the transaction.

The Rating Outlook for FITB is Negative.  Downward pressure on the
ratings could return if asset quality trends worsen beyond Fitch's
expectations.

FITB is a $119 billion financial holding company headquartered in
Cincinnati, Ohio.  FITB operates 16 affiliates with over
approximately 1,300 branches and 2,400 ATMs in Ohio, Kentucky,
Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia,
Pennsylvania, Missouri, Georgia and North Carolina.  Fifth Third
operates five main businesses: Commercial Banking, Branch Banking,
Consumer Lending, Investment Advisors and Fifth Third Processing
Solutions.

Fitch has downgraded these ratings:

Fifth Third Bancorp

  -- Long-term IDR to 'A-' from 'A';
  -- Individual to 'C' from 'B/C';
  -- Preferred stock to 'BBB' from 'A-';
  -- Senior debt to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-'.

Fifth Third Bank (Ohio)

  -- Long-term IDR to 'A-' from 'A';
  -- Individual to 'C' from 'B/C';
  -- Senior debt to 'A-' from 'A';
  -- Subordinated debt to 'BBB+' from 'A-';
  -- Long-term deposits to 'A' from 'A+'.

Fifth Third Bank (Michigan)

  -- Long-term IDR to 'A-' from 'A';
  -- Individual to 'C' from 'B/C';
  -- Long-term deposits to 'A' from 'A+'.
Fifth Third Capital Trust IV, V, VI, VII
  -- Preferred stock to 'BBB' from 'A-'.

Fitch affirms these:

Fifth Third Bancorp

  -- Short-term IDR at 'F1';
  -- Short-term debt at 'F1'.
  -- Support at '5';
  -- Support floor at 'NF'.

Fifth Third Bank (Ohio)
Fifth Third Bank (Michigan)

  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Support at '4';
  -- Support floor at 'B'.


FILENE'S BASEMENT: Committee Opposes Permitting Fendi Suit
----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors in Filene's Basement Inc.'s case
has conveyed opposition to the Company's agreement to allow a
patent-infringement lawsuit to go ahead with Fendi Srl, an Italian
handbag maker.  The Creditors Committee said it was "shocked to
learn" that Filene's agreed with Fendi that the suit in a New York
federal court could proceed with motions by both sides for
judgment without trial.  The Committee asserts that it is
premature to allow the multimillion-dollar suit to proceed only
six weeks into the Chapter 11 case, and that it needs more time to
investigate the issue.

As reported by the Troubled Company Reporter on June 19, 2009,
Syms Corp. has consummated its acquisition of substantially all of
the assets of Filene's Basement following the Bankruptcy Court's
approval of the deal.  Syms, through a wholly-owned subsidiary,
acquired the vast majority of the current operating Filene's
Basement store leases, store fixtures and inventory and is focused
on maintaining the Filene's Basement name and tradition.  The
total consideration to Filene's amounted to roughly $65 million
plus certain additional costs of Filene's Basement that were
assumed by Syms.

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

                   About Filene's Basement Inc.

Filene's Basement, also called The Basement, is a Massachusetts-
based chain of department stores owned by Retail Ventures, Inc.
The oldest off-price retailer in the United States, The Basement
focuses on high-end goods and is known for its distinctive, low-
technology automatic markdown system.  As of late 2006, the
company operated stores in metropolitan areas of eight U.S. states
and Washington, D.C.  The chain also uses a 470,000-square-foot
(44,000 m2) distribution center in Auburn, Massachusetts.  The
store's name is derived from the subterranean location of its
flagship store, in the basement of the former Filene's department
store at Downtown Crossing in Boston, Massachusetts.

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

Filene's Basement filed for Chapter 11 bankruptcy protection in
August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.

Retail Ventures in April 2009 transferred the unit to Buxbaum
Group, which appraises and liquidates assets, for no proceeds.


FIRST COMMERCIAL: S&P Downgrades Ratings on Six Bonds to 'BB+/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
First Commercial Bank, Birmingham letter of credit (LOC)-supported
bonds to 'BB+/B' from 'A-/A-2' and removed the ratings from
CreditWatch with negative implications, where they were placed
May 15, 1009.

The ratings on the six affected issues are based on the credit and
liquidity support that First Commercial Bank ('BB+/B') provides in
the form of LOCs.  The LOCs provide for the full and timely
payment of interest and principal according to the transactions'
terms.

The rating action reflects the June 17, 2009, lowering of S&P's
long- and short-term counterparty credit ratings on First
Commercial Bank to 'BB+/B' from 'A-/A-2' and S&P's removal of
those ratings from CreditWatch negative, where they were placed
May 4, 2009.

       Ratings Lowered And Removed From Creditwatch Negative

                    1901 4th Avenue Parking LLC
      US$1.65 mil taxable var/fxd rt ser 2004 due 07/01/2019

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         682430AA1          BB+/B        A-/Watch Neg/A-2

    ICS-Remington LLC, JFB-Remington LLC, ICS-Raleigh LLC, and
                   JCJ-Raleigh LLC, collectively
     US$19.400 mil taxable var rt secs ser 2001 due 10/01/2031

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         44930JAA9          BB+/B        A-/Watch Neg/A-2

                       Jack W. Kidd
    US$6.2 mil taxable var/fxd rt bnds ser 2003 due 04/01/2018

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         493773AA3          BB+/B        A-/Watch Neg/A-2

              Jackson-Rime Development Corp. I G.P.
    US$8.1 mil var rate taxable var/term rt nts ser 2002 due
                            11/01/2023

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         468697AA5          BB+/B        A-/Watch Neg/A-2

                      Lotus Hospitality LLC
    US$5.05 mil taxable var/fxd rt bnds ser 2008 due 05/01/2029

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         545708AA7          BB+/B        A-/Watch Neg/A-2

                    Riverchase Office Road LLC
   US$3.46 mil var rate taxable dem nts ser 2003 due 12/01/2025

                                 Rating
                                 ------
         CUSIP              To           From
         -----              --           ----
         76858PAB3          BB+/B        A-/Watch Neg/A-2


FIRST REPUBLIC GROUP: Files for Chapter 11 to Avoid Foreclosure
---------------------------------------------------------------
First Republic Group Realty LLC filed for chapter 11 bankruptcy
protection before the United States Bankruptcy Court for the
Southern District of New York on June 22, 2009, to stave off
Citibank's attempt to foreclose on mortgage and auction the
collateral.

According to Bill Rochelle at Bloomberg, First Republic says that
Citigroup "manufactured" three non-financial defaults while
interest payments were current and $8 million had been paid into
required escrow accounts.  Citigroup has $111 million in first
mortgages on the shopping malls and a $15 million loan to its
managing member.  First Republic accompanied the Chapter 11
petition with a lawsuit asking the Bankruptcy Court to enjoin the
lender from foreclosing on the managing member's ownership
interest in the Company.

First Republic Group, based in Manhattan, owns and operates 11
shopping malls located throughout the Southeastern United States.
The malls were acquired in July 2007 and financed the acquisition,
in part, with a $111 million mortgage loan from Citibank and a $15
million mezzanine loan.

The Debtor said in court filings that its mall operation is
profitable.  Citibank, however, has asserted non-financial
defaults and attempted to foreclose on the company's assets and
sell them at a public auction scheduled for June 23, 2009.

The Debtor disputes Citibank's claim.  The Debtor has commenced an
adversary proceeding against Citigroup Global Markets Realty Corp.
seeking injunctive relief.

FRGR Managing Member LLC, the company's sole owner, sought
bankruptcy protection in Manhattan bankruptcy court on March 9,
2009.  The companies are represented by different counsel.

New York-based First Republic Group Realty LLC owns of 11 shopping
malls in Georgia, North Carolina, Virginia and Alabama.  The
Company filed for Chapter 11 on June 22 (Bankr. S.D.N.Y. Case No.
09-13983).  Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP,
represents the Debtor in its restructuring efforts.  First
Republic listed assets of $132.7 million and debt of
$129.1 million at Dec. 31, 2008.


FIRSTPLUS FINANCIAL: Files for Chapter 11 on Liquidity Concerns
---------------------------------------------------------------
The Board of Directors of FirstPlus Financial Group, Inc., placed
the company under Chapter 11 bankruptcy protection by filing a
petition with the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division.

The filing was precipitated by a series of events that led to a
contraction in FirstPlus' liquidity, impairing its ability to
commence its new business plans and continue operations.  The
series of events include mounting litigation costs, other claims
and the fact that the Company is not realizing any revenue from
its subsidiaries.   The lack of liquidity was also due to a
temporary injunction entered by the Second Judicial Court of
Washoe County, Nevada, ordering the Company to pay into the
registry of that Court all of the proceeds from a distribution the
Company had received from the FPFI Creditor Trust.  The funds were
to be used by the Company for a planned distribution to
shareholders and for working capital purposes.  The series of
events resulted in severe constraints on the Company's liquidity
position.

Faced with these constraints, FirstPlus filed a voluntary chapter
11 petition to facilitate access to additional liquidity while it
reorganizes to take better advantage of FirstPlus' position to
commence its business plans.

Subject to the Bankruptcy Court's approval, FirstPlus will retain
Cox Smith Matthews Incorporated as the Company's bankruptcy
counsel.  The Company anticipates asking the Bankruptcy Court to
approve the continued retention of some or all of its advisors and
special counsel to assist the Company in connection with pending
litigation, S.E.C. compliance, and other ancillary matters.

"[The] filing allows FirstPlus to address its short-term liquidity
constraints as we navigate an historically challenging environment
while we focus on restructuring to address the company's long-term
business plans," Robert O'Neal, Chairman and President said. "We
appreciate the loyalty of our directors and advisors during this
challenging time."

At June 30, 2008, the Company had $15,503,125 in total assets and
$4,539,063 in total liabilities.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) is a diversified company that provides commercial
loan, consumer lending, residential and commercial restoration,
facility (janitorial and maintenance) services, insurance
adjusting services, construction management services and a
facilities and restoration franchise business.  The Company has
three direct subsidiaries, Rutgers Investment Group, Inc.,
FirstPlus Development Company and FirstPlus Enterprises, Inc.  In
turn, FirstPlus Enterprises, Inc. has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.


FIRSTPLUS FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: FirstPlus Financial Group, Inc.
        3965 Phelan Blvd., Suite 209
        Beaumont, TX 77707

Bankruptcy Case No.: 09-33918

Type of Business: The Debtor provides an array of loans including
                  commercial, auto, consumer lending, real estate
                  holding, residential and construction loans .

                  See http://www.firstplusgroup.com/

Chapter 11 Petition Date: June 23, 2009

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: George H. Tarpley, Esq.
                  gtarpley@coxsmith.com
                  Cox Smith Matthews Incorporated
                  1201 Elm Street, Suite 3300
                  Dallas, TX 75270
                  Tel: (214) 698-7818
                  Fax: (214) 698-7899

Financial condition as of June 30, 2008:

Total Assets: $15,503,125

Total Debts: $4,539,063

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
LEPERCQ Corporate limited      demand of         $3,800,000
Income Fund LP                 payment from
Lexington Realty Trust         grantor trust
One Penn Plaza, #4015          funds
New York, NY 10119-4015

Olshan Grundman Frome O        fees              $1,600,000
Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th St.
New York, NY 10022

William Maxwell                fees              $1,000,000
1300 McGowan 1300 McGowan
Houston, TX 77004 Houston

L & L Holdings, LLC            judgment          $325,000

Svetlana Pelullo               lawsuit           $264,550

Learned Associates of North    lawsuit           $229,250
America LLC LLC

Internal Revenue Service       unpaid payroll    $160,000

Patton Boggs                   fees              $150,000

James P. Hanson                claim             $105,000

Seven Hills Managements LLC    suit              $100,000

Hulse & Stucki                 fees              $96,223

Siegal and Drossner, PC        fees              $81,044

Michael Cordova                suit              $65,000

James W. Puzey                 fees              $49,000

Firstline Mortgage Group       judgment          $39,419

Downey Brand LLP               fees              $23,457

Bowne of Dallas                trade debt        $20,147

Secore & Waller, L.L.P.        fees              $12,500

John Clarson                   fees              $12,000

Buckno Lisicky & Company       fees              $10,000

The petition was signed by Jack Roubinek.


FLEETWOOD ENTERPRISES: Can Use BofA Cash Collateral Until July 17
-----------------------------------------------------------------
The Hon. Meredith A. Jury of the United States Bankruptcy Court
for the Central District of California has extended the period
during which Fleetwood Enterprises, Inc., et al., may use cash
collateral of Bank of America, N.A., as agent for itself and the
prepetition secured parties, from May 27, 2009, up to the earlier
of (a) 5:00 p.m. PDT on July 17, 2009, and (b) the date that is
five business days following the closing date of the disposition
of the Debtors' RV assets.

BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantially all of the personal property of
each of the Debtors.

A hearing to consider final approval of the Debtors' cash
collateral motion may be set for July 15, 2009, at 1:30 p.m. PDT.

As reported in the Troubled Company Reporter on May 11, 2009,
Fleetwood Enterprises asked the Court for authority to use cash
collateral of BofA and the prepetition secured parties, until
September 30, 2009, to fund payroll and payroll taxes and to pay
normal operating expenses.

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.


FLEETWOOD ENTERPRISES: Seeks Sale of Manufactured Housing Assets
----------------------------------------------------------------
Fleetwood Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Central District of California for the entry of an order
authorizing Fleetwood Homes of Georgia, Inc. to sell certain
assets related to its manufactured housing facility in Douglas,
Georgia, free and clear of all liens and encumbrances, to Trail
Master Manufacturing, Inc., for $457,000.

The proposed sale is contingent, among other things, upon the
Buyer's due diligence review of the facility's assets for a period
of 45 days following the effective date of the Asset Purchase
Agreement.  The assets consist of real property, buildings,
machinery, equipment and other assets at the 62,948 square-foot
Douglas, Georgia manufactured housing facility.

A hearing to consider the motion will take place on July 1, 2009,
at 1:30 p.m. (PDT).  Interested parties will have an opportunity
to overbid for the assets at the hearing, at which time the
Debtors will determine in their sole discretion which bidder has
submitted the highest and best bid for the assets.

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.


FLEETWOOD ENTERPRISES: Wants Plan Filing Period Extended to Oct.6
-----------------------------------------------------------------
Fleetwood Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Central District of California to extend their exclusive
period to file a plan until October 6, 2009, and their exclusive
period to solicit acceptances thereof until December 7, 2009.

The Debtors tell the Court they have not yet completed the sales
of their assets and that a bar date for filing of proofs of claim
in their bankruptcy cases has not yet been set.  Further, they
still have to develop a system or mechanism to resolve and
liquidate pending litigation claims, to address the disposition of
existing Dealer Agreements, to consider the treatment of warranty
claims and to address the question of substantive consolidation as
to 45 separate estates now involved in these bankruptcy cases.

As reported in the Troubled Company Reporter on June 24, 2009,
no other bidder presented an offer for Fleetwood Enterprises,
Inc.'s RV assets, resulting in American Industrial Partners'
acquiring the Company for $53 million, less liabilities.

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.


FLOYD WATKINS: Section 341(a) Meeting Scheduled for July 23
-----------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Floyd Thomas Watkins' Chapter 11 case on July 23, 2009, at
8:30 a.m.  The meeting will be held at Flagler Waterview Bldg,
1515 N. Flagler Dr. Rm. 870, West Palm Beach, Florida.

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.

Boca Raton, Florida-based Floyd Thomas Watkins filed for Chapter
11 on June 9, 2009 (Bankr. S. D. Fla. Case No. 09-21436).  Stephen
C. Hunt, Esq., at Arnstein & Lehr 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.


FLYING J: Poor Economy Leads to Closing of 7 Restaurants
--------------------------------------------------------
The Associated Press reports that Flying J Inc. is closing seven
restaurants due to poor economic conditions.  The AP relates that
restaurants in these locations will be affected:

     -- Payson, Utah;
     -- Bessemer, Alabama;
     -- Commerce, Georgia;
     -- Lubbock, Texas;
     -- Cokeville;
     -- Evanston; and
     -- Casper.

According to The AP, the convenience stores at those locations
will continue selling hot and cold deli items.

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

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


FOAMEX INTERNATIONAL: Wayzata Wants $1-Mil. Reimbursement
---------------------------------------------------------
Wayzata Investment Partners LLC has dropped its appeal from an
order approving the sale of Foamex International Inc. to
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC but Wayzata wants reimbursement of $1 million in
expenses in connection with its efforts to purchase the Company.

The U.S. Trustee has opposed the request, saying the official
court-authorized auction rules forbade paying anyone a breakup fee
or expense reimbursement.  The Court will hold a hearing June 29
to consider the issue.

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

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

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

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

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

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


FONTAINEBLEAU: Seeks to Pay Outstanding Prepetition Wages
---------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
Southern District of Florida to:

(a) pay or otherwise honor employee-related prepetition
     obligations to current employees, with respect to claims
     for wages, salaries, vacation, paid time off, other forms
     of approved leave, and unpaid reimbursable expenses,

(b) pay prepetition withholding obligations, and

(c) continue postpetition the employee benefit plans and
     programs in effect immediately prior to the Petition Date.

Debtor Fontainebleau Las Vegas, LLC, known as Resort, has engaged
the services of employees in information technology, sales and
marketing, legal services, purchasing, and design development to
maintain the level of excellence typical of the Fontainebleau
brand name.  Since April 2009, Resort has undergone significant
reductions in force, eliminating one-third of its total
workforce.  The remaining employees are crucial to the continued
marketing and development of Fontainebleau Las Vegas, the
signature Tier A casino hotel resort, in Las Vegas, which is
under construction until recently, the Debtors point out.

The Debtors' Employees are paid on a biweekly and semi-monthly
bases.  The gross amount of their average Biweekly Employee
payroll is $351,000, and their average Semimonthly Employee
payroll, at gross, is $152,071.  Current biweekly Employees have
accrued about $440,121 in earned but unused Paid Time Off hours.
Some $177,115 of this PTO time has vested and would thus need to
be paid in the event of the relevant Employees' departure.

The Debtors offer Employees standard employee benefits, including
health insurance, dental insurance, disability and life
insurance, workers' compensation insurance, and other benefits.

As of the Petition Date, the Debtors owe these prepetition
employee obligations:

    Employee Benefits                     Amount
    -----------------                     -------
     Vacation Time                        $203,858

     Payroll Taxes                        $150,494

     Deductions payable
     to third-party
     Recipients                           $5,130

     Exec-U-Care Insurance                $3,192

"If prepetition employee obligations and benefits are not
received by the employees in the ordinary course, they will
suffer extreme personal hardship and, in many cases, will be
unable to pay their basic living expenses," says Scott L. Baena,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, the Debtors' proposed counsel.

In a separate motion, the Debtors seek the Court's authority to
file under seal a list, referred to as "Exhibit B", filed
pursuant to Rule 9013-1(I)of the Local Bankruptcy Rules for the
U.S. Bankruptcy Court for the Southern District of Florida.
Exhibit B is a list of the Employees to be paid accrued and
unpaid wages, salaries and adjustments, and the amounts required
to be withheld from those wages, salaries, and adjustments.  The
Debtors relate that no employees are owed in excess of $10,950
for prepetition wages, excluding unpaid prepetition accrued
vacation.

Mr. Baena explains that within the gaming and resort industry,
salaries are highly confidential, as the pool of skilled persons
within this specialized area of industry is limited.

The Debtors ask the Court to direct all banks to honor
prepetition checks for payment of their prepetition employee
obligations.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LAS VEGAS: To Keep Insurance for Hotel Project
------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates seek the
U.S. Bankruptcy Court for the Southern District of Florida's
authority to:

  (a) continue existing insurance programs for the construction
      of a project called Fontainebleau Las Vegas, the signature
      Tier A casino hotel resort, located in Las Vegas;

  (b) continue all of their insurance programs for property,
      general liability, automobile, umbrella, excess liability,
      professional liability, crime, employment practices
      liability, directors' and officers' liability, and
      fiduciary liability; and

  (c) honor certain of the related undisputed prepetition
      obligations.

The owner controlled insurance program related to the Project
includes a workers' compensation program, a builder's risk
program, general liability, excess liability, contractor's
pollution liability, and environmental site liability programs,
in connection with the Project.

In anticipation of a completion date in late 2009 with respect to
the Project, Debtor Fontainebleau Las Vegas, LLC, known as
Resort, solicited OCIP coverage through March 2010.  Resort has
currently prepaid all OCIP Premiums, pursuant to the terms of the
OCIP.

Also, Debtor Resort has a $250,000 deductible per incident under
both the workers' compensation and builder's risk programs
of the OCIP.  Resort has estimated that its obligations
associated with open claims is about $2,095,000 as of the
Petition Date.  Under the terms of the OCIP, Resort would be
obligated to pay amounts up to the deductible for each open
claim.

As part of its OCIP obligations, Resort obtained a letter of
credit from Bank of America amounting to $11,750,000 for the
benefit of multiple insurance providers that provide coverage for
the OCIP.

In addition to the OCIP LOC, when the OCIP was established,
Resort funded a claims escrow of $250,000 from which valid claims
are paid.  Resort then replenishes the account to bring it back
up to the $250,000 threshold.  Resort has booked a reserve of
$2,094,528 for open OCIP claims as of the Petition Date.

Pursuant to the guidelines of the United States Trustee for
Region 21, the Debtors are required to remain current under their
primary insurance programs, relates Scott L. Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, the
Debtors' proposed counsel.  Thus, continuation of the
Insurance Programs on an uninterrupted basis and the payment of
all insurance obligations under the Insurance Programs are both
essential to preserve the Debtors' businesses and to comply with
U.S. Trustee guidelines, Mr. Baena says.

In addition, the Debtors ask the Court to direct financial
institutions to honor and process checks and transfers related to
the insurance obligations.

Consequently, the Court granted the Debtors' request.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LAS VEGAS: Taps Employ Bilzin Sumberg as Counsel
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, and its affiliates sought
and obtained interim authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Bilzin Sumberg Baena
Price & Axelrod LLP as their lead counsel, nunc pro tunc to the
Petition Date.

Scott L. Baena and Bilzin Sumberg are well known to the
Bankruptcy Court, Howard C. Karawan, the Debtors' chief
restructuring officer, says of two of the firm's partners.  Mr.
Karawan says Mr. Baena has over 35 years of practice in the areas
of creditors' rights, workouts and restructurings, secured
transactions and bankruptcy.

As the Debtors' lead counsel, Bilzin Sumberg will, among others:

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

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

  (c) advise and counsel the Debtors in connection with any
      contemplated sales of assets or business combinations,
      including the negotiation of sales, stock purchase, merger
      or joint venture agreements, the formulation and
      implementation of bidding and auction procedures, the
      evaluation of competing offers, the drafting of
      appropriate corporate documents with respect to the
      proposed sales, and the closing of those sales;

  (d) advise and represent the Debtors in connection with
      obtaining postpetition financing and making cash
      collateral arrangements, provide advice and counsel with
      respect to prepetition financing arrangement, and provide
      advice to the Debtors in connection with emergence
      financing and capital structure, as well as negotiate and
      draft related documents;

  (e) analyze the Debtors' unexpired leases and executory
      contracts and the related assumption, rejection or
      assignment, as well as analyze the validity and priority
      of liens against the Debtors' assets;

  (f) advise the Debtors with respect to legal issues relating
      to their business operations, including attendance at
      senior management meetings, meetings with the Debtors'
      investment bankers and financial advisors, and meetings of
      the Debtors' board of managers;

  (g) negotiate and prepare on the Debtors' behalf a Chapter 11
      plan of reorganization or liquidation, disclosure
      statement and all related agreements and documents, and
      take necessary actions on the Debtors' behalf to obtain
      confirmation of the plan; and

  (h) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors' in connection
      with their Chapter 11 cases.

The Debtors will pay Bilzin Sumberg based on the firm's customary
rates:

    Professional                   Hourly Rate
    ------------                   ------------
    Partners                       $370 to $700
    OfCounsel                      $375 to $510
    Associates                     $225 to $365
    Paraprofessionals              $190 to $205

The Debtors will also reimburse Bilzin Sumberg for necessary and
reasonable out-of-pocket expenses incurred in connection with the
engagement.

Prior to the Petition Date, Bilzin Sumberg received $1,000,000 as
retainer for its services to be rendered in the Debtors' cases,
Mr. Baena disclosed in an affidavit filed with the Court.  He
assured the Court that Bilzin Sumberg is a disinterested person
with the scope and meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code.

The Court will reserve consideration of the nature of Bilzin
Sumberg's retainer until the final hearing on the application on
June 30, 2009.  Objections are due June 26.

If the application is not granted on a final basis, the Court
rules that Bilzin Sumberg may submit a fee application for
compensation for services rendered between the Petition Date and
the final application hearing.  Any party-in-interest may object
to the fee application, provided that the party file the
objection with the Court and serve a copy of the objection on the
notice parties.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LAS VEGAS: Taps Buchanan Ingersoll as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave Fontainebleau Las Vegas Holdings, LLC, and its affiliates
interim authority to employ Buchanan Ingersoll & Rooney PC as
their special counsel, nunc pro tunc to the Petition Date,
pursuant to Section 327(e) of the Bankruptcy Code, in connection
with the Debtors' fixed fee arrangement concerning government
relations matters.

The Court will hold a final hearing on the application on June 30,
2009.  Objections are due no later than June 26.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, the Debtors' proposed counsel, relates
that since the inception of the Debtors in 2005, Buchanan has
provided legal services to certain of the Debtors and non-debtor
affiliates on various matters, including general advice and legal
services in the practice of corporate, financing, tax, real
estate, intellectual property, litigation, employment,
construction and government relations.

Also, since March 2009, Buchanan has provided the services of a
registered non-attorney lobbyist employed by the firm with
respect to government relations matter, including identifying and
assisting the Debtors in their application for government project
funding under the American Recovery and Reinvestment Act of 2009.

The Debtors believe that Buchanan is uniquely suited to represent
them in those matters due to the firm's longstanding relationship
with the Debtors, and its familiarity with the matters for which
it will be employed.

The Debtors propose to pay Buchanan for the contemplated services
a monthly retainer of $25,000, plus reimbursement of related
actual and necessary out-of-pocket expenses incurred.  According
to the Debtors, Buchanan has requested payment of its fees on a
fixed-rate basis, as is customary in the governmental relations
service industry.

The Debtors relate that they have paid Buchanan a $458,563
retainer with the understanding that the firm will hold the
amount pending completion of the matters for which it will be
employed.

Jack J. Kessler, Esq., a member at Buchanan Ingersoll & Rooney
PC, in Aventura, Florida, disclosed in a verified statement that
through his Buchanan qualified retirement plan, Mr. Kessler owns
10,000 Class A units, representing 0.0094 of all outstanding
Class A and Class B units, in Fontainebleau Equity Holdings, LLC.

He further disclosed, among others, that the firm intends to
continue to represent certain members of the Soffer Group in
connection with tax and tax planning and matters related to
Fontainebleau and its subsidiaries, some of which matters could
be related to the Debtors' bankruptcy.

Mr. Kessler says no professionals of Buchanan has any connection
with the Debtors' creditors and other parties-in-interest in
these cases, except to the extent that the Buchanan professionals
may have appeared in the past, or may, in the future, appear in
cases where one or more parties-in-interest may be involved in
matters unrelated to the Debtors.

In the event the application is not granted on a final basis, the
Court rules that Buchanan may submit a fee application for
compensation for services rendered between the Petition Date to
the final hearing.  Any party-in-interest may object to the fee
application, provided that the party will file the objection with
the Court and serve a copy of the objection on the notice
parties.

                  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)


FORD MOTOR: Gets $5.9BB in Energy Dept. Loans to Retool Plants
--------------------------------------------------------------
Matthew Dolan and John Murphy at The Wall Street Journal report
that Ford Motor Co. has received $5.9 billion in Energy Department
loans to help retool plants in Illinois, Kentucky, Michigan,
Missouri, and Ohio to produce 13 fuel-efficient models.

Brent Snavely and Justin Hyde at Detroit Free Press relate that
Ford President and CEO Alan Mulally said that the Company will
spend $14 billion in the U.S. on advanced technology over the next
seven years.  According to Free Press, Ford anticipates that it
could draw on the first portion of the loans within 35 days.  Free
Press states that Ford will be allowed to tap additional funds as
it invests money in the future.

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

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

                          *     *     *

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

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


FORT WAYNE: U.S. Trustee Sets Section 341(a) Meeting for July 17
----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
in Fort Wayne Foundry Corporation and Cole Pattern and Engineering
Co., Inc.'s Chapter 11 cases on July 17, 2009, at 9:30 a.m.  The
meeting will be held at Room 1194, 1300 South Harrison Street,
Fort Wayne, Indiana.

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 Fort Wayne, Indiana, Fort Wayne Foundry Corporation --
http://www.fortwaynefoundry.com/-- makes aluminum sand castings
for transportation and automotive powertrain applications.

The Company and Cole Pattern and Engineering Co., Inc., its
affiliate filed for Chapter 11 on June 3, 2009 (Bankr. N. D. Ind.
Lead Case No. 09-12423).  Thomas P. Yoder, Esq., represents the
Debtors in their restructuring efforts.  The Debtors listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


FRANCISCO MENDOZA: PBGC Assumes Underfunded Pension Plan
--------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the pensions of more than 620 former employees
of Francisco Mendoza Inc., a retailer of furniture and household
appliances based in Cayey, Puerto Rico.

The PBGC stepped in because the underfunded Francisco Mendoza Inc.
Pension Plan failed to meet minimum funding requirements under the
Internal Revenue Code and faced imminent abandonment following the
company's liquidation in bankruptcy proceedings.

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

The PBGC estimates that the plan is 52 percent funded, with
$3.5 million in assets to cover $6.8 million in benefit
liabilities.  The agency expects to be responsible for
$3.1 million of the $3.3 million shortfall.

The agency will take over the assets and use insurance funds to
pay guaranteed benefits earned under the plan, which ended as of
February 7, 2008.  The PBGC became trustee of the plan on March 4,
2009.

Within the next several weeks, the PBGC will send notification
letters to all plan participants.  Under provisions of the Pension
Protection Act of 2006, the maximum guaranteed pension the PBGC
can pay is determined by the legal limits in force on the date of
the plan sponsor's bankruptcy.  Therefore participants in the
Francisco Mendoza Inc. Pension Plan are subject to the limits in
effect on March 21, 2007, which set a maximum guaranteed amount of
$49,500 for a 65-year-old.  The maximum guaranteed amount is lower
for those who retire earlier or elect survivor benefits.  In
addition, certain early retirement subsidies and benefit increases
made within the past five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site
-- http://www.pbgc.gov/-- or call toll-free at 1-800-400-7242.
For TTY/TDD users, call the federal relay service toll-free at 1-
800-877-8339 and ask for 800-400-7242.

Retirees of Francisco Mendoza who draw a benefit from the PBGC may
be eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $3 million and was not previously included in the
agency's fiscal year 2008 financial statements.

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

Francisco Mendoza Inc. was incorporated on January 25, 1961 in
Puerto Rico by Francisco Mendoza Rivera and his wife, Carmen.
Francisco Mendoza Rivera and his wife died in 2006 and 2005,
respectively.  The privately held company sought Chapter 11
protection on March 21, 2007, in the U.S. Bankruptcy Court in
Puerto Rico.  The company operated more than 50 retail locations
throughout Puerto Rico.  That figure fell to 14 stores before
filing for bankruptcy.  Operations ceased on June 15, 2007.


FREEMAN ROAD: U.S. Trustee Sets Meeting of Creditors for July 15
----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Freeman Road Development, LLC, and Bloomfield West, L.L.C.'s
Chapter 11 cases on July 15, 2009, at 1:30 p.m.  The meeting will
be held at 219 South Dearborn, Room 804, Chicago, Illinois.

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.

Streamwood, Illinois-based Freeman Road Development, LLC, and
Bloomfield West, L.L.C., filed for Chapter 11 on June 8, 2009
(Bankr. N. D. Ill. Case No. 09-20836).  David L. Kane, Esq., and
Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC
represent the Debtors in their restructuring efforts.  The Debtors
have assets and debts both ranging from $50 million to
$100 million.


FRONT STREET: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Front Street Developers, Inc.
        710 N. 5th Street
        Philadelphia, PA 19123

Bankruptcy Case No.: 09-14607

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
      FSD Urban Developers, LLC                    09-14608

Chapter 11 Petition Date: June 23, 2009

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

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

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

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

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

      http://bankrupt.com/misc/paeb09-14607.pdf

The petition was signed by Plato A. Marinakos, Jr.


GENERAL MOTORS: Miller Canfield Represent Ford, et al., in Case
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Marc N. Swanson, Esq., at Miller, Canfield, Paddock and
Stone, P.L.C., informs the Court that it represents 21 entities in
the Debtors' cases:

    * Kongsberg Automotive, Inc.
    * Kongsberg Driveline Systems I, Inc.
    * Kongsberg Driveline Systems S de RL de CV
    * Kongsberg Interior Systems S de RL de CV
    * Kongsberg Automotive S de RL de CV
    * Kongsberg Power Product Systems I, Inc.
    * Kongsberg Driveline Systems GmbH
    * Kongsberg Holding II LLC
    * Ford Motor Company
    * Automotive Components Holdings, LLC
    * Mechanical Simulation Corporation
    * dSPACE, Inc.
    * dSPACE GmbH
    * Vector CANtech, Inc.
    * Vector Informatik GmbH
    * Horiba International Corporation
    * Horiba Instruments
    * Horiba Ltd.
    * The Regents of the University of Michigan
    * Lansing Board of Water & Light
    * Charter Township of Delta, Michigan

                       About General Motors

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

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

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

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


GENERAL MOTORS: Orrick Herrington Represents Dealers Group
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Roger Frankel, Esq., at Orrick, Herrington & Sutcliffe
LLP, in Washington D.C., discloses that his firm represents these
parties in General Motors Corp.'s Chapter 11 cases:

(1) the Unofficial GM Dealers Committee

(2) Paddock Chevrolet, Inc., in its capacity as member of the
     Official Committee of Unsecured Creditors;

(3) APL Logistics Transportation Management Services, Ltd.,
     APL Logistics Ltd., APL Co. Pte. Ltd., and
     American President Lines, Ltd.
     1111 Broadway, Oakland, California 94109

(4) Hella Corporate Center USA, Inc.
     43811 Plymouth Oaks Blvd.
     Plymouth, Michigan 48170
     Attn: John T. Bulger, Esq.

According to Mr. Franker, the Unofficial Dealers Committee was
formed prior to the Petition Date by the GM National Dealer
Council, the "NDC", in coordination with the National Automobile
Dealers Association.  The NDC originally retained Orrick, and then
formed the Dealers Committee and authorized Orrick to represent
the Dealers Committee, in connection with GM's restructuring
efforts.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Phillips Lytle Represents Gibraltar Industries
--------------------------------------------------------------
Angela Z. Miller, Esq., at Phillips Lytle LLP, in Buffalo, New
York, discloses that her firm is counsel to these trade creditors
in General Motors Corp.'s Chapter 11 cases:

  * Gibraltar Industries, Inc.
    Attn: James McAuliffe
    4310 East 49th Street
    Cleveland, Ohio 44125

  * Toro Energy of Missouri, LLC
    c/o Alice Curtiss, Esq.
    National Fuel Gas Supply Corporation
    6363 Main Street
    Williamsville, New York 14221

  * E.I. du Pont de Nemours and Company
    DuPont Legal - D7156
    1007 Market Street
    Wilmington, Delaware 19898

  * National Fuel Resources
    Suite 120
    165 Lawrence Bell Drive
    Buffalo, New York 14221-7817

  * A.W. Farrell & Son, Inc.
    3761 East Lake Road
    Dunrick, New York 14048

                       About General Motors

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

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

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

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


GENERAL MOTORS: GM Backs Financing for Acquisition of Delphi
------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, the judge handling Delphi's Chapter
11 cases, approved, on a final basis, certain amendments to the
arrangement Delphi Corp. previously entered into with General
Motors Corporation.  The final order was entered on June 17, 2009,
in Delphi's Chapter 11 case.

The Amended and Restated GM-Delphi Arrangement dated June 1, 2009,
provided for a $250 million increase of GM's total commitment
under the parties' agreement, subject to the certain terms and
conditions.

Judge Drain also authorized Delphi, pursuant to Section 364(b) of
the Bankruptcy Code, advances of up to $500,000,000 pursuant to
the Amended and Restated GM-Delphi Arrangement and pay any fees
and expenses provided for by the arrangement.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Strong Dealer Body Vital to Success
---------------------------------------------------
In a hearing with the U.S. House of Representatives in June,
president and chief executive officer of General Motors
Corporation, Fritz Henderson, addressed the automakers' viability
plan, specifically its dealer network restructuring.

"A strong dealer body is vital to GM's success.  Indeed, for many
customers, our dealers are the "face of GM" -- so this effort is
critically important to the successful reinvention of General
Motors, Mr. Henderson told Congress.

According to Mr. Henderson, consolidation of GM's dealerships will
also provide an estimated $415 million in gross fixed cost,
savings potential items like guaranteed local advertising
assistance, service and training, and information technology
systems, or a potential $180,000 per closed dealer.  He related
that the automaker is building a business plan of between 3,500
and 3,800 U.S. GM dealers by the end of 2010.

Mr. Henderson said GM has put in place an appeals process and has
considered 856 appeal requests as of June 11, and has granted 45
appeals.

Mr. Henderson told Bloomberg News that GM is consulting daily,
since it filed for bankruptcy, with the auto task force created by
the Obama administration.  According to Mr. Henderson, the
automaker is ready to meet the timetable to exit Chapter 11, if
not sooner.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Koenigsegg Reaches Deal to Buy Saab
---------------------------------------------------
Koenigsegg Group AB, a group led by Koenigsegg Automobile AB, a
Swedish maker of exclusive sports cars, agreed to buy General
Motors Corp.'s Saab Automobile AB unit, which filed for insolvency
proceedings in Sweden in February 2009.  The deal is expected to
close in the third quarter of 2009, Business Week reported.

In other news, creditors of Saab Automobile AB, approved the
automakers' proposal for settling its debts by paying a quarter of
what it originally owed, The Wall Street Journal reported.

Saab proposed to settle its debts by paying 25% of about $1.34
billion it owed to more than 600 creditors, including auto
suppliers and the Swedish government, the Journal said.  The vast
majority of the debt, almost 10 billion kronor, was owed to U.S.
parent company General Motors, the report added.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Bo Andersson Steps Down as VP for Purchasing
------------------------------------------------------------
General Motors President and Chief Executive Officer Fritz
Henderson announced June 12 that Bo I. Andersson, group vice
president, Global Purchasing and Supply Chain, has decided to
leave GM to pursue other career opportunities, effective
immediately.

"Bo has made tremendous contributions to the development of
our global purchasing and supply chain strategy as we've
globalized our product line portfolios and manufacturing
footprint," Mr. Henderson said.

Mr. Andersson, 53, joined GM in 1987 as a manager at SAAB AB
located in Sweden.  Previous appointments include executive
director, Purchasing of Electrical commodities and later of
Chemical commodities.  He also held the position of GM Europe vice
president of Purchasing.  Mr. Andersson was appointed vice
president, Global Purchasing and Supply Chain in December 2001 and
was appointed a group vice president in 2007.

A successor to Mr. Andersson will be named in the near
future.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Pursues Talks on Plants to Produce Small Cars
-------------------------------------------------------------
General Motors Corp. announced that it will build a future small,
fuel-efficient car in the United States utilizing an existing UAW-
GM assembly plant that is currently on standby capacity status.
The assembly plants in consideration are Orion (Michigan), Spring
Hill (Tennessee) and Janesville (Wisconsin).  Given the importance
of this small car program, and in an effort to move quickly to
identify the plant, GM leadership has begun discussions regarding
selection criteria with Federal and State government officials
from Michigan, Tennessee and Wisconsin.  GM hopes to identify and
announce the future production site of the small car within the
next several weeks.

                       About General Motors

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

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

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

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


GENERAL MOTORS: Names Bob Socia as Purchasing & Supply Chain VP
---------------------------------------------------------------
General Motors President and Chief Executive Officer Fritz
Henderson reported that Bob Socia, currently executive vice
president of Shanghai General Motors, will be GM's vice president
for Global Purchasing and Supply Chain, effective July 1.

Mr. Socia will report to Mr. Henderson and will become a member of
GM's Automotive Strategy Board.  Mr. Socia will succeed Bo I.
Andersson, who left GM to pursue other career opportunities in
Russia.  For the interim period, as Mr. Socia transitions to his
new role, Kimberly Brycz will lead the Global Purchasing and
Supply Chain organization.

"With Bob's diverse experience leading operations in Europe, South
Africa and China, his proven dedication to putting the customer
first and his extensive experience in purchasing, he is well
prepared to successfully direct our Global Purchasing and Supply
Chain organization," Mr. Henderson said.

Mr. Socia, 55, joined GM in 1975 at the Cadillac Division in
Detroit and worked in both the finance and materials management
areas.  He earned his bachelor's in Business from Oakland
University and a master's in Business Administration from the
University of Detroit Mercy.  Prior to his current assignment, Mr.
Socia was president and managing director of GM South Africa from
2004 to 2007.

Mr. Socia previously served in senior purchasing positions at GM
do Brasil, vice president of purchasing of GM Europe, and chairman
of GM-Fiat worldwide purchasing from the establishment of the
joint venture in 2000 through the end of 2003.  Mr. Socia's
successor at SGM will be named in the near future.

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

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

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

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


GEORGIA-PACIFIC LLC: Moody's Assigns 'Ba2' Rating on $1 Bil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Georgia-Pacific
LLC's proposed new $1.0 billion senior secured term loan C due
2014 and affirmed the company's existing ratings.  The rating
outlook is stable.

GP's is currently amending its first priority lien credit
agreement and intends to convert approximately $1.0 billion of the
term loan B due in December 2012 into a new term loan C due in
December 2014.  The Ba2 rating for GP's proposed new term loan is
in line with the ratings on the company's existing senior secured
credit facilities.  The proposed term loan will have a first
priority lien on the same collateral that secures the existing
credit facilities, ranking pari passu with all debt under the
restated first priority lien credit agreement, and senior to all
existing and future unsecured and subordinated debt.  The proposed
term loan will be guaranteed by all the subsidiaries that
guarantee the senior secured credit facilities.  GP's credit
facilities are secured and this preferential access to assets is
sufficient to cause a one notch rating lift from the corporate
family rating to Ba2.

GP's Ba3 corporate family rating reflects the company's
significant scale and diverse product offering, leading market
positions in a number of distinct business segments, a stable
aggregate cash flow stream and the flexibility to generate cash by
the divestiture of discrete business lines should the need arise.
GP's vertically integrated relatively low cost asset base and its
sponsorship benefits provided by its parent Koch Industries
further support the ratings.  Key credit challenges for GP include
financial constraints and refinancing risks given the company's
large debt load and declining volumes and pricing for many of the
company's products.

GP's has good liquidity supported by substantial availability
under its credit facility and expectations of continued positive
free cash flow generation.  GP's liquidity profile is also
supported by its modest cash position and strong alternative
liquidity potential from asset sales.  The company's primary
source of liquidity consists of a broadly syndicated $1.75 billion
revolving credit facility that matures in December 2010, an
$825 million domestic accounts receivable facility and a
EUR150 million European accounts receivable facility.  As part of
the amendment to the first priority lien credit agreement, GP
intends to extend the maturity on all or a portion of the
revolving credit facility from December 2010 to October 2012 and
may reduce the size of the revolving facility slightly.  GP's
total liquidity, including cash at March 31, 2009, was
approximately $1.5 billion.

Upgrades:

Issuer: Georgia-Pacific LLC

  -- Senior Secured Bank Credit Facility, Upgraded to LGD3, 32%
     from LGD3, 33%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD3,
     45% from LGD3, 46%

Assignments:

Issuer: Georgia-Pacific LLC

  -- Senior Secured Bank Credit Facility, Assigned a Ba2, 32 - LGD
     3

Moody's last rating action was on April 20, 2009, when Moody's
assigned a Ba3 rating to GP's $750 million senior unsecured
guaranteed notes due 2016.

Headquartered in Atlanta, Georgia, GP is a privately owned global
leader in tissue and other consumer products, and has significant
operations in building products and paper-based packaging.


GERDAU AMERISTEEL: Obtains Covenant Relief Under Term Loan
----------------------------------------------------------
Gerdau Ameristeel Corporation has entered into an agreement with
the lenders of the Company's Term Loan Facility which provides
temporary flexibility with respect to the facility's covenants.
The Term Loan Facility currently has US$2.6 billion of borrowings
outstanding and Gerdau S.A. and certain of its Brazilian
affiliates have guaranteed the Term Loan Facility since its
inception in 2007.

The Term Loan Facility originally required the Company's majority
shareholder, Gerdau S.A. -- on a consolidated basis, including the
Company -- to maintain a ratio of consolidated EBITDA to total
interest expense of more than 3.0 and a ratio of consolidated
total debt to EBITDA of less than 4.0.  The amendment revises the
financial covenants so that they require Gerdau S.A. -- on a
consolidated basis, including the Company -- to maintain a ratio
of consolidated EBITDA to net interest expense of more than 2.5
and a ratio of consolidated net debt to EBITDA of less than 5.0.

The amendment is effective immediately and the revised covenant
levels will remain in effect until September 30, 2010, unless
cancelled by the Company prior to that time.  The revised covenant
levels can be cancelled by the Company at any time without
penalty.

The amendment also revises the interest charged on the outstanding
borrowings if and when the financial covenants originally
contained in the facility are not met.  Under such circumstances,
the interest rate charged would increase based on certain
conditions.  After September 30, 2010, or upon the Company's
cancellation of the revised covenants if sooner, the interest rate
increase would terminate.

The total cost of the amendment is expected to be between
US$12.8 million and US$41.5 million, depending on the timing of
any interest rate increase.  The amendment does not affect the
outstanding amount of borrowings under or the original
amortization schedule of the Term Loan Facility.

                      About Gerdau Ameristeel

Based in Tampa, Florida, Gerdau Ameristeel Corporation is the
second largest mini-mill steel producer in North America, with
annual manufacturing capacity of approximately 12 million tons of
mill finished steel products.  Through its vertically integrated
network of 19 mini-mills (including one 50% owned joint venture
mini-mill), 23 scrap recycling facilities and 60 downstream
operations, Gerdau Ameristeel serves customers throughout the
United States and Canada.  The Company's products are generally
sold to steel service centers, steel fabricators, or directly to
original equipment manufacturers for use in a variety of
industries, including non-residential, infrastructure, commercial,
industrial and residential construction, metal building,
manufacturing, automotive, mining, cellular and electrical
transmission and equipment manufacturing.  Gerdau Ameristeel's
majority shareholder is the Gerdau Group, a 100+ year old steel
company, the leading company in the production of long steel in
the Americas and one of the major specialty long steel suppliers
in the world.  Gerdau Ameristeel's common shares are traded on the
New York Stock Exchange and the Toronto Stock Exchange under the
ticker symbol GNA.


GLORIA HARDEMON: US Trustee Sets Meeting of Creditors for July 14
-----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Gloria Hardemon's Chapter 11 case on July 14, 2009, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Room
804, in Chicago, Illinois.

All debtors are required to attend and bring a picture ID and
proof of their Social Security Number to the 341 meeting.

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.

Chicago, Illinois-based Gloria Hardemon filed for Chapter 11 on
June 9, 2009 (Bankr. N. D. Ill. Case No. 09-21014).  Debra J.
Vorhies Levine, Esq., 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.


GRANDE COMMUNICATIONS: Moody's Withdraws 'Caa3' Default Rating
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Grande
Communications Holdings, Inc., for business reasons.

Grande Communications Holdings, Inc.

  -- Probability of Default Rating, Withdrawn, previously rated
     Caa3

  -- Corporate Family Rating, Withdrawn, previously rated Caa2

  -- Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated 31 - LGD3

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-4

  -- Outlook, Changed To Rating Withdrawn From Negative

The last rating action on Grande was November 5, 2008.  At that
time Moody's lowered the corporate family rating to Caa2 from
Caa1.

Grande Communications Holdings, Inc., headquartered in San Marcos,
Texas, is a privately-owned retail provider of video, Internet and
telephony services primarily serving communities in six Texas
markets.  The company also serves enterprise customers and has a
wholesale Internet and telephony business.  Its annual revenues
are approximately $200 million.


GREAT SMOKEY: Sec. 341 Meeting Scheduled for July 29 in N.C.
------------------------------------------------------------
The Bankruptcy Administrator for the Western District of North
Carolina will convene a meeting of creditors in Great Smokey
Mountain Enterprises Inc.'s Chapter 11 case on July 29, 2009, at
1:00 p.m.  The meeting will be held at the Bankruptcy Courtroom,
First Floor, 100 Otis Street, Asheville, North Carolina.

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.

Sylva, North Carolina-based Great Smokey Mountain Enterprises Inc.
filed for Chapter 11 on June 15, 2009 (Bankr. W. D. N.C. Case No.
09-20122).  R. Kelly Calloway, Jr., Esq., at Calloway & Associates
Law Firm 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.


HART-SAHARA LLC: Section 341(a) Meeting Scheduled for July 16
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Hart-Sahara, LLC's Chapter 11 case on July 16, 2009, at
3:00 p.m.  The meeting will be held at 300 Las Vegas Blvd., South,
Room 1500, Las Vegas, Nevada.

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.

Las Vegas, Nevada-based Hart-Sahara, LLC filed for Chapter 11 on
June 10, 2009 (Bankr. D. Nev. Case No. 09-19875).  Kelly J.
Brinkman, Esq., at Goold Patterson Ales & Day 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.


HARVEST OIL: Asks Court to Establish August 4 General Bar Date
--------------------------------------------------------------
Harvest Oil and Gas, LLC, et al., ask the U.S. Bankruptcy Court
for the Western District of Louisiana to establish August 4, 2009,
as the bar date for filing of proofs of claim in each of the
Debtor's bankruptcy cases.

The Debtors have filed all of their statements and schedules,
including schedules of claims.

A copy of Harvest Oil's schedules of assets and debts is available
at http://bankrupt.com/misc/HarvestOil.SAL.pdf

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W.D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in
their restructuring efforts.  The Debtors listed between
$100 million and $500 million each in assets and debts.


HAWAII MEDICAL: Court Okays Disclosure Statement
------------------------------------------------
Allison Schaefers at Star Bulletin reports that the Hon. Robert
Faris of the U.S. Bankruptcy Court for the District of Delaware
has approved Hawaii Medical Center LLC's disclosure statement.

Star Bulletin relates that St. Francis Healthcare System of
Hawaii, one of HMC's creditors, filed an objection on Friday to
the Company's disclosure statement, asking the Court to let other
parties to submit reorganization plans.  St. Francis claimed that
HMC's reorganization plan withheld pertinent information from
creditors, Star Bulletin states.

Judge Faris said that other objections to the proposed plan could
be consider at a future hearing, according to Star Bulletin.  The
report states that a hearing has been set for August 3 to schedule
a date for confirmation of the reorganization plan.

Star Bulletin relates that HMC is seeking court assistance in
determining the amount owed to St. Francis, and though the
disclosure statement was approved, the Court suspended ruling
until HMC resolves the St. Francis claim.

Honolulu, Hawaii-based Hawaii Medical Center is only for-profit,
physician-owned hospital.  It is a partnership of CHA Hawaii, an
affiliate of Cardiovascular Hospitals of America.  It has two
specialty units, including Adult and Pediatric and Intensive Care.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D.Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


HAWAII SUPERFERRY: Section 341(a) Meeting Scheduled for July 1
--------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in HSF Holding, Inc., and its
debtor-affiliate's Chapter 11 cases on July 1, 2009, at 10:39 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, Wilmington, Delaware.

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

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

Wilmington, Delaware-based HSF Holding Inc. operates as the parent
company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry
service expected to commence operations in early 2007.  The
Company is planning to use the latest generation of large, high-
speed roll-on/roll-off catamaran ferries.  The ferries will be
used to transport travellers from island to island as well as
transport agricultural and bulk goods.

The Company and its affiliate filed for Chapter 11 on May 30,
2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902).  David B.
Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton
LLP represent the Debtors in their restructuring efforts.  When
the Debtors sought protection from their creditors, they listed
both assets and debts between $100 million and $500 million.


HEIDTMAN MINING: Section 341(a) Meeting Set for July 14 in Ark.
--------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Heidtman Mining, LLC's Chapter 11 case on July 14, 2009, at
12:00 p.m.  The meeting will be held at the Isaac C. Parker
Courthouse, 30 S. 6th Street, Fort Smith, Arkansas.

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.

Toledo, Ohio-based Heidtman Mining, LLC filed for Chapter 11 on
June 12, 2009 (Bankr. W. D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., at Cox Smith Matthews Incorporated, represents the
Debtor in its restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


HENDRICKS FURNITURE: Section 341(a) Meeting Scheduled for July 15
-----------------------------------------------------------------
The Bankruptcy Administrator for the Western District of North
Carolina will convene a meeting of creditors in Hendricks
Furniture Group, LLC.'s Chapter 11 case on July 15, 2009, at
2:00 p.m.  The meeting will be held at the U.S. Bankruptcy
Administrators Office, 402 West Trade Street, Suite 205,
Charlotte, North Carolina.

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.

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture make and sell furnitures.

The Company and its affiliates filed for Chapter 11 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 Debtor listed
$50 million to $100 million in assets and $10 million to
$50 million in debts.


HERCULES CHEMICAL: Gets September 18 Extension to File Exit Plan
----------------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News report that the U.S.
Bankruptcy Court for the District of New Jersey, in Newark, has
extended through September 18, 2009, Hercules Chemical Co.'s
exclusive period to file a Chapter 11 plan.  The Court also
extended until November 16, the period within which the Debtor may
solicit acceptances for its plan.

                      About Hercules Chemical

Headquartered in Passaic, New Jersey, Hercules Chemical Company
Inc. makes products for plumbing, hearing air conditioning and
electrical trades.

Hercules Chemical Co., Inc., filed for Chapter 11 bankruptcy
protection on September 18, 2008, with the U.S. Bankruptcy Court
for the District of New Jersey (Case No. 08-27822), blaming the
costs of asbestos-related lawsuits.  The asbestos suits arose from
a furnace cement product made between 1939 and 1983.

The Debtor first filed for bankruptcy on August 22, 2008, in the
U.S. Bankruptcy Court for the Western District of Pennsylvania
(Case No. 08-25553)) but the case was transferred to New Jersey,
where it is incorporated.

Gregory L. Taddonio, Esq., and Paul M. Singer, Esq., at Reed
Smith LLP, represent the Debtor.  Meyer, Unkovic & Scott LLP
represents the Debtor's Future Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it listed assets and debts between $10 million and
$50 million.


HOLDER HOSPITALITY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
The Associated Press reports Holder Hospitality Group, LLC, has
filed for Chapter 11 bankruptcy protection.

Holder Hospitality listed in court documents six properties:

     -- Commercial Casino,
     -- Stockmen's Casino,
     -- Scoreboard Casino,
     -- Parker's Model T,
     -- the El Capitan, and
     -- already closed Silver Club.

A receivership hearing was held last week in Washoe County
District Court after a creditor had produced a $33 million note in
default, says Online Casino Advisory.

According to Online Casino Advisory, Holder Hospitality officials
hope to avert loss of control of the Company and rearrange debt.

The Holder Hospitality Group, LLC, owns and operates hotels and
casinos that offer hospitality, lodging, entertainment, and
recreations services.  The Company's properties include Silver
Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar,
El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance
Casino, and Model T Hotel Casino & RV Park.  The Holder
Hospitality was incorporated in 1992 and is based in Sparks,
Nevada.


HOME INTERIORS: Can Use Lenders' Cash Collateral Until July 15
--------------------------------------------------------------
On June 22, 2009, the U.S. Bankruptcy Court for the Northern
District of Texas, being informed that the parties are in
agreement with the limited interim use of cash collateral,
approved the emergency motion of Dennis Faulkner, Chapter 11
trustee for Home Interiors & Gifts, Inc., for authorization to pay
expenses and professional fees incurred but not paid prior to
March 31, 2009, the termination date of the Second Final Cash
Collateral Order.

The Second Final Cash Collateral Order, which was entered on
November 25, 2008, as subsequently amended, covered the period
from November 1, 2008, through March 31, 2009.

The Trustee also received authorization to use cash collateral to
pay wind-down expenses, including payment for professional fees
incurred after March 31, 2009, on an interim basis through
July 15, 2009.  The Trustee told the Court that the continued use
of cash collateral after March 31 to pay authorized estate
expenses is essential for the continued administration of the
Debtors' estates and preservation and harvesting of assets.

As adequate protection, NexBank, SSB, as administrative agent, on
behalf of itself and the Pre-Petition Lenders, is granted a
continuation of the replacement liens on all of the assets of the
Debtors on a post-petition basis and superpriority administrative
claims provided in the Second Final Cash Collateral Order.

The Trustee's cash collateral motion will be heard on a final bais
on July 6, 2009, at 1:15 p.m.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
Company has a significant presence in Mexico, Puerto Rico, and
Canada.  Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
official committee of unsecured creditors.  Munsch Hardt Kopf &
Harr, PC, represents the Committee in these cases.  Kurtzman
Carson Consultants LLC is the official noticing and balloting
agent.  In its schedules, Home Interiors & Gifts, Inc., listed
$88,653,051 in total assets, and $510,451,698 in total
liabilities.

As reported in the Troubled Company Reporter on December 11, 2008,
the Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C., is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HUNTGAIN LLC: U.S. Trustee Sets Meeting of Creditors for July 8
---------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Huntgain, LLC's Chapter 11 case on July 8, 2009, at 10:00 a.m.
The meeting will be held at 101 W. Lombard Street, Garmatz
Courthouse, 2nd Fl., No. 2650, Baltimore, 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.

Timonium, Maryland-based Huntgain, LLC, filed for Chapter 11 on
June 4, 2009 (Bankr. D. Md. Case No. 09-20152).  Lawrence Coppel,
Esq., at Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC,
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


INCENTRA SOLUTIONS: Extends Plan Filing Deadline Until Oct. 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until October 5, 2009, Incentra Solutions Inc.'s
exclusive period to file a Chapter 11 plan.  As a result, parties-
in-interest are barred from filing a plan to pay off claims
against the Debtors until that date.

As reported by the Troubled Company Reporter on April 17, 2009,
Incentra, LLC, commenced operations upon completion of the
acquisition of substantially all of Incentra Solutions, Inc.'s
assets and subsidiaries in a 11 U.S.C. Sec. 363 sale in the U.S.
Bankruptcy Court for the District of Delaware.  Incentra LLC is a
privately owned entity with the headquarters remaining in Boulder.
It will operate throughout the United States and Western Europe.

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com/-- provides information technology
services.  The Company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC serves as the Debtors'
claims agent.  Roberta A. DeAngelis, United States Trustee for
Region 3, appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, the listed $92,494,615 in total
assets and $80,301,104 in total debt.


INTEGRAL VISION: Amends Prospectus Covering 21,478,569 Shares
-------------------------------------------------------------
Integral Vision Inc. filed on June 10, 2009, Post-Effective
Amendment No. 4 to Form S-1 with the Securities and Exchange
Commission to update the prospectus included in the registration
statement as required by Section 10(a)(3) of the Securities Act of
1933, as amended to reflect the Company's annual report on Form
10-K for the fiscal year ended December 31, 2008, as filed with
the Commission on March 31, 2009.  Prior Post-Effective Amendments
were prepared on or based on the requirements of Form SB-2.

The prospectus covers 21,478,569 shares of the Company's common
stock, which may be disposed of by certain selling shareholders.

The Company will receive no part of the proceeds from dispositions
of the shares covered by the prospectus.  The prospectus relates
to shares of common stock underlying outstanding warrants and
convertible notes and there can be no assurance that any of the
outstanding warrants or convertible notes will be exercised or
converted.  If all of the outstanding warrants are exercised for
cash, the Company may receive proceeds of up to roughly $3,500.
The prospectus also covers, to the extent permitted by Rule 416
under the Securities Act, such indeterminate number of additional
shares of common stock as may become issuable upon the exercise
and conversion of such warrants and notes to prevent dilution
resulting from stock splits, stock dividends or similar events.

The Company agreed to pay the expenses incurred in connection with
the registration of the shares, but all selling and other expenses
incurred by the selling shareholders will be borne by the selling
shareholders.

At December 31, 2008, the Company had $1,037,000 in total assets
and $7,121,000 in total liabilities, resulting in $6,084,000 I
stockholders' deficit.

The Company's independent auditors included a "going concern"
uncertainty in their audit report on the Company's audited
financial statements for the years ended December 31, 2008, and
2007.  The Company has experienced net operating losses and
incurred negative cash flows from operations since 1997.  During
the years ended December 31, 2008, and 2007, the Company incurred
losses from continuing operations of approximately $3.0 million
and $2.8 million, respectively.  The Company says its ability to
continue as a going concern is dependent on securing sufficient
sales orders to allow it to achieve profitable operations.
Although management believes that revenues from operations as well
as financing strategies will be adequate to permit the Company to
meet its obligations, there can be no assurance that such revenues
or strategies will be accomplished or that the Company will be
able to continue as a going concern in the normal course of
business.

Integral Vision, Inc., develops, manufactures and markets flat
panel display inspection systems to ensure product quality in the
display manufacturing process.


ION MEDIA: U.S. Trustee Appoints Four-Member Creditors Committee
----------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appointed four
creditors to serve on the official committee of unsecured
creditors in ION Media Networks, Inc., and its debtor-affiliates'
Chapter 11 cases:

The Committee members are:

1. Wilmington Trust Company, as Indenture Trustee
   Attn: Patrick Healy, vice president
   1100 North Market Street
   Wilmington, Delaware 19890
   Tel: (302) 636-6391
   Fax: (302) 636-4149

2. Manufactures & Traders Trust Company,
   as Successor Indenture Trustee
   Attn: Robert D. Brown, administrative vice president
   25 South Charles Street, Mail Code-MD2-CS58
   Baltimore, MD 21201
   Tel: (410) 244-4238
   Fax: (410) 244-4236

3. CBS Studio, Inc. and King World Prods, Inc.
   Attn: Nicole Harris-Johnson, Esq., senior attorney
   P.O. Box 2088
   2401 Colorado Avenue, Ste. 110
   Santa Monica, CA 90404
   Tel: (310) 264-3428
   Fax: (310) 264-3561

4. Richland Towers - NYC LLC
   Attn: John Troutman, vice president, chief legal counsel
   4100 Newport Place, Suite 800
   Newport Beach, CA 92660
   Tel: (949) 261-7010
   Fax: (949) 261-7016

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

                  About 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).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy 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.


IRVINE MEDICAL: Case Summary & 23 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Irvine Medical Arts
        133 Waterworks
        Irvine, CA 92618

Bankruptcy Case No.: 09-16184

Type of Business: The Debtor is an office developer.

Chapter 11 Petition Date: June 23, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Marc C. Forsythe, Esq.
                  kmurphy@goeforlaw.com
                  Goe & Forsythe  LLP
                  18101 Von Karman Avenue, Ste. 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437

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
   ------                      ---------------   ------------
Essex Realty Management        balance           $12,871
18012 Sky Park Circle
Irvine, CA 92614
Tel: (949) 798-8185

Irvine Valley Air              balance           $10,154
Conditioning
2961 East Coronado
Anaheim, CA 92806
Tel: (714) 575-5244

Richard Cohen Landscape        balance           $9,190
20795 Canada Rd.
Lake Forest, CA 92630
Tel: 949 768-0599

Performance Building Services  balance           $5,729

ThyssenKrupp Elevator Corp.    balance           $2,607

ABM Janitorial Service         balance           $2,590

Controlled Key Systems         balance           $839

Skyline Pest Control           balance           $768

Olypique Expert Building Care  balance           $699

Armor Vac Corporation          balance           $444

Computer Research Center       balance           $384

Electronic Directory Corp      balance           $325

The petition was signed by Hossein Afshari.


JENNIFER CHAN: U.S. Trustee Sets Meeting of Creditors for July 23
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Jennifer Chan's Chapter 11 case on July 23, 2009, at 10:00 a.m.
The meeting will be held at 725 S Figueroa St., Room 2610, Los
Angeles, 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.

Rowland Heights, California-based Jennifer Chan filed for
Chapter 11 on June 11, 2009 (Bankr. C. D. Calif. Case No. 09-
24636).  Douglas M. Neistat, Esq. at Greenberg & Bass represents
the Debtor in its restructuring efforts.  The Debtor has assets
and debts both ranging from $10 million to $50 million.


JOURNAL REGISTER: Ask Court's Nod to Enter into Changes to CBAs
---------------------------------------------------------------
Journal Register Company, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for: (a) authority to enter
into amendments to certain collective bargaining agreements; (b)
approval of agreements concerning participation in the CWA/ITU
Negotiated Pension Plan, and (c) authority to reject certain
pension plan participation agreements.

A hearing to consider entry of an order approving the motion will
be held on June 25, 2009, at 11:00 a.m. (prevailing Eastern Time).

Objections, if in writing, should be filed prior to the hearing,
and should: (i) state with particularity the legal and factual
ground therefore; (ii) conform to the Federal Rules of Bankruptcy
Procedure and Local Rules; (iii) be filed with the Bankruptcy
Court electronically in accordance with General Order M-182, by
registered users of the Bankruptcy Court's case filing system and
by all other parties in interest, on a 3.5 inch disk, preferably
in Portable Document Format (PDF), Microsoft Word or any other
Windows-based word processing format; and (iv) be served to the
Notice Parties so as to actually be received by 4:00 p.m. on
June 24, 2009.

A full-text copy of the Debtors' motion is available for free at:

   http://bankrupt.com/misc/journalregister.CBAamendments.pdf

As reported in the Troubled Company Reporter on June 15, 2009, a
Teamsters union pension fund filed an objection to the
confirmation of the reorganization plan proposed by Journal
Register Company.  The Bankruptcy Court already approved the
explanatory disclosure statement and set June 25 for the
confirmation hearing to approve the plan.

The multiemployer pension fund said that the plan unfairly
discriminates among unsecured creditors.  While trade
suppliers are to be paid in full, other unsecured creditors, such
as the pension fund, are to receive about 10%.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The Company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


JOURNAL REGISTER: Wants Plan Filing Period Extended to Sept. 19
---------------------------------------------------------------
Journal Register Company, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
period to file a plan until September 19, 2009, and their
exclusive period to solicit acceptances thereof until December 18,
2009.

The Debtors state that they have made significant progress in
their cases towards a speedy emergence from chapter 11 and that
the requested extension will give them sufficient time to complete
this process.

On May 5, 2009, the Court approved the disclosure statement
relating to the Debtors' Amended Joint Chapter 11 Plan of
Reorganization.  A hearing with respect to confirmation of the
Amended Plan has been scheduled for june 25, 2009.

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The Company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


JRV CO. LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JRV CO. LLC
        2511 Browncroft Blvd.
        Rochester, NY 14625

Bankruptcy Case No.: 09-21673

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Debtor's Counsel: Ralph A. Horton, Esq.
                  1171 Titus Avenue
                  Rochester, NY 14617
                  Tel: (585) 338-3770
                  Email: rah1171@aol.com

Total Assets: $976,006

Total Debts: $720,288

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

          http://bankrupt.com/misc/nywb09-21673.pdf

The petition was signed by Robert A. Valerino, owner of the
Company.


KABUTO ARIZONA: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Kabuto Arizona Properties LLC filed a list of 20 largest unsecured
creditors in the U.S. Bankruptcy Court for the District of
Arizona.

   Entity                                        Claim Amount
   ------                                        ------------
Starwood Hotels and Resort                       $2,250,000
1111 Westchester Avenue
West Harrinson, NY 10604

Seiler and Company                               $299,381
Three Lagoon Dr. Ste. 4

PSAV Presentation Services                       $164,111
23918 Network Place
Chicago, IL 60673

New Cardinals Stadium                            $108,570

Hotel Cleaning Services Inc.                     $81,060

US Foods Service                                 $79,956

Squires Sanders Dempsey                          $50,000

Jim McLean Golf School                           $46,725

FreshPoint Arizona                               $28,450

K and M Food Service Inc.                        $23,450

Edward Don and Company                           $20,809

Titleist                                         $20,665

Rural Metro Fire Dept.                           $18,391

Kwock Marketing Group                            $18,158

Shamrock Foods Co.                               $15,923

Copperstate Business Systems                     $14,259

Lodgenet Entertainment Corp.                     $13,662

Footjoy                                          $12,368

Based in Litchfield Park, Arizona, Kabuto Arizona Properties LLC
filed for Chapter 11 protection on May 22, 2009 (Bankr. D. Arz.
Case No. 09-11282).  David W.M. Engelman, Esq., at Engelman
Berger, P.C., represents the Debtor in its restructuring efforts.
The Debtor listed both assets and debts between $50 million and
$100 million.


KENNETH KNIE: Section 341(a) Meeting Slated for July 10
-------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Kenneth Robert Knie's Chapter 11 case on July 10, 2009, at
1:00 p.m.  The meeting will be held at 201 E. Broadway; Crtrm.
No. 200A, Missoula, Montana.

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.

Missoula, Montana-based Kenneth Robert Knie and Michelle Denise
Knie dba Tri Corp. Development filed for Chapter 11 on June 9,
2009 (Bankr. D. Mont. Case No. 09-61104).  Gregory W. Duncan,
Esq., at Duncan Law Office, represents the Debtors in their
restructuring efforts.  The Debtors have assets and debts both
ranging from $10 million to $50 million.


KEYCORP: Fitch Downgrades Long-Term and Individual Ratings
----------------------------------------------------------
Fitch Ratings has downgraded KeyCorp and its subsidiaries' long-
term and Individual ratings and removed them from Rating Watch
Negative.   Fitch has also affirmed Key's short-term ratings at
'F1'.  The Rating Outlook is Negative.

KEY's ratings were placed on Rating Watch Negative on May 15, 2009
as part of Fitch's U.S. bank review, which was announced on May 7,
2009.  Fitch has since completed its review of KEY, and although
the recent capital raise provides additional loss absorption, the
company continuous to face elevated risk primarily due to its
exposure to commercial real estate.

As part of the recent Supervisory Capital Assessment Program,
KEY's capital need was determined to be $1.8 billion.  KEY is
anticipated to meet that requirement by quarter end through the
issuance of common stock ($1 billion) and the voluntary exchange
of preferred and trust preferred to common stock as well as the
realization of a gain on the sale of securities.  These efforts
will strengthen its ratio of tangible common equity to tangible
assets substantially above the 6% level reported on March 31,
2009.

KEY has taken steps to reduce its risk profile, but the company
has not been immune to adverse impacts to operating results.
Supporting the Negative Outlook, Fitch expects further asset
quality deterioration in 2009, both in terms of problem assets and
loan losses.  The company's $9 billion exit portfolio,
representing 12% of loans, has contributed an outsized portion of
NPAs and NCOs.  KEY has been aggressive in dealing with these
portfolios, which include the homebuilder, national home equity
and the other consumer books.

While Fitch believes that many of the performance issues reported
in 2008 and the first quarter or 2009 are one-time events, the
uptick of nonperforming assets, downturn in revenues, and the
challenging operating environment for financial institutions leads
Fitch to believe downward pressure on ratings in the near-term is
likely to continue.  Additionally, asset quality deterioration has
spread to other portions of the loan portfolio necessitating
continued elevated loan loss provisioning and hampering the
company's return to profitability.  The strength of its franchise,
improved capital levels and solid funding profile provide support
to KEY's ratings at their current levels.

With $98 billion in assets, KEY operates nearly 1,000 branches in
14 diverse states in three regions: Northeast, Northwest/Rocky
Mountains and Great Lakes.  KEY also operates some business lines
nationally.

Fitch has taken these rating actions on KEY and its subsidiaries:

KeyCorp

  -- Long-term Issuer Default Rating (IDR) downgraded to 'A-' from
     'A';

  -- Short-term IDR affirmed at 'F1';

  -- Individual downgraded to 'C' from 'B';

  -- Senior debt downgraded to 'A- from 'A';

  -- Subordinated debt downgraded to 'BBB+' from 'A-';

  -- Preferred stock downgraded to 'BBB' from 'A-';

  -- Short-term debt affirmed at 'F1';

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

  -- TLGP senior debt affirmed at 'AAA';

  -- TLGP short-term debt affirmed at 'F1+'.

KeyBank NA

  -- Long-term IDR downgraded to 'A-' from 'A';
  -- Short-term IDR affirmed at 'F1';
  -- Individual downgraded to 'C' from 'B';
  -- Long-term deposits downgraded to 'A' from 'A+';
  -- Senior debt downgraded to 'A-' from 'A';
  -- Subordinated debt downgraded to 'BBB+' from 'A-';
  -- Short-term deposits affirmed at 'F1';
  -- Support affirmed at '4';
  -- Support Floor affirmed at 'B';
  -- TLGP senior debt affirmed at 'AAA';
  -- TLGP short-term debt affirmed at 'F1+'.

Key Bank USA, NA

  -- Long-term deposits downgraded to 'A' from 'A+'.

Key Corporate Capital, Inc.
Key Treasury Management Company

  -- Long-term IDR downgraded to 'A-' from 'A';
  -- Short-term IDR affirmed at 'F1'.

KeyCorp Institutional Capital A
KeyCorp Institutional Capital B
KeyCorp Capital I
KeyCorp Capital II
KeyCorp Capital III
KeyCorp Capital VII
KeyCorp Capital VIII
KeyCorp Capital IX
KeyCorp Capital X

  -- Preferred stock downgraded to 'BBB' from 'A-'.

The Rating Outlook is Negative.


KINGSWAY LINKED: S&P Withdraws 'B-' Global Scale Rating on Trusts
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
linked return of capital preferred units issued by Kingsway Linked
Return of Capital Trust at the request of the issuer.

                         Ratings Withdrawn

             Kingsway Linked Return of Capital Trust

                                          Rating
                                          ------
          Class                      To            From
          -----                      --            ----
          LROC preferred units
          Canada national scale      NR            P-4 (Low)
          Global scale               NR            B-


LAD MANAGEMENT: Case Summary & 1 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L.A.D. Management Group, Inc.
           dba Superior Properties
        4653 Carmel Mountain Rd., #308-528
        San Diego, CA 92130

Bankruptcy Case No.: 09-08707

Chapter 11 Petition Date: June 19, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Ashley G. Abano, Esq.
                  Law Offices of Ashley G. Abano
                  225 Broadway, 21st Floor
                  San Diego, CA 92101
                  Tel: (619) 702-4444
                  Fax: (619) 702-2661

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

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

The Debtor identified its trustee FCI Lender Services, Inc. as its
largest unsecured creditor. A full-text copy of the Debtor's
petition is available for free at:

          http://bankrupt.com/misc/casb09-08707.pdf

The petition was signed by Mal Bagby, president of the Company.


LEHIGH COAL: Court Grants Coaldale Relief From Stay
---------------------------------------------------
According to Bloomberg News, Coaldale Energy LP, a party to a
purchase and services contract with Lehigh Coal & Navigation Co.,
obtained partial relief from the automatic stay when Judge John J.
Thomas of the U.S. Bankruptcy Court for the Middle District of
Pennsylvania signed an order saying he will allow "reasonable
extraction of silt from the Great Lakes Silt Dam," according to
court papers.  The contract was for about $13 million.  To remove
the silt, Coaldale must present a "precisely detailed plan" and
"shall allow for a minimum of disruption to Lehigh's operation."
Relief from the automatic stay won't take effect until Oct. 29.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700s, with 8,000 acres of coal-producing properties.
Creditors filed an involuntary Chapter 11 petition against the
Company on July 15, 2008 (Bankr. M.D. Penn. Case No. 08-51957).
The involuntary filing was the third filed against the Company in
less than four years.  Jeffrey Kurtzman, Esq., at Klehr, Harrison,
Harvey, Branzburg and Ellers, LLP, represents the petitioners.

The Troubled Company Reporter, citing Bloomberg's Bill Rochelle,
reported on October 7, 2008, that the Bankruptcy Court denied a
motion to replace the management of Lehigh Coal with a Chapter 11
trustee, but ordered the appointment of an examiner.  In September
2008, the Court called for an investigation by an examiner.  The
examiner issued a preliminary report saying more study was
required before deciding whether anyone acted "in a detrimental
manner" toward the Debtor, according to the report.  The Debtor
consented to being in Chapter 11 in August.


LEVEL 3: Fitch Assigns 'CCC/RR5' on $200 Mil. Senior Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR5' rating to Level 3
Communications, Inc.'s $200 million issuance of 7% convertible
senior notes due March 2015.  The notes will rank pari passu with
LVLT's existing senior unsecured indebtedness.  LVLT along with
its wholly owned subsidiary Level 3 Financing, Inc., have a 'B-'
Issuer Default Rating and a Positive Rating Outlook.  As of
March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.

The proceeds from the note offering along with approximately
$78.2 million of cash (plus accrued interest) will be exchanged
for a portion of LVLT's outstanding 6% convertible subordinated
notes due 2010 and its 2.875% convertible senior notes due 2010
pursuant to an exchange agreement the company has entered into
with certain institutional investors.

In addition to the exchange, LVLT announced that during the second
quarter the company used approximately $223 million of cash to
repurchase in open market transactions approximately $247 million
of debt (principal value) scheduled to mature between 2009 and
2012, including approximately $117 million scheduled to mature
during 2009.

From Fitch's perspective the debt exchange and the open market
debt repurchases have a positive effect on LVLT's credit profile
and alleviates concerns related to the company's liquidity
position seeing that a significant portion of the exchange and
repurchases were targeted at outstanding debt scheduled to mature
between 2009 and 2010.  After the close of the exchange, expected
to occur before the end of the second quarter, and considering the
open market debt repurchases, LVLT has a total of $241 million of
debt maturing during the balance of 2009 and 2010.

As of March 31, 2009, LVLT had approximately $672 million of cash
on hand, and approximately $634 million pro forma for the
transactions noted above and the issuance of the $280 million
senor secured term loan B completed during April and May 2009.
Fitch believes that the existing cash balances along with Fitch's
expectation that LVLT generates positive free cash flow during
2009, adequately positions the company to satisfy the remaining
scheduled maturities during 2009 and 2010.

The Positive Outlook reflects Fitch's expectations that LVLT's
credit profile will continue to strengthen over the ratings
horizon, that the company is positioned to grow revenues and
expand operating margins in the context of the economic recession,
and that overall industry demand and pricing metrics will remain
relatively stable.  LVLT's credit profile continues to strengthen.
Largely based on the incremental EBITDA gained through the
company's past acquisitions and subsequent margin improvements,
LVLT has reduced its leverage to 6.36 times (x) as of the end of
the first quarter.  After considering the transactions announced
and the issuance of the senior secured term loan earlier in the
second quarter, the company's leverage metric pro forma for the
first quarter will improve modestly to 6.31x.

The timing of an upgrade of LVLT's IDR will be linked to the
company's ability to consistently generate meaningful levels of
free cash flow while maintaining positive organic revenue growth
and improving margins, reduce leverage below 6.5x, and maintain a
consistent liquidity profile in relation to upcoming scheduled
maturities.

The absence of any material deterioration of LVLT's operating
environment due to competitive or economic pressures will also be
a key consideration for an upgrade.


LUCKY'S LANDING: Florida Property to be Auctioned on July 18
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
Florida, Auction Company of America will hold an absolute auction
of a commercial/residential site with luxury home plus personal
property located at 133 Barry Avenue, Mile Marker 28.5, Little
Torch Key, FL 33042, beginning at 11:00 a.m. on July 18, 2009.

The property is owned by Lucky's Landing, Inc.  The approximately
3.5 acre upland and 1.6 acre bay bottom site contains the right to
build 48 Rate of Growth Ordinance (ROGO) Exempt residential units
that can be rented transiently whether owned individually or
collectively.

For further information, please contact Auction Company of America
at (305) 573-1616,

Based in Little Torch Key, Fla., Lucky's Landing, Inc. filed for
Chapter 11 on December 4, 2008 (Bankr. S.D. Fla. Case No. 08-
28531).  Craig I. Kelley, Esq., at Kelley & Fulton, P.A., and
Robert C. Hackney, Esq., at Hackney Law, P.A., represent the
Debtor as counsel.


LUMINENT MORTGAGE: Court Approves Disclosure Statement
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the U.S. Bankruptcy
Court for the District of Maryland in Baltimore has approved the
disclosure statement explaining Luminent Mortgage Capital Inc.'s
proposed Chapter 11 plan.

As reported in the Troubled Company Reporter on June 2, 2009, the
Plan provides for:

  -- The consummation of the transactions contemplated by the
     ACC Settlement on the Effective Date of the Plan, the
     proceeds of which will be used to make a number of the
     payments contemplated by the Plan;

  -- The conversion of Debtor Luminent Mortgage Capital, Inc.,
     from a publicly traded real estate investment trust into a
     private asset management company and the issuance of the
     Reorganized Equity Units and the Reorganized Preferred
     Equity Units to certain classes of Creditors;

  -- The payment in full of all Allowed Other Secured Claims;

  -- The payment in full of all Allowed Priority Non-Tax Claims;

  -- The payment in full of all Allowed Unclassified Claims;

  -- The distribution of the Reorganized Equity Units, the
     Convenience Class Fund, the Unsecured Distribution Fund,
     the Unsecured Distribution Fund, and the Subsequent
     Unsecured Distribution Amount; and

  -- The cancellation of all outstanding Interests in the
     Debtors.

Pursuant to the Plan, the Secured Claims of ACC Parties under
Class 2 will receive 46% of the Reorganized Equity Units and other
consideration as is provided under the terms of the ACC Settlement
and the Plan.

General Unsecured Claims under Class 4(a) will receive their
ratable portion of (i) the Unsecured Distribution Fund, (ii) their
ratable portion of the Subsequent Distribution Amount and (iii)
29% of the Reorganized Equity Units.

Subordinated TruPS claims will receive their ratable portion of
(A)(i) the Unsecured Distribution Fund, (ii) their ratable
portionof the Subsequent Distribution Amount and (iii) 29% of the
Reorganized Equity Units, and (B) 5% of the Reorganized Equity
Units.

Interests will not receive any property under the Plan and are
deemed to have voted to reject the Plan.  Allowed Interests will
be cancelled on the Plan's Effective Date.

                           Estimated      Estimated
  Class                  Allowed Claims   Recovery    Treatment
  -----                  --------------   ---------   ---------
  1  Priority Non-Tax
     Claims                        $0      100%     Unimpaired

  2  Secured Claims of
     ACC Parties          $28,883,346        0%     Impaired

  3  Other Secured
     Claims                        $0      100%     Unimpaired

4(a) General
     Unsecured Claims     $93,000,000     3.23%     Impaired

4(b) General
     Unsecured Opt-Out
     Claims                        $0*       0%*    Impaired

5(a) Convenience Class
     Claims                $2,300,000     4.34%     Impaired

5(b) Convenience
     Opt-Out Claims                $0**      0%**   Impaired

6(a) Subordinated TRUPS
     Claims               $92,788,000        0%     Impaired

6(b) Subordinated TRUPS
     Opt-Out Claims                $0***     0%***  Impaired

  7  Interests                    N/A        0%     Impaired

  * Assumes all Creditors in Class 4 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the Unsecured Distribution Fund under Class 4(a) of the
    Plan.

** Assumes all Creditors in Class 5 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the Convenience Class Fund under Class 5(a) of the Plan.

*** Assumes all Creditors in Class 6 will not make the Creditor
    Opt-Out Election and therefore participate in distributions
    of the 5% of the Reorganized Equity Units allocable under
    Class 6(a) of the Plan.

Only holders of claims in Classes 2, 4(a), 5(a) and 6(a) are
eligible to vote.  Allowed Class 7 Interests will not receive any
property under the Plan and are deemed to have voted to reject the
Plan.

                             Cramdown

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

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan is available at:

       http://bankrupt.com/misc/luminent.2ndAmendedDS.pdf

A full-text copy of Debtors' Second Amended Joint Plan of
Reorganization is available at:

      http://bankrupt.com/misc/luminent.2ndAmendedPlan.pdf

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on September 5, 2008, for
relief under Chapter 11 of the U.S Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland, Baltimore
Division (Lead Case No. 08-21389).  Immediately prior to the
filing, the Debtor executed a Plan Support and Forbearance
Agreement with secured creditor Arco Capital Corp., Ltd., WAMU
Capital Corp. and convertible noteholders representing 100% of the
outstanding principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc., reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.


MARVIN-WAXHAW ASSOCIATES: Section 341(a) Meeting Set for July 8
---------------------------------------------------------------
The Bankruptcy Administrator for the Western District of North
Carolina will convene a meeting of creditors in Marvin-Waxhaw
Associates, LLC's Chapter 11 case on July 8, 2009, at 2:00 p.m.
The meeting will be held at the U.S. Bankruptcy Administrators
Office, 402 West Trade Street, Suite 205, Charlotte, North
Carolina.

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.

Weddington, North Carolina-based Marvin-Waxhaw Associates, LLC,
filed for Chapter 11 on June 5, 2009 (Bankr. W. D. N.C. Case No.
09-31455).  Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC,
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


MCKINNEY AVENUE: Section 341(a) Meeting Scheduled for July 14
-------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in McKinney Avenue Properties No. 2, LTD and West End Parking Co.
Ltd's Chapter 11 cases on July 9, 2009, at 11:00 a.m.  The meeting
will be held at the Office of the U.S. Trustee, 1100 Commerce St.,
Room 976, Dallas, 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.

Dallas, Texas-based McKinney Avenue Properties No. 2, LTD, and
West End Parking Co. Ltd filed for Chapter 11 on May 30, 2009
(Bankr. N. D. Tex. Case No. 09-33348 and 09-33219).  Christopher
J. Moser, Esq., and John Paul Stanford, Esq., at Quilling Selander
Cummiskey & Lownds represents the Debtors in their restructuring
efforts.  The Debtors have assets and debts both ranging from
$10 million to $50 million.


MCSTAIN ENTERPRISES: Section 341(a) Meeting Scheduled for July 6
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in McStain Enterprises, Inc.'s Chapter 11 case on July 6, 2009, at
9:00 a.m.  The meeting will be held at Byron G. Rogers Federal
Bldg, 1929 Stout Street, Room 501, Denver, Colorado.

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.

Louisville, Colorado-based McStain Enterprises, Inc., aka McStain
Neighborhoods filed for Chapter 11 on May 28, 2009 (Bankr. D.
Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq., at Connolly,
Rosania & Lofstedt, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


METROMEDIA INT'L: Meeting of Creditors Slated for July 16
---------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 will
convene a meeting of creditors in MIG Inc.'s Chapter 11 case on
July 16, 2009, at 9:30 a.m.  The meeting will be held at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

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

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

Charlotte, North Carolina-based MIG, Inc. --
http://www.metromedia-group.com/-- fka Metromedia International
Group, Inc. provides telecommunication services.

The Company filed for Chapter 11 on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP represents the Debtor in its restructuring efforts.  The
Debtor proposes Debevoise & Plimpton LLP as special corporate
counsel, and Potter Anderson & Corroon LLP as special litigation
counsel.  The Debtor has assets and debts both ranging from
$100 million to $500 million.


METROMEDIA INT'L: To Appeal $188MM Judgment That Forced Ch. 11
--------------------------------------------------------------
MIG Inc., formerly known as Metromedia International, seeks
permission from the U.S. Bankruptcy Court for the District of
Delaware to take an appeal from a $188 million judgment entered by
the Delaware Chancery Court that caused it to file for bankruptcy.

According to Bill Rochelle at Bloomberg News, the suit arose from
an appraisal action resulting from MIG's acquisition in 2007.
Unable to post a bond enabling an appeal, MIG filed in Chapter 11.

MIG, the report relates, wants the Bankruptcy Court to permit the
appeal and to allow the plaintiff to take a cross appeal, while
preventing the plaintiff from collecting a judgment.  MIG believes
the amount of the judgment is "substantially overstated."  MIG
also believes that the assets will turn out to be worth much more
than the judgment, even though the assets currently are illiquid.

Based in Charlotte, North Carolina, Metromedia International Group
Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-
group.com/ -- through its wholly owned subsidiaries, owns
interests in several communications businesses in the country of
Georgia.  The company's core businesses include Magticom Ltd., a
mobile telephony operator located in Tbilisi, Georgia, Telecom
Georgia, a long distance telephony operator, and Telenet, which
provides Internet access, data communications, voice telephony and
international access services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


METROMEDIA STEAKHOUSES: Settlement of Panel's Suit Underpins Plan
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Metromedia
Steakhouses Co. filed a Chapter 11 plan along with an explanatory
disclosure statement.  The Plan is the product of a settlement
stemming from a suit brought in February by the official committee
of unsecured creditors formed in its Chapter 11 case.  The
Committee sued John Kluge, who controls the Company, along with a
trust he created, and two of his companies, including Metromedia
Co.  The suit was aimed at recharacterizing $225 million in debt
as equity or making Mr. Kluge's claim subordinate to the claims of
creditors.

According to Bloomberg, pursuant to the settlement, engrafted in
the Plan, Metromedia's affiliates will not receive any
distribution on their $258 million in claims.  Instead, the
affiliates will take the equity in the reorganized company.
Unsecured creditors are to receive a $850,000 cash payment at
confirmation of the plan along with a $3.65 million note.  The
payments over time are intended to allow a 50 percent recovery for
unsecured creditors.  Secured creditors will be paid in full or
have their claims rolled over. Affiliates also will provide
funding after the emergence from Chapter 11.

                   About Metromedia Steakhouses

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.


MICHAEL PYLMAN: Section 341(a) Meeting Set for July 21 in Arizona
-----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Michael Pylman Dairy L.L.C's Chapter 11 case on July 21, 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.

Headquartered in Buckeye, Arizona Michael Pylman Dairy L.L.C.
owns and operates a dairy farm.  The Company filed for Chapter 11
on June 15, 2009 (Bankr. D. Ariz. Case No. 09-13232).  William L.
Needler and Associates Ltd. represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $50 million to $100 million.


MID AMERICA: U.S. Trustee Sets Meeting of Creditors for July 8
--------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Mid America Agri Products/Horizon, LLC's Chapter 11 case on
July 8, 2009, at 10:00 a.m.  The meeting will be held at the Roman
L. Hruska Courthouse, 111 South 18th Plaza, US Trustee Meeting
Room, Omaha, Nebraska.

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.

North Platte, Nebraska-based Mid America Agri Products/Horizon,
LLC filed for Chapter 11 on June 3, 2009 (Bankr. D. Nebr. Case No.
09-41543).  Robert V. Ginn, Esq., at Blackwell Sanders Peper
Martin LLP, represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $50 million to
$100 million.


MIDWAY GAMES: Wants Plan Filing Period Extended to September 10
---------------------------------------------------------------
Midway Games Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to file a
plan until September 10, 2009, and their exclusive period to
solicit acceptances thereof until November 9, 2009.

The Debtors relate that they are now engaged in the process of
soliciting and evaluating competing bids for all or substantially
all of their assets received through June 24, 2009.  Until they
have completed this sale process, the Debtors tell the Court they
would not be able to begin substantive negotiations with their
major creditor constituencies with respect to a confirmable
Chapter 11 plan in these cases.

The Court approved on June 3, 2009, bid procedures for the sale of
substantially all of the assets of the Debtors.  Midway Games Inc.
signed a deal with Warner Bros. Entertainment Inc. under which the
Time Warner Inc. unit will be stalking horse bidder for at an
auction for substantially all its U.S. assets on June 29, 2009.

Absent higher and better offers, Midway Games, on July 1, will
seek approval from the Court Delaware to sell its U.S. assets at
the agreed price of $33 million.  If Warner Brothers loses at the
auction and the Debtor consummates the sale with the winning
party, Warner will receive a break-up fee of $1,000,000 and
$100,000 in expense reimbursement.

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on an official committee of
unsecured creditors of Midway Games Inc. and its debtor-
affiliates.  Milbank Tweed Hadley & McCloy LLP and Richards,
Layton & Finger PA represent the Committee.  The Debtors'
financial condition as of September 30, 2008, showed $167,523,000
in total assets and $281,033,000 in total debt.


MILDRED NIXON: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mildred J. Nixon
        2800 Nixon's Farm Lane
        West Friendship, MD 21794

Bankruptcy Case No.: 09-21340

Chapter 11 Petition Date: June 23, 2009

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  jvidmar@loganyumkas.com
                  Logan, Yumkas, Vidmar & Sweeney LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Howard County Director of      property tax      $82,559
Finance
Property Tax Division
3430 Courthouse Drive
Ellicott City, MD 21043

Bank of America                credit            $43,200
P. O. Box 15027
Wilmington, DE 19850-5027

Chase Card Member Services     credit            $4,343
P. O. Box 15298
Wilmington, DE 19850-5898

Internal Revenue Service                         Unknown

State of Maryland                                Unknown


MOHEGAN TRIBAL: S&P Affirms Issuer Credit Rating at 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Uncasville, Connecticut-based Mohegan Tribal Gaming Authority,
including its 'B' issuer credit rating.  S&P removed the ratings
from CreditWatch, where S&P placed them with negative implications
on Jan. 30, 2009.  The rating outlook is negative.

"The ratings affirmation reflects its expectation that MTGA is
less likely to face a near-term covenant violation and that it
will be able to utilize its credit facility to repay $330 million
of senior subordinated notes, which mature on July 15, 2009," said
Standard & Poor's credit analyst Melissa Long.

The affirmation also reflects S&P's expectation that MTGA's fiscal
2009 operating performance will not decline by the amount that S&P
had previously forecast.  S&P now expects that EBITDA will be
about flat in fiscal 2009 due to improvements in the cost
structure.  S&P also notes that MTGA experienced a low table games
hold percentage in the June 2008 quarter.  S&P expects that a
return to more normalized hold levels in the current quarter would
also benefit operating performance.  (Previously, S&P expected
that MTGA could experience a high-single-digit percentage decline
in net revenues and a high-teens decline in EBITDA.)

The 'B' rating reflects MTGA's high debt leverage, limited cash
flow diversity, and distributions to the Tribe that preclude
meaningful cash flow retention.  The high quality of the resort in
Connecticut and limited new expected competition within the next
two to three years partially temper these concerns.

In the six months ended March 31, 2009, MTGA's net revenues fell
about 8%, driven by a 13% decrease in net revenues at Mohegan Sun
and a 26% increase in net revenues at Pocono Downs (as a result of
the opening of the permanent facility in July 2008).  S&P
estimates that EBITDA, which S&P measures after relinquishment
payments to former developers, was down about 12% in the first six
months of fiscal 2009.  MTGA has put in place a cost-savings
program, which has benefitted earnings in the March 2009 quarter
and is expected to save about $77 million for the fiscal year.


MUZAK HOLDINGS: Gets Sept. 8 Extension to File Bankruptcy Plan
--------------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News report that Judge
Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has extended until September 8, 2009, Muzak Holdings
LLC's exclusive period to propose a Chapter 11 plan.  Judge Carey
also ordered that Muzak may have until November 9 to solicit
support from creditors for that plan.

According to the report, Judge Carey also signed an order amending
the stipulated final order authorizing the use of cash collateral
and modifying the automatic stay.  Among the amended terms is a
provision that if the debtors "do not file a plan prior to
August 10, 2009, the Debtors shall, on August 11, 2009, make a
cash payment to the Prepetition Lenders in the amount of $5
million."  Court papers said this "extension payment" is for the
purpose of "additional adequate protection."

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  In its bankruptcy petition, the
Company estimated assets and debts of $100 million to
$500 million each.


NORTHEASTERN REAL: Decline in Real Estate Market Prompts Ch. 11
---------------------------------------------------------------
Northeastern Real Properties, Ltd., J.J. Detweiler Enterprises,
Inc. and their four affiliates sought Chapter 11 protection before
the U.S. Bankruptcy Court for the Northern District of Ohio on
June 18, 2009.

The Debtors are requesting joint administration of their cases for
procedural purposes.  The cases are before Judge Russ Kendig.

Marc B. Merklin, Esq., at Brouse McDowell, LPA, in Akron, Ohio,
says the decline in the real estate market nationally severely and
adversely affected the Debtors' operations and cash flows.
Potential purchasers of real estate that the Debtors are
developing faced market and economic challenges, which impacted
the Debtors' land sales.

According to Mr. Merklin, during the months leading up to the
bankruptcy filing, the Debtosr have been unsuccessfully attempting
to stay current with payments due under their loan agreements.
Some of the lenders have accelerated the balances due under the
loan agreements and actions have been commenced against the
Debtors to foreclose on the mortgages.  Debtors JJDE and
Sequatchie Mountain LLC have been named in a class action suit in
connection with the marketing and sale of the real estate
developed in Sand Mountain.

Mr. Merklin says the Debtors cannot continue to operate without
bankruptcy court protection.

Northeastern Real Properties, Ltd., J.J. Detweiler Enterprises,
Inc., and their affiliates purchase tracts of undeveloped land to
subdivide and sell in individual parcels.  The parcel shares are
largely seller-financed.

In their petitions, each of the six Debtors disclosed under
$50,000 in both assets and debts.  JJDE said in court filings that
it owes not less than $23,769,256 in secured debt, including
$9,221,717 owed by JJDE to Trust Financial; $6,992,944 owed by
JJDE and Debtors Wilder and Sequatchie to ArborOne; $2,423,738
owed by JJDE to Ohio Heritage; and $1,247,612 owed by JJDE to The
Home Loan Savings Bank.


NORTHFIELD LABORATORIES: Section 341(a) Meeting Slated for July 13
------------------------------------------------------------------
Roberta A. Deangelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Northfield Laboratories, Inc.'s
Chapter 11 case on July 14, 2009, at 10:39 a.m.  The meeting will
be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 5209,
Wilmington, Delaware.

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

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

Headquartered in Evanston, Illinois, Northfield Laboratories Inc.
(NASDAQ:NFLD) -- http://www.northfieldlabs.com/-- develops
oxygen-carrying red blood cell to patients with low hemoglobin
level.

Northfield Laboratories Inc. filed for Chapter 11 on June 1, 2009
(Bankr. D. Del. Case No. 09-11924).  Attorneys at Baker & McKenzie
LLP, are bankruptcy counsel to the Debtor.  Attorneys at Bifferato
LLC serve as co-counsel. The Debtor's schedules of assets and
liabilities disclosed $9,453,720 in assets against debts of
$1,793,115.


NUKOTE INTERNATIONAL: Section 341(a) Meeting Slated for July 1
--------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Nukote International, Inc., and its debtor-affiliates' Chapter
11 cases on July 1, 2009, at 10:00 a.m.  The meeting will be held
at Customs House, 701 Broadway, Room 100, Nashville, Tennessee.

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

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

Headquartered in Franklin, Tennessee, Nukote International, Inc. -
- http://www.nukote.com/-- makes ink and toner cartridges for
laser and ink-jet printers, copiers, and fax machines.

The Company and its affiliates filed for Chapter 11 on June 3,
2009 (Bankr. M. D. Tenn. Lead Case No. 09-06240).  Barbara Dale
Holmes, Esq., at Harwell Howard Hyne Gabbert & Manner, P., and
Frank J. Wright, Esq., at Wright Ginsberg Brusilow PC represent
the Debtors in their restructuring efforts.  The Debtors have
assets and debts both ranging from $10 million to $50 million.


NV TELEVISION: S&P Withdraws 'CCC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Atlanta, Georgia-based TV broadcaster NV Television LLC and its
affiliates, NV Broadcasting LLC and Parkin Broadcasting LLC.  The
ratings withdrawal reflects the lack of financial information on
the company.

                        Ratings List

                          Withdrawn

                     NV Television LLC

                                    To     From
                                    --     ----
       Corporate Credit Rating      NR     CCC/Negative/--
       Senior Unsecured             NR     CC
         Recovery Rating            NR     6

                    NV Broadcasting LLC

                                    To     From
                                    --     ----
       Corporate Credit Rating      NR     CCC/Negative/--
       Secured First Lien           NR     CCC
         Recovery Rating            NR     4
       Secured Second Lien          NR     CC
         Recovery Rating            NR     6

                 Parkin Broadcasting LLC

                                    To     From
                                    --     ----
       Corporate Credit Rating      NR     CCC/Negative/--
       Secured                      NR     CCC
         Recovery Rating            NR     4


OFFICE DEPOT: Stock Issuance Won't Affect Moody's 'B2' Rating
-------------------------------------------------------------
Moody's Investors Service said that Office Depot's new
$350 million convertible preferred stock issuance would have no
immediate impact on either the B2 Corporate Family Rating or the
negative rating outlook.

The most recent rating action for Office Depot, Inc., was the
May 12, 2009 downgrade of the corporate family and probability of
default ratings to B2 and the downgrade of the senior unsecured
notes to Caa1.  A negative outlook was also assigned.

Office Depot, Inc., based in Boca Raton, Florida, is the second
largest retailer of office supplies with roughly 1,160 retail
locations in North America.  The company generates annual revenues
of about $14 billion.


PALM VILLAGE: U.S. Trustee Sets Meeting of Creditors for July 9
---------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of creditors
in Palm Village LLC's Chapter 11 case on July 9, 2009, at
3:00 p.m.  The meeting will be held at 300 Las Vegas Blvd., South,
Room 1500, Las Vegas, Nevada.

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.

Los Angeles, California-based Palm Village LLC filed for Chapter
11 on June 1, 2009, (Bankr. D. Nev. Case No. 09-19210) Nancy L.
Allf, Esq. at Gonzalez Saggio & Harlan, LLP represents the Debtor
in its restructuring efforts.  The Debtor listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in debts.


PLIANT CORP: Apollo Management Presents Competing Plan
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the official
committee of unsecured creditors of Pliant Corp. and competing
plan sponsor Apollo Management LP have urge the U.S. Bankruptcy
Court for District of Delaware to end the exclusive right of
Pliant to file a reorganization plan.  Apollo says it has fully
documented a competing plan more lucrative for creditors than the
reorganization proposal Pliant submitted when it filed under
Chapter 11 in February.

Pliant's plan provides for (i) payment of $393 million in first-
lien notes with all of the new stock of reorganized Pliant, (ii)
recovery by other creditors, including the holders of $262 million
in second-lien notes, with warrants to buy new stock.

Mr. Rochelle relaltes that under Apollo's competing plan (i)
first-lien noteholders will receive $89 million cash and $236
million in new first-lien notes, (ii) general unsecured creditors
would take home 17.5% percent in cash, and (iii) for their
deficiency claim, first lien and second lien holders will receive
8.75% in cash and 8.75% in preferred stock.  Apollo pointed out
that that warrants under Pliant's plan -- which be issued to
unsecured creditors -- are worth only 0.5%.

Apollo said it also has $175 million in fully underwritten
financing.

The Bankruptcy Court, according to Bloomberg, scheduled a June 29
hearing to decide if Apollo can file a competing plan.

When Apollo first floated the idea of a competing plan, it was
offering first-lien lenders $75 million cash and $156 million in
new first-lien notes.  The Company previously said its plan is
supported by holders of more than two-thirds of the first-lien
notes.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


POLAROID CORP: Creditors Oppose Prompt Conversion to Chapter 7
--------------------------------------------------------------
The official committee of unsecured creditors in Polaroid Corp.'s
Chapter 11 case asks the U.S. Bankruptcy Court for the District of
Minnesota to postpone the hearing to consider the U.S. Trustee's
conversion of the bankruptcy case to Chapter 7 liquidation.  The
Committee wants the hearing deferred at least until July 16, when
the Bankruptcy Court is scheduled to consider approval of the
disclosure statement explaining the Chapter 11 plan for the
Debtor's estate.  The Plan was proposed by the Committee.

As reported in the Troubled Company Reporter on June 16, 2009,
Habbo G. Fokkena, the United States Trustee Region 12, pushed for
the conversion of the Debtors' cases, citing that there is no
business to rehabilitate in Chapter 11 since the Debtors have
liquidated their primary business operations and majority of their
assets.  PLR Acquistion LLC, a joint venture composed of Hilco
Consumer Capital L.P. and Gordon Brothers Brands LLC, acquired all
of the assets.

A full-text copy of the Chapter 11 plan of liquidation sponsored
by the Committee is available for free at:

            http://ResearchArchives.com/t/s?3de2

A full-text copy of the explanatory Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?3de1

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
Company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, are counsel to the Debtors.  Cass Weil, Esq., James A.
Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss & Barnett,
have been tapped as special counsel.  The law firms of Baker &
McKenzie and C&A Law represent the Debtors as special foreign
legal counsel.  Paul Hastings, Janofsky & Walker LLP, and Faegre &
Benson LLP represent the Committee.

According to the Company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other debtor-affiliates filed
separate petitions for Chapter 11 relief on October 11, 2008
(Bankr. D. Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq.,
at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PROVIDENT ROYALTIES: Blames Fall in Energy Prices for Bankruptcy
----------------------------------------------------------------
Provident Royalties LLC, together with 25 affiliates, filed for
Chapter 11 before the U.S. Bankruptcy Court for the Northern
District of Texas, in Dallas, because of a fall in energy prices.

Provident owes $150 million to an affiliate of Sinclair Oil Corp.
on a secured credit along with $25 million also owing to Sinclair
on a subordinated secured loan.  Trade suppliers are owed another
$10.1 million.  Some are claiming a lien on Provident's properties
that would be subordinate to the Sinclair loans.  Provident also
financed its business by selling $485 million in non-voting equity
interests to 7,700 investors.  The Company failed to make dividend
payments to the investors earlier this year and also was in
default on the Sinclair loans.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case.
Kristen N. Beall, Esq., at Patton Boggs, LLP, represents the
Debtors in their Chapter 11 efforts.  Epiq Bankruptcy Solutions,
LLC, is the claims and noticing agent.  The Company estimated
assets and debts of $100 million to $500 million.


QUICKSILVER RESOURCES: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit on Quicksilver Resources Inc. to 'B+' from 'B'.  At the
same time, S&P removed the rating from CreditWatch, where it had
been placed with positive implications on June 18, 2009.

Quicksilver's recently issued $600 million senior unsecured notes
due 2016 and its previously issued unsecured notes due 2015 both
retain their 'B' issue-level rating, one notch lower than the
corporate credit rating.  However, S&P revised the recovery rating
on both notes to '5', indicating modest (10%-30%) recovery in the
event of a payment default, from '4'.  S&P withdrew the rating on
the company's second-lien term loan facility because it has been
repaid.

S&P raised the rating on the company's $350 million subordinated
notes due 2016 and $150 million convertible subordinated
debentures due 2024 to 'B-' (two notches below the corporate
credit rating) from 'CCC+'.  The recovery rating remains unchanged
at '6', indicating expectations of negligible (0%-10%) recovery in
the event of a payment default.

"The rating actions follow the company's announcement that it has
issued bonds for $600 million and closed on its previously
announced asset sale," said Standard & Poor's credit analyst Amy
Eddy.  "Both of these events have allowed it to repay its second-
lien facility, which eliminates asset coverage covenants that had
been weighing on the rating.  Furthermore, the company upsized the
bond offering to $600 million from $425 million, resulting in pro
forma liquidity of more than $475 million."

Pro forma for the recent bond offering, asset sale, and repayment
of the second-lien facility the Fort Worth, Texas-based
Quicksilver had more than $2.5 billion in total adjusted debt.

Pro forma for the asset sale in the Barnett Shale, Quicksilver's
reserve base will still be relatively large at close to
2.2 trillion cubic feet equivalent, composed almost entirely of
natural gas and gas liquids, with 86% located in the Barnett Shale
formation in Texas and the remainder in Canada.  The Eni alliance
will result in average daily production decreasing by less than 5%
to roughly 317 million cubic feet equivalent (mmcfe).  The
company's reserve life will still be long at more than 17 years.

The outlook is stable.  Given the current commodity price
environment, and Quicksilver's highly leveraged financial profile,
an upgrade is unlikely in the near term.  S&P could take a
negative rating action if interest coverage drops below 3x or if
debt to EBITDA increases above 5.5x.


RATHGIBSON INC: Moody's Downgrades Corporate Family Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service lowered RathGibson Inc.'s ratings,
including the corporate family rating and probability of default
ratings, which were lowered to Ca from Caa2.  The rating outlook
is negative.  Simultaneously, Moody's affirmed the SGL-4
speculative grade liquidity rating.

These actions follow the company's disclosure of weaker than
expected first quarter performance combined with a pronounced
deterioration in its liquidity profile.  The Ca corporate family
rating reflects Moody's opinion that RathGibson will likely
require significant operational and/or financial restructuring
over the near term to respond to the continued, substantial
weakening in its end markets amidst an overlevered capital
structure.  EBITDA fell sharply in the first quarter as the
company experienced a 77% year-over-year decline in gross profit
per foot accompanied by a drop in demand for volumes of most
stainless steel and alloy tubular products.  Minimal cash, an
uncertain ability to maintain access to the limited availability
under its revolving credit facility, and a large interest payment
on August 15 compound the operational challenges.  In its 2010
first quarter filing for the period ending April 30, 2009, the
company expressed uncertainty as to its ability to continue
operating as a going concern and noted that it was actively
pursuing strategic and financial alternatives.

RathGibson reportedly obtained waivers from its bank lenders in
May 2009 to remedy non-compliance with solvency requirements and
overdue financial statements.  The amendment increased bank debt
pricing, modified the borrowing base calculation, and imposed
minimum liquidity requirements.  However, Moody's views this as a
temporary solution in light of the company's very limited revolver
availability and the stringent liquidity requirements imposed
ahead of the interest payment in August.  Moreover, the company
faces the possibility of further constraints once the appraisals
of its inventory and property, plant and equipment are complete,
and some suppliers have reportedly tightened payment terms.  As a
result, Moody's believes that compliance with the terms of the
amended credit agreement requirement is unlikely.

The negative outlook reflects Moody's expectation that the
operating environment will remain weak over the near term,
liquidity will remain precariously tight, and RathGibson will
likely be challenged to make its $11.25 million interest payment
due on August 15, 2009.  The ratings could be lowered further in
the event of a debt restructuring or bankruptcy filing.

Ratings affected by the actions include:

  -- Corporate Family Rating lowered to Ca from Caa2

  -- Probability of Default Rating lowered to Ca from Caa2

  -- Senior unsecured note rating lowered to Ca (LGD 4; 65%) from
     Caa2 (LGD 3; 45%)

  -- Outlook remains negative

  -- SGL Rating affirmed at SGL-4

The prior rating action was on February 11, 2009, when the
corporate family rating of RathGibson was downgraded to Caa2 from
B3.

RathGibson's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of RathGibson's core industry and RathGibson's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

RathGibson is a manufacturer of highly engineered premium
stainless steel and alloy welded and seamless tubular products.
The company is headquartered in Lincolnshire, Illinois and has
operations in Janesville, WI; North Branch, NJ; Clarksville, AK;
and Marrero, LA.  During the twelve-month period ending April 30,
2009, RathGibson had approximately $292 million of revenues.


RAY LYLE COVINGTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ray Lyle Covington, Jr.
        6000 Rutledge Hill Road
        Columbia, SC 29209

Bankruptcy Case No.: 09-04624

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Jane H. Downey, Esq.
                  Moore Taylor & Thomas PA
                  1700 Sunset Blvd
                  PO Box 5709
                  West Columbia, SC 29171
                  Tel: (803) 796-9160
                  Email: jane@mttlaw.com

Total Assets: $2,205,700

Total Debts: $5,610,535

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/scb09-04624.pdf

The petition was signed by Ray Lyle Covington, Jr.


RAYMOND PORTER: U.S. Trustee Sets Meeting of Creditors for July 13
------------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Raymond W. Porter's Chapter 11 case on July 13, 2009, at
2:00 p.m.  The meeting will be held at 200 Jefferson Ave, Room
400, Memphis, Tennessee.

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.

Germantown, Tennessee-based Raymond W. Porter filed for Chapter 11
on June 5, 2009 (Bankr. W. D. Tenn. Case No. 09-26043).  Russell
W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC,
represents the Debtor in its restructuring efforts.  The Debtor
listed assets of $10,352,500 and debts of $15,083,501.


REAL MEX: S&P Raises Corporate Credit Rating to 'B-' From 'CCC'
---------------------------------------------------------------
Standard & Poor's Rating Services said that it raised its
corporate credit ratings on the Cypress, California-based Real Mex
Restaurants Inc. to 'B-' from 'CCC'.  Previously, the rating was
unsolicited; at this time and going forward it is now interactive.
The company plans to privately place $110 million of senior
secured notes to refinance its current senior secured notes due in
April 2010.

"The action extends the company's maturity profile, which provides
it with additional financial flexibility in the near term," said
Standard & Poor's Credit analyst Charles Pinson-Rose. The outlook
is stable.

S&P also assigned a '3' recovery rating and 'B-' issue-level
rating to the proposed note issuance.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery of
principal in the event of default.

The company now has greater financial flexibility as it has
extended its maturity schedule.  The company's entire capital
structure was to mature next year, and now the company will have
no maturities until 2012.  Previous ratings incorporated the
liquidity risk associated with the company's capitalization,
given uncertainty of available debt financing for the company and
its weak operating trends.  Currently, S&P expects Real Mex to
have adequate near-term liquidity as it cuts administrative
spending and capital investment significantly, which should allow
it to generate free cash flow, despite the higher interest costs
of the new debt.

The ratings on Real Mex reflect the company's highly leveraged
capital structure and its participation in the intensely
competitive casual dining restaurant industry.


RED SHIELD: Court Confirms Joint Plan of Reorganization
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine confirmed on
June 4, 2009, Red Shield Environmental, LLC and RSE Pulp &
Chemical, LLC's Joint Plan of Reorganization dated April 23, 2009,
pursuant to section 1129 of the Bankruptcy Code.

The Court appointed John Thibodeau, of Windsor Associates, as
disbursing agent and liquidating trustee.

As reported in the Troubled Company Reporter on May 6, 2009, the
Court approved the adequacy of the disclosure statement with
respect to the Debtors' Joint Plan of Reorganization dated
April 23, 2009.  The Plan contemplates the distribution to
creditors and interest holders of the remaining proceeds from the
sale of the Debtors' assets, as well as possible proceeds of
certain causes of action.  The balance of the sale proceeds is
slightly in excess of $7,000,000, after taking into account all
previous payments and distributions authorized by the Court.

Unsecured claims will be paid pro rata from Plan Cash until paid
in full or to the extent of all Plan Cash, without interest.

Preferred Interests will receive the balance of Plan Cash, if any,
after payment in full of Classes 1 through 15.  Preferred
interests will be cancelled after the completion of payments under
the Plan.  Common interests are not expected to receive any
payments under the Plan.

The Plans places the various claims against and interests in the
Debtors into 17 classes.

  Class   Description               Treatment
  -----   -----------               ---------

    1     Allowed Secured Claims    Class 1 claims were paid in
          of Whitebox               full from the Asset Sale
                                    Proceeds.

    2     Allowed Secured Claims    Class 2 claims were paid in
          of FAME                   full from the Asset Sale
                                    Proceeds.

    2(a)  Allowed Secured Claims    Impaired.
          of Old Tower Water
          District and City of

    3     Preti Claims              The Preti claims have been
                                    paid in full.

    4     Allowed Secured Claims,   Impaired.  The Class 4 claim
          if any, of CES            will be paid in accordance
                                    the Court's order dated
                                    April 14, 2009.

    5     Allowed Secured Claims,   Impaired.
          if any, of Foresight
          Engineering PC

    6     Sullivant & Merritt       The Sullivan & Merritt claim
          Claim                     has been paid in full.

    7     Allowed Secured Claim,    Impaired.  The Class 7 claim
          if any, of PSC            will be paid in accordance
          Industrial Outsourcing,   with the Court's order dated
          Inc.                      April 10, 2009.

    8     Allowed Secured Claim,    Impaired.  The Class 8 claim
          if any, of St. Germain    will be paid in accordance
          & Associates, Inc.        with the Court's order dated
                                    April 21, 2009.

    9     Allowed Secured Claim,    Impaired.
          if any, of Thornton
          Construction, Inc.

   10     Allowed Secured Claim,    Impaired.  The Class 10 claim
          if any, of Zampell        will be paid in accordance
          Refractories, Inc.        with the Court's order dated
                                    April 10, 2009.

   11     Allowed Secured Claim,    Impaired.  The Class 11 claim
          if any, of Global Metal   will be paid in accordance
          Fabrication, LLC          with the Court's order dated
                                    April 17, 2009.

   12     Allowed Secured Claim,    Impaired.
          if any, of A.H.
          Lundberg Associates,
          Inc.

   13     Allowed Secured Claim,    Impaired.  The Class 13 claim
          if any, of Wilcox         will be paid in accordance
          Wilcox Electric, Inc.     with the Court's order dated
                                    April 9, 2009.

   14     Priority Claims           Impaired.

   15     Unsecured Claims not      Impaired.  Class 15 claims
          otherwise classified      will be paid pro rata from
                                    Plan Cash until paid in full
                                    or to the extent of all Plan
                                    Cash, without interest.

   16     Preferred Interests       Impaired.  Class 16 interests
                                    will receive the balance of
                                    Plan Cash, if any, after
                                    payment in full of Classes 1
                                    through 15.  Class 16
                                    interests will be cancelled
                                    after the completionof
                                    payments under the Plan.

   17     Common Interests          Impaired.  Class 17 interests
                                    are expected to take nothing
                                    and receive no payments under
                                    the Plan.

Claims under Class 2(a), Class 5, Class 9, Class 12 and Class 14
will be paid in full, without interest, from Plan Cash.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Plan of Reorganization is available for free at:

            http://bankrupt.com/misc/RedShield.DS.pdf

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The Company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case Nos. 08-10633), blaming increases in
material and fuel costs.  Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represents the Debtors in their
restructuring efforts.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson
Hinckley & Keddy, P.A., represent the official committee of
unsecured creditors as counsel.  When Red Shield filed for
protection from its creditors, it listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


RESTRICTED GROUP: Refinancing Risks Cue Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the credit ratings of the
Restricted Group of Mercer International Inc., while concurrently
placing the ratings on review for possible further downgrade.  The
Corporate Family Rating and Probability of Default Rating were
lowered to Caa1 from B2, the rating on the senior unsecured notes
was lowered to Caa2 from B2 and the Speculative Grade Liquidity
Rating was lowered to SGL-4 from SGL-3.

These rating actions incorporate the refinancing risk associated
with upcoming debt maturities and the considerable deterioration
in Mercer's revenue, margins and liquidity profile.  A steep
decline in the selling price of Northern Bleached Softwood Kraft
(NBSK) pulp, compounded by the recent deterioration in the US
dollar against both the euro and the Canadian dollar, has led to
net price realizations that Moody's views as unsustainable.  While
global pulp demand and pricing appear to have stabilized in recent
weeks (at depressed levels), Moody's does not project a material
rebound in NBSK selling prices until supply is further curtailed.
Meanwhile, the alternative fuels tax credit in the U.S. -- and the
recently announced program in Canada -- may be incentivizing
otherwise unprofitable kraft pulp producers to continue
production.  Hence, Moody's believes Mercer's operating results
will continue to be challenged over the intermediate term.

The downgrade in the liquidity rating to SGL-4 reflects the near-
term maturity of both of Mercer's revolvers (due in February and
May 2010), a modest cash balance (EUR28 million at March 31, 2009)
and Moody's expectation of negative free cash flow over the next
four quarters, despite likely working capital and input cost
improvements.  Additionally, refinancing risk on the US$67 million
senior subordinated convertible notes due October 15, 2010
(unrated by Moody's) is becoming increasingly higher as this
maturity date approaches.

The review for possible downgrade will focus on Mercer's medium-
term liquidity and the viability of its capital structure,
including the potential impact of the Canadian Pulp and Paper
Green Transformation Program, whether financing is obtained for
Celgar's green energy project, and Mercer's refinancing plan for
the upcoming debt maturities of its Celgar and Rosenthal revolving
credit facilities and the senior subordinated convertible notes.

Moody's downgraded these ratings:

  -- $310 million 9.25% senior unsecured notes due February 2013,
     to Caa2 (LGD4, 58%) from B2 (LGD4, 51%)

  -- Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

  -- Corporate Family Rating, to Caa1 from B2

  -- Probability of Default Rating, to Caa1 from B2

The last rating action occurred on August 21, 2006 when Moody's
affirmed Mercer's existing ratings.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a global
producer of NBSK pulp.  Moody's ratings cover the Restricted
Group, which includes the Celgar and Rosenthal pulp mills but
excludes the Stendal mill.  Annual production capacity of the
Restricted Group is approximately 820,000 ADMTs (air-dried metric
tones) and revenue for the twelve months ended March 31, 2009, was
EUR391 million.


RH DONNELLEY: U.S. Trustee Adds 2 Members to Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
appointed two additional members to the Official Committee of
Unsecured Creditors in R.H. Donnelley Corporation and its debtor
affiliates' Chapter 11 cases.

After Wilmington Trust Company and Law Debenture Trust Company
were added, the Creditors Committee now consists of:

  (1) Communication Workers of America
      Attn: T. Daley
      501 Third Street, NW
      Washington, DC 20001
      Phone: 202-434-9515

  (2) RR Donnelley & Sons Company
      Attn: Daniel Pevonka
      3075 Highland Pkwy.
      Downers Grove, IL 60515
      Phone: 630-322-6931
      Fax: 630-322-6052

  (3) Web.com Holding Company
      Attn: Kevin M. Carney
      12808 Gran Bay Pkwy. West,
      Jacksonville, FL 32258
      Phone: 904-680-6623
      Fax: 904-880-0350

  (4) The Bank of New York Mellon, as Indenture Trustee
      Attn: Bridget M. Schessler
      525 William Penn Place, 7th Floor
      Pittsburgh, PA 15259
      Phone: 412-234-7967
      Fax: 412-236-9271

  (5) PIMCO High Yield Fund
      Attn: Arthur Y.D. Ong
      840 Newport Center Drive
      Newport Beach, CA 92660
      Phone: 949-720-6378
      Fax: 949-720-6361

  (6) Wilmington Trust Company
      Attn:  James J. McGinley
      520 Madison Avenue
      New York, NY 10022
      Tel no. 212-484-3900
      Fax no. 212-484-3990

  (7) Law Debenture Trust Company of New York
      James D. Heaney, Managing Director
      400 Madison Avenue, 4th Floor
      New York, NY 10017
      Tel no. 646-747-1252
      Fax no. 212-750-1361

The Bank of New York and Web.com Inc. are listed among the
Debtors' largest unsecured creditors.  BoNY, as the trustee under
several indentures of senior notes issued by the Debtors before
the Petition, holds these prepetition claims:

  Indenture                                    Claim Amount
  ---------                                    ------------
  8.875% Senior Notes due 2016                $2,242,600,000
  6.875% Senior Notes due 2013                  $975,200,000

Web.com holds a $248,287 prepetition trade payable claim.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Proposes Deloitte as Financial Advisors
-----------------------------------------------------
R.H. Donnelley Corp. and its affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Financial Advisory Services LLP as financial advisor and
administrative services provider nunc pro tunc to the Petition
Date.

The Debtors relate that they have reviewed the qualifications and
experience of Deloitte FAS' personnel and believe that they have
considerable experience in advising debtors and assisting various
parties-in-interest in restructuring and other business
combination transactions, both inside and outside of Chapter 11
proceedings.

As the Debtors' financial advisor and administrative services
provider, Deloitte FAS will:

A. Financial Advisory Services

  (a) advise the Debtors in connection with their implementation
      of strategies related to the Debtors' business plan and
      other matters relating to the restructuring of the
      Debtors' business operations;

  (b) assist the Debtors in understanding the business and
      financial impact of various operational, financial and
      strategic restructuring alternatives;

  (c) advise the Debtors in their preparation of appropriate
      contingency plans to reflect the impact of restructuring
      alternatives and assist in their revision of relevant cash
      flow projections and business plans;

  (d) advise the Debtors in connection with their preparation of
      various financial reports;

  (e) advise the Debtors with communications and negotiations,
      under the Debtors' guidance, with creditors, lenders,
      customers, suppliers and other parties-in-interest;

  (f) assist the Debtors in their refinement of their cash
      management and cash flow forecasting process; and

  (g) provide advice and recommendations with respect to other
      related matters as the Debtors may request from time to
      time;

B. Bankruptcy Administrative Services

  (h) advise the Debtors' management with various contingency
      planning processes, including the development of creditor
      matrix, cash control procedures, ledger and accounts
      payable system cutoffs and vendor management programs;

  (i) advise the Debtors' management in setting up reporting
      processes required in chapter 11 proceedings, including
      preparation of statements of financial affairs and
      schedules of assets and liabilities, development of
      monthly reports and other necessary chapter 11 reporting
      information;

  (j) assist the Debtors' management through claims
      administration processing as the Debtors review and
      reconcile the claims of their creditors and respond to
      creditors in connection with the Chapter 11 proceedings;
      and

  (k) provide advice and recommendations with respect to other
      related matters as the Debtors or their professionals may
      request from time to time.

The Debtors will pay Deloitte Touche for its services according
to this fee structure:

  * A $200,000 retainer payable upon execution of an engagement
    letter.  The Retainer will be credited against any unpaid
    prepetition invoices and untilled fees, charges, and
    disbursements.  Postpetition fees, charges, and
    disbursements will be due and payable immediately upon entry
    of an order from the Court approving the payment or at a
    time thereafter as instructed by the Court.  All unused
    portion of the Retainer will be held by Deloitte F AS and
    applied against any postpetition fees, charges, and
    disbursements that are approved by the Court.

  * All fees, both pre and postpetition, will be based on the
    time required by Deloitte FAS' professionals to complete the
    engagement.  The Hourly Rates for the engagement are:

       Partner/Principal/Director            $875
       Senior Manager                        $760
       Manager                               $655
       Senior Associate:                     $500
       Associate                             $400

  * Notwithstanding, Deloitte FAS has agreed to reduce its fees
    relating to any BA Services so that its blended Hourly Rate
    does not exceed $350 per hour for the duration of any BA
    Services provided, and has further agreed to the following
    discounted Hourly Rates relating to any FA Services:

       Partner/Principal/Director            $625
       Senior Manager                        $550
       Manager                               $475
       Senior Associate                      $400
       Associate                             $350

  * Deloitte F AS will also seek reimbursement for all necessary
    and reasonable out-of-pocket expenses.

William J. Fasel, a director of Deloitte FAS, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and does not hold or
represent an interest adverse to the Debtors' estates.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Seeks to Hire Professionals in the Ordinary Course
----------------------------------------------------------------
R.H. Donnelley Corp. and its affiliates customarily need the
services of various attorneys, accountants, and other
professionals to represent them in matters arising in the ordinary
course of their business, unrelated to their Chapter 11 cases.  A
list of those OCPs employed by the Debtors as of the Petition Date
is available for free at:

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

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ the OCPs without the
necessity of a separate, formal retention application approved by
the Court for each OCP.  The Debtors also seek the Court's
authority to pay each OCP for postpetition services rendered and
expenses incurred.

The Debtors further seek the Court's permission to employ
additional OCPs not included in the current list as future
circumstances require without the need to file individual
employment applications.

According to the Debtors' proposed counsel, James F. Conlan,
Esq., at Sidley Austin LLP, the Debtors' desire to continue
employing the services of the OCPs while operating as debtors-in-
possession under the Bankruptcy Code to enable them to continue
normal business activities that are essential to their
stabilization and reorganization efforts.  He adds that the work
of the OCPs, even if only ordinary course, is directly related to
the preservation of the value of the Debtors' estates, even
though the amount of fees and expenses incurred by the OCPs
represents only a small fraction of that value.

Mr. Conlan argues that it would severely hinder the
administration of the Debtors' estates if the Debtors were
required to:

  (a) submit to the Court an application, affidavit, and
      proposed retention order for each OCP;

  (b) wait until the order is approved before the OCP continues
      to render services; and

  (c) to withhold payment of the normal fees and expenses of the
      OCPs until they comply with the compensation and
      reimbursement procedures applicable to Chapter 11
      Professionals.

                      U.S. Trustee Objects

Roberta A. DeAngelis, acting United States Trustee for Region 3,
asks the Court to deny the Debtors' request.

To the extent that the Debtors are authorized to retain
professionals without submission of formal retention applications
and formal fee applications, each professional should be required
to submit its invoices periodically to give parties-in-interest a
reasonable amount of time to object to that professional's fees
and disbursements, the U.S. Trustee asserts.

In the absence of additional information regarding the particular
professionals involved and the nature of the services they
provide, the per-professional cap of $40,000 per month asked by
the Debtors may be excessive, the U.S. Trustee complains.  She
suggests that it would be more appropriate to establish a lower
monthly cap.

The retention of professionals without a formal application
process may impair full and fair disclosure of the terms of each
professional's engagement, including among other things
indemnification and limitation of liability provisions running in
favor of the professional, the U.S. Trustee points out.

The U.S. Trustee further notes that the Debtors are seeking to
employ Deloitte Financial Advisory Services LLP as their
financial advisor and administrative services providers.
However, she contends that it is unclear why the Debtors need to
engage PricewaterhouseCoopers and Ernst & Young to provide
accounting and consulting services.  More specific and detailed
information should be provided to justify the Debtors' employment
of all the "Big Four" accounting firms and to demonstrate that
the services the accounting firms are providing are truly
"ordinary course" and not in any way integral to the bankruptcy
cases.

"If the services are peripheral rather than integral, it is also
questionable whether they need be provided by such prominent and
expensive accounting and law firms," the U.S. Trustee tells the
Court.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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



RH DONNELLEY: CP&L Balks at Utility Injunction, Deposit Amount
--------------------------------------------------------------
Carolina Power & Light Company, doing business as Progress Energy
Carolinas, asks the U.S. Bankruptcy Court for the District of
Delaware to deny the request of R.H. Donnelley Corp. and its
debtor-affiliates to bar utilities from discontinuing service
arguing that the Debtors filed their request without evidence or
supporting documentation to establish that the Debtors' offer to
deposit $750,000, supposedly representing 50% of the Debtors'
estimated monthly utility charges, into a segregated account
constitutes adequate assurance of payment.

On behalf of Carolina Power, John D. Demmy, Esq., at Stevens &
Lee P.C., in Wilmington, Delaware, contends that, with respect to
the Escrow Account, the Debtors failed to (i) identify who would
hold the Escrow Account, (ii) how Carolina Power would access the
Escrow Account, or (iii) what would happen to the monies contained
in the Escrow Account in the event of a default by the Debtors
concerning their use of cash collateral.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Anonymous Dex Media Vet Wants Case Scrutinized
------------------------------------------------------------
In a letter addressed to Judge Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware, an employee of Dex Media who
refused to divulge his name, asked Judge Gross for further
scrutiny of R.H. Donnelley Corp. and its affiliates' Chapter 11
cases.

In his letter, the anonymous former employee tells the Court of
the turmoil within the company after Dex Media merged with R.H.
Donnelley Corporation.  Specifically, the anonymous former
employer says he was dismayed when the new management "decided to
headquarter all information technology in North Carolina with no
regard for business knowledge, skills set availability."  The
former employee pointed out that the economic depression, in
general, contributed to the problem, however, the "technology
hit" was the hardest.  He said Dex Media's loyal customers
defected in droves after having to call multiply departments, many
of which are off-shore, and spend hundreds of hours re-explaining
their advertising problem created by systems issues.

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

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RH DONNELLEY: Credit Default Swaps Auctioned at 4.875% on June 11
-----------------------------------------------------------------
In a June 11, 2009 auction to determine the value of R.H.
Donnelley Corp.'s credit default swaps, R.H. Donnelley CDs
recovered 4.875 percent, the Associated Press reports.

AP explained that sellers will need to pay buyers $9.51 million
per $10 million of insurance.

                      About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC and Dex Media West LLC, filed for Chapter 11
protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment
on its senior unsecured notes due April 15.  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E.
Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in
Chicago, Illinois represent the Debtors in their restructuring
efforts.  Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
serve as the Debtors' local counsel.  The Debtors' financial
advisor is Deloitte Financial Advisory Services LLP while its
investment banker is Lazard Freres & Co. LLC.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RIDGEWALK HOLDINGS: Section 341(a) Meeting Slated for July 2
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Ridgewalk Holdings, LLC's Chapter 11 case on July 2, 2009, at
10:00 a.m.  The meeting will be held at Third Floor - Room 363,
Richard B. Russell Bldg., 75 Spring Street, SW, Atlanta, Georgia.

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.

Atlanta, Georgia-based Ridgewalk Holdings, LLC, filed for Chapter
11 on June 1, 2009 (Bankr. N. D. Ga. Case No. 09-73918).  William
C. Griffith, Jr., Esq., represents the Debtor in its restructuring
efforts.  The Debtor has assets and debts both ranging from
$10 million to $50 million.


RITE AID: Posts $98.4MM Net Loss for Fiscal First Quarter
---------------------------------------------------------
Rite Aid Corporation reported revenues of $6.5 billion and a net
loss of $98.4 million or $0.11 per diluted share for its fiscal
first quarter ended May 30, 2009.  Adjusted EBITDA was
$249.2 million or 3.8 percent of revenues.

Revenues for the 13-week first quarter were $6.5 billion versus
revenues of $6.6 billion in the prior year first quarter.
Revenues declined 1.2 percent, primarily as a result of store
closings.

Net loss for the first quarter was $98.4 million or $0.11 per
diluted share compared to last year's first quarter net loss of
$156.6 million or $0.20 per diluted share.  Contributing to this
quarter's net loss was a $67.0 million non-cash charge related to
store closings partially offset by a $20.0 million gain on asset
sales, including prescription files.

In the first quarter, the company opened 10 stores, relocated 17
stores, remodeled 3 stores and closed 86 stores.  Stores in
operation at the end of the first quarter totaled 4,825.

At May 30, 2009, Rite Aid has $8,019,180,000 in total assets and
$9,309,811,000 in total liabilities, resulting in $1,290,631,000
in stockholders' deficit.

The Company completed the refinancing of a portion of its
September 2010 debt maturities as part of a comprehensive
refinancing plan launched in the first quarter.  The Company said
it has completed the refinancing of its $145 million Tranche 1
Term Loan and partially completed the refinancing if its
$1.75 billion senior secured revolving credit facility with new
facilities that include a $525 million term loan due June 2015 and
$410 million of 9.750% Senior Secured Notes due June 2016.

Additionally, the Company said it has received commitments for
$960 million of its proposed new $1.0 billion senior secured
revolving credit facility due September 2012, which will be used
to refinance the remainder of its existing revolving credit
facility.

As a result of the refinancing, the Company said fiscal 2010
interest expense guidance will increase by $55 million which was
not included in its fiscal 2010 net loss guidance.  As a result of
the higher interest expense, the Company expects net loss for
fiscal 2010 to be between $265 million and $490 million or a loss
per diluted share of $.33 to $.59.  The Company reaffirmed its
fiscal 2010 guidance for sales, adjusted EBITDA and capital
expenditures.

"We are pleased with our first quarter results as we continued to
build on the improvements we made in the last several quarters.
We grew pharmacy sales, improved adjusted EBITDA by operating more
efficiently and continued to take costs out of the business while
at the same time our customer satisfaction ratings improved," said
Mary Sammons, Rite Aid Chairman and CEO.

"We are in a much stronger financial position today with the
significant improvement in cash flow and liquidity we achieved in
the first quarter and the progress we have made refinancing a
major portion of our September 2010 debt maturities," Ms. Sammons
continued.  "The increase in liquidity gives us ample funds to
execute our business plan and the extended maturities give us more
time for our initiatives to continue to improve our performance.
We are not just changing our business to weather the current
economic storm.  We are changing the way we operate for the long
term."

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the
nation's leading drugstore chains with more than 4,800 stores in
31 states and the District of Columbia and fiscal 2009 annual
revenues of more than $26.3 billion.


ROBERT MANUFACTURING: Section 341(a) Meeting Slated for July 6
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Robert Manufacturing Co's Chapter 11 case on July 6, 2009, at
2:30 p.m.  The meeting will be held at 3685 Main St., Suite 300,
Riverside, 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.

Rancho Cucamonga, California-based Robert Manufacturing Co. filed
for Chapter 11 on May 27, 2009 (Bankr. C. D. Calif. Case No. 09-
21395).  Franklin C. Adams, Esq., at Best Best & Krieger LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


SABRE HOLDINGS: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on travel distributor Sabre Holdings Corp., including the long-
term corporate credit rating, to 'B' from 'SD' (selective
default).  The outlook is now negative.  S&P also raised its
issue-level rating on Sabre Holdings' senior notes due 2011 to
'CCC+' from 'D', and the recovery rating is '6', indicating S&P's
expectation that lenders would receive negligible (0%-10%)
recovery of principal in the event of a payment default.  S&P
based these actions on S&P's review of Sabre Holdings' credit
profile after the repurchase of its debt.

The ratings on Sabre Holdings and its major operating subsidiary
Sabre Inc. reflect a highly leveraged financial profile and
limited access to capital after its 2007 acquisition by private
equity firms, and the cyclical nature of the travel industry, in
which the company participates as a distributor and marketer.  The
ratings also incorporate the company's leading position in this
segment of the travel market, and the free cash flow this
business typically generates.  Sabre Holdings' businesses include
GDS (global distribution systems which travel agents use), on-line
travel distribution (Travelocity), and solutions and consulting
for travel providers.

The expected, ongoing significant decline in travel demand will
hurt Sabre Holdings' revenues, earnings, and cash flow through at
least 2009, with only modest improvement expected in 2010.  As a
result, S&P does not foresee any material debt reduction or
improvement in the company's financial profile until 2011.  If the
decline in travel is longer and deeper than S&P expected,
resulting in debt to EBITDA of more than 9x on a sustained basis,
S&P could lower the ratings.

"If the decline in travel is shorter and shallower than S&P
expected or the company realizes greater-than-expected cost
reductions, this could result in greater-than-expected free cash
flow and debt amortization," said Standard & Poor's credit analyst
Betsy R. Snyder.  If this happens, with a decline in debt to
EBITDA to below 8x, Standard & Poor's could revise the outlook to
stable.

"However, even with a greater-than-expected decline in EBITDA and
a tightening leverage covenant in its credit facility, S&P
believes the company will continue to have adequate cushion
through 2009," she continued.


SALMA CHAWI: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Salma B. Chawi
           aka Salma Haddad Chawi
        5036 Manchester Ct
        Granite Bay, CA 95746

Bankruptcy Case No.: 09-32876

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  424 2nd St #A
                  Davis, CA 95616
                  Tel: (530) 297-5030

Total Assets: $1,902,247

Total Debts: $3,064,132

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

          http://bankrupt.com/misc/caeb09-32876.pdf

The petition was signed by Salma B. Chawi.


SCO GROUP: Can't File Financial Results for Period ended April 30
-----------------------------------------------------------------
The SCO Group, Inc., disclosed in a filing with the Securities and
Exchange Commission that it will not be able to file its Form 10-Q
for the three months and six months ended April 30, 2009, by the
prescribed due date.

The Debtors relate that they need additional time to file a
complete and accurate Form 10-Q.  The Debtors are engaged in the
preparation of documents and the key hearing in connection with
the bankruptcy proceedings scheduled for June 15, 2009, and
July 27, 2009.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SCOTTISH RE: Fitch Downgrades Issuer Default Rating at 'CC'
-----------------------------------------------------------
Fitch Ratings has downgraded Scottish Re Group Limited's Issuer
Default Rating to 'CC' from 'CCC'.  Fitch affirmed the Insurer
Financial Strength of Scottish Re (U.S.) Inc. at 'CCC'.  Fitch is
withdrawing all SKRRF ratings.  Fitch will not provide analytical
coverage on SKRRF or its subsidiaries.

Fitch has downgraded and withdrawn these ratings:

Scottish Re Group Ltd.

  -- IDR to 'CC' from 'CCC'.

Fitch has affirmed and withdrawn these ratings:

Scottish Re (U.S.) Inc.

  -- IFS rating at 'CCC'.

Fitch has withdrawn these ratings:

Scottish Annuity & Life Insurance Company

  -- IFS rating at 'CCC'.

Stingray Pass-Through Trust

  -- $325 million 5.902% collateral facility securities due Jan.
     12, 2015 at 'CCC/RR4'.

Scottish Re Group Ltd.

  -- 7.25% non-cumulative perpetual preferred stock at 'C/RR6'.


SEA LAUNCH: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sea Launch Company, L.L.C.
        2700 Nimitz Road
        Long Beach, CA 90802

Bankruptcy Case No.: 09-12153

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sea Launch Limited Partnership                     09-12154
Platform Company L.D.C.                            09-12155
Platform Limited Partnership                       09-12156
Sea Launch ACS Limited                             09-12157
Sea Launch ACS Limited Partnership                 09-12158

Type of Business: Sea Launch is an international partnership
                  of American, Russian, Ukrainian and Norwegian
                  businesses that provides heavy lift launch
                  service for commercial customers.

Chapter 11 Petition Date: June 22, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Joel A. Waite, Esq.
                  Kenneth J. Enos, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Boeing Commercial Space Co.    Loans             $977,533,990
P. O. Box 3707
Seattle, Washington 98124
Tel: (206) 655-1131

Aker Maritime Finance AS       Loans             $312,744,106
Lilleakerveien 8
P.O. Box 245, Lilleaker
NO-0216 Oslo
Norway
Tel: +47 24 13 00 00
Fax: +47 24 13 01 01

PO Yuzhnoye Mashinostroitel    Trade Debt        $140,665,041
Ny Zavod P.A
1, Krivorozhskaya Street
Dniepropetrovsk, 49008
Ukraine

S. P. Korolev Rocket and       Trade Debt        $74,135,335
Space Corporation Energia
Russia 141070
Moscow Region, Korolev
4a Lenin Street
Tel: (495) 513-7248
Fax: (495) 513-8620

Hughes Network Systems, LLC    Arbitration       $52,300,000
11717 Exploration Lane
Germantown, MD 20876
1999 Avenue of the Stars
Suite 1400
Los Angeles, CA 90067
Tel: (310) 785-4725
Fax: (310) 785-4601

ING Bank N.V.                  Loans             $43,888,889
1 South Orange Street
Wilmington, DE 19801
Tel: (800) 464-3473
Fax. (302) 658-7707

Bayerische Landesbank          Loans             $39,351,852
New York Branch
560 Lexington Avenue, 22nd Fl.
New York, N.Y. 10022
Fax: (212) 310-9822

Calyon New York Branch         Loans             $39,351,852
1301 Avenue of the Americas
New York, NY 10019
Tel: (212) 261-7000
Fax: (212) 459-3182

Sumitomo Mitsui Banking        Loan              $33,377,778
Corporation
601 South Figueroa Street
Suite 1800
Los Angeles, CA 90017
Fax: (213) 623-6832

Citicorp USA, Inc              Loan              $31,759,259
388 Greenwich St.
New York, NY 10013

Sanpaolo IMI S.p.A.            Loan              $31,759,259
Piazza San Carlo, 156
10121 Torino

PNC Bank, National             Loans             $30,277,777
Association
One PNC Plaza
249 Fifth Avenue
Tel: (412) 762-2000
Fax: (412) 762-7829
Pittsburgh, PA 15222-2707

AEGON USA Investment           Loan              $30,000,000
Mgmt Inc.
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499- 4333
Fax: (502) 560-2030

JP Morgan Chase Bank, N.A.     Loan              $27,222,222
270 Park Ave, 8th Fl
New York, NY 10017
Tel: (800) 242-7338
Fax: (866) 699-0618

Allstate Life Insurance        Loan              $25,000,000
Company
3075 Sanders Road; Suite G4A
Northbrook, IL 60062
Fax: (847) 326-7032

Hartford Life Insurance        Loans             $25,000,000
Company
P.O. Box 1744
Hartford, CO 06144-1744
Fax: (860) 297-8875

Wachovia Bank, N.A.            Loan              $22,685,185
P.O. Box 536966
Charlotte, NC 28256-3966
Tel: (800) 922-4684

Societe Generale               Loan              $16,666,666
17 Cours Valmy
92972 Paris
La Defense Cedex
France
Tel: (213) 996-8581
Fax: (213) 996-8542

Banca di Roma - San            Loan              $13,611,111
Francisco Branch
1 Market Plaza, Steuart 1000
San Francisco, CA 94105

Massachusetts Mutual Life      Loans             $13,550,000
Insurance Co.
1500 Main Street
Springfield, MA 01115
Fax: (413) 226-2819

Banco Bilbao Vizcaya           Loan              $9,074,074
Argentaria S.A.
580 California St., Ste.1900
San Francisco, CA 94104

Deutsche Bank AG               Loan              $9,074,074
New York Branch
60 Wall Street
New York, NY 10005
Tel: (212) 250-2500

KB Yuzhnoye                    Trade Debt        $6,835,777
3, Krivorozhskaya Street
Dniepropetrovsk, 49008
Ukraine
Tel: +380 56 770 04 47
Fax: +380 56 770 01 25

Boeing-IDS                     Trade Debt        $6,161,677
PO Box 516
St Louis MO 63166-0000

Allstate Insurance Company     Loan              $5,000,000
3075 Sanders Road, STE G5D
Northbrook, IL 60062-7127
Tel: (847) 402-6672

CM Life Insurance Co           Loan              $1,450,000
1500 Main Street
Springfield, MA 01115
Fax: (413) 226-2819

Ukrobonservice State           Trade Debt        $605,628
Enterprise
Lepse Blvd. 4
Kyiv 03067
Ukraine
Tel: +380 44 5866245
Fax: +380 44 5866256

Marsh USA, Inc.                Insurance         $464,749

Port of Long Beach             Lease             $307,500

Barwill Ukraine Ltd.           Trade Debt        $227,891

The petition was signed by Kjell Karlsen, president and general
manager of Sea Launch Co. LLC.


SHELDON GOOD: To Sell Substantially All Assets at July 20 Auction
-----------------------------------------------------------------
Sheldon Good & Company Auctions, Northeast LLC, et al., will sell
at a public auction on July 20, 2009, substantially all of their
assets, free and clear of all liens and encumbrances.

Under an Asset Purchase Agreement dated as of June 3, 2009, the
buyer, who will be identified following the July 20 auction, will
assume certain liabilities of the Sellers including, inter alia,
(1) cure amounts for assumed executory contracts and (2) post
closing liabilities under assumed executory contracts.

The deadline for submission of competing bids is July 8, 2009.

The U.S. Bankruptcy Court for the Southern District of New York
has scheduled a hearing for July 21, 2009 at 10:00 a.m.
(prevailing Eastern Time) to approve the sale of the Debtors'
assets to the successful bidder at the auction.  Objections, if
any, to the proposed sale of the assets contemplated by the
Purchase Agreement must be filed no later than 5:00 p.m. on
July 14, 2009.

Interested parties may contact Heidi J. Sorvino, Esq., at Smith,
Gaimbrell & Russell, LLP at (212) 907-9700.

As reported in the Troubled Company Reporter on June 1, 2009,
Mary Ellen Podmolik at Chicago Tribune said that Sheldon Good will
ask the Court to consider a financing agreement with Cuticelli
Capital, LLC, which could lead to the Company's sale.

Chicago Tribune related that if the Court approves the agreement,
Sheldon Good would receive up to $2 million in debtor-in-
possession financing from Cuticelli Capital, which could also be
established as the "stalking horse" bidder.

Cuticelli Capital is named as "purchaser" in court documents.
Cuticelli Capital chief John Cuticelli Jr. held a management
position at Sheldon Good earlier in his career and has been
involved in real estate acquisition, purchase, development,
redevelopment, and lending since 1974.

New York-based Sheldon Good & Company Auctions, Northeast, LLC,
founded in 1965, is a leading real estate auction marketing firm
with offices in Chicago, New York, Phoenix, and Denver.  The
Company has sold more than 45,000 U.S. and international
properties in more than 100 different asset classes and produced
more than $10 billion in sales.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 24, 2009 (Bankr. S.D.N.Y. Case No. 09-12535).
As reported in the Troubled Company Reporter on April 28, 2009,
The Company filed for bankruptcy to remedy the effects of improper
actions taken by its former chairperson, Steven Good.  These
improprieties, which left the Company with a shortage of reserves
in the face of the current economic downturn, came to light
following his death in January 2009.  Heidi J. Sorvino, Esq., at
Smith, Gambrell & Russell, LLP, assists the Debtors in their
restructuring efforts.  Sheldon Good listed up to $50,000 in
assets and $500,001 to $1,000,000 in liabilities.


SILVER CLUB: Casinos and Affiliates File Ch. 11 in Reno
-------------------------------------------------------
Silver Club and three affiliates filed Chapter 11 petitions on
June 19 before the U.S. Bankruptcy Court for the District of
Nevada, in Reno, with $32.75 million owed to the secured lender
Northern Nevada Asset Holdings LLC.

Silver Club operates slot machines in smaller Nevada casinos.  The
slot machines and casinos are in Hawthorne, Elko, Spring Creek,
Winnemucca, and Sparks, Nevada.  Silver Club and three affiliates
filed for Chapter 11 on June 19, 2009 (Bankr. D. Nev. Case No. 09-
51953).  Judge Gregg W. Zive presides over the case.  Attorneys at
Belding, Harris & Petroni, Ltd., represent the Debtors.  The
Company disclosed that at the time of its Chapter 11 filing, it
had assets of $1,000,001 to $10,000,000 against debts of
$10,000,001 to $50,000,000.


SIX FLAGS: In Dispute with Avenue Capital on Cash Use
-----------------------------------------------------
According to Bloomberg News, the U.S. Bankruptcy Court for the
District of Delaware has allowed Six Flags Inc. and its affiliates
to use cash collateral until July 13, pending a final hearing on
the matter.

Avenue Capital Management II L.P., on behalf of itself and each
of its affiliates that is the holder of, or manager for various
funds or accounts that hold, debt under the Credit Agreement, has
asserted that Six Flags Inc. and its affiliates' request to use
cash collateral should be denied because it is premised on a false
and misleading representation that the so-called "Lenders" have
consented to the use of cash collateral.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, points out that Avenue Capital, one of the largest
holders of debt under the Credit Agreement, has not consented to
the use of Cash Collateral and will not consent unless, among
other things, the Budget and any of modifications must be
acceptable to Avenue Capital, which acceptance will not be
unreasonably withheld, and that the Debtors provide it with
updates and certain documents.

Premier International Holdings, Inc., Six Flags, Inc., and their
debtor affiliates asks the Court to enter a protective order that
relieves them from responding to the discovery, deposition, and
document production requests filed by Avenue Capital Management II
LP.

The Debtors also ask the Court to be relieved from having to
respond on less than two business days notice the Notice of
Deposition and related documents requests e-mailed by counsel for
Avenue Capital Group.  The Deposition Notice, aside from asking
for discovery and document production, demanded Jeffrey R. Speed,
the Debtors' executive vice president and chief financial
officer, make available for copying and inspection seven
categories of documents and appear for deposition on June 19,
2009.

The Debtors complain that Avenue Capital's attempts to conduct an
extremely expedited discovery in advance of the June 23, 2009,
hearing on the Cash Collateral Motion is legally unfounded and
procedurally improper as it is overbroad and unduly burdensome.

According to Paul E. Harner, Esq., at Paul, Hastings, Janofsky &
Walker LLP, in Chicago, Illinois, Avenue Capital lacks standing
to pursue its objection to the Cash Collateral Motion, much less
discovery in support of its objection.  Additionally, Avenue
Capital's Notice is procedurally improper, as it demands
production of documents on a day's notice, and a deposition of
the Debtors' CFO on less than 48 hours' notice, he stresses.

In another filing, the Debtors ask the Court to overrule Avenue
Capital's objection to the Cash Collateral Motion arguing that
Avenue Capital's objection and the concerns it presented at the
June 15, 2009, hearing have nothing to do with Avenue Capital's
status as a minority member of the secured lender group.

Mr. Harner argues that Avenue Capital is incorrect in its
assertion as the Debtors have agreed to these provisions to
provide adequate protection thru:

  (a) valid and perfected, replacement security interests and
      liens, which will be (1) first priority, senior, priming
      and perfected liens upon the Postpetition Collateral and
      Postpetition Collateral subject to a lien that is junior
      to the liens securing the Prepetition Obligations and (2)
      a second priority, junior perfected lien upon all
      Postpetition Collateral which is subject to a validly
      perfected and enforceable lien as of the Petition Date;

  (b) payment of all accrued and unpaid interest on the
      Prepetition Obligations and letter of credit fees at the
      non-default contract rates, and all accrued and unpaid
      fees and disbursements owing to the Administrative Agent
      under the Loan Documents, with the default interest to
      accrue on the outstanding Prepetition Obligations;

  (c) submission of the Reporting to the Administrative Agent,
      including updated Budgets and variance reports;

  (d) payment of all reasonable fees, costs and charges incurred
      by the Administrative Agent under the Loan Documents; and

  (e) superpriority administrative expense claims under Sections
      503(b)(1), 507(a) and 507(b) of the Bankruptcy Code with
      priority in payment over any and all administrative
      expenses now existing or after arising.

Avenue Capital, Mr. Harner asserts, has no affirmative request
for reporting, approval or fee reimbursement rights before the
Court, the Debtor, or the Administrative Agent, where it should
address its concerns regarding its rights, and not in a Cash
Collateral Objection that attempts to have litigation regarding
Avenue Capital's bondholder issues funded by the Debtors.

The Debtors have demonstrated that their use of Cash Collateral
as part of their existing Cash Management System is critical to
their daily business operations, Mr. Harner maintains.  If the
Court were to freeze the Cash Collateral, the Debtors would
suffer irreparable harm, he tells the Court

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Seeks to Pay Prepetition Critical Vendor Claims
----------------------------------------------------------
Prepetition, several service providers and suppliers provide Six
Flags Inc. and its affiliates with goods and services without
which the Debtors cannot operate their parks on a daily basis.
During their operating season, the Debtors rely heavily on those
vendors.  Also, for majority of those Critical Vendors, the
Debtors constitute a substantial portion of their business, and
thus the Critical Vendors and the Debtors are mutually reliant for
financial and operational success.

As of the Petition Date, many of the Critical Vendors had claims
outstanding for goods and services previously provided to the
Debtors.  The Debtors estimate that the amount owed in the
aggregate to Critical Vendors is $812,955 as of the Petition
Date.

The Debtors believe that if they fail to pay the Critical Vendor
Claims, the Critical Vendors may stop providing their essential
services to the Debtors.  The Debtors believe that that
interruption in obtaining the services and cooperation of the
Critical Vendors would (a) diminish the Debtors' ability to
continue with business operations during their peak season; (b)
damage the Debtors' business reputation; (c) undermine the
Debtors' ability to retain customer loyalty; and (d) adversely
and irreparably affect the Debtors' restructuring efforts.

Even if suitable alternative Critical Vendors are available, the
time necessary to identify those replacement providers and
integrate them into the Debtors' operations would cause a
significant disruption to the Debtors' operations, according to
Paul E. Harner, Esq., at Paul, Hastings, Janofksy & Walker LLP,
in Chicago, Illinois.  During that transition period, the Debtors
would lose access to valuable goods held by the Critical Vendors,
he adds.

For those reasons, the Debtors sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware, on an
interim basis, to pay the Critical Vendor Claims in an amount not
to exceed $604,543.  Each Critical Vendor, as a condition to
payment, must agree to release any liens it may have and provide
credit, pricing or payment terms equal to or better than those
provided to the Debtors prepetition.

The Court authorized and directed Banks to honor and process
checks presented for payment of Critical Vendor Claims provided
that funds are available in the Debtors' accounts to cover the
checks and fund transfers.

The Court will convene a hearing on July 13, 2009, at 2:30 p.m.
(Eastern Time) to consider granting the Debtors authority, on a
final basis, to pay the Critical Vendor Claims not exceeding
$812,955.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Proposes to Pay Prepetition Foreign Vendor Claims
------------------------------------------------------------
Six Flags Inc. and its affiliates regularly transact business with
vendors located outside of the United States and its territories.
Many of those foreign business supply goods or services to the
Debtors that are crucial to the Debtors' ongoing operations.  The
Debtors also are dependent on certain third parties, common
carriers, shippers, truckers, and custom agents, for the delivery
of those goods, and third-party warehouses in which to store goods
while in transit.  In addition, certain third-party contractors
and vendors may assert tooling, mechanics', and other possessory
liens against the Debtors' property.

According to Paul E. Harner, Esq., at Paul, Hastings, Janofsky &
Walker LLP, in Chicago, Illinois, any disturbance in the
distribution and receipt of the goods provided by the Foreign
Vendors and the services provided by the shippers and
warehousemen could have a significant detrimental impact on the
Debtors' ability to maintain operational revenues, resulting in a
diminution of the value of the Debtors' estates.

For this reason, the Debtors sought and obtained the Court's
authority to pay:

  (a) prepetition claims owing to vendors, service providers,
      regulatory agencies, and governments located in foreign
      jurisdictions provided that the Foreign Vendor Claims do
      not exceed, in the aggregate, $559,224;

  (b) prepetition Shipping and Warehousemen Charges not
      exceeding, in the aggregate, $47,26; and

  (c) in the ordinary course of business, prepetition Lien
      Claimant Claims not exceeding, in the aggregate, $801,759.

In return for payment of the Foreign Vendor Claims, the Shippers
and Warehousemen Claims, and the Lien Claimants Claims, in the
ordinary course of business, the Claimants are required to
continue to provide goods and services to the Debtors on the most
favorable terms in effect between that supplier and the Debtors
in the 12 months prior to the Petition Date or on other favorable
terms as the Debtors and the Claimant may otherwise agree.

If any Claimant accepts payment on account of a prepetition
obligation of the Debtors and thereafter does not continue to
provide services to the Debtors on Customary Trade Terms, any
payments made will be deemed an avoidable postpetition transfer
under Section 549 of the Bankruptcy Code and will be recoverable
by the Debtors upon written request.  Upon recovery by the
Debtors, the claim will be reinstated as a prepetition claim in
the amount so recovered.

With respect to each Lien Claimant Claim, the Debtors are not
authorized to pay a Lien Claimant unless the Lien Claimant has
perfected or, in the Debtors' judgment, is capable of perfecting
one or more liens in respect of the claim.  The payment will not
be deemed to be a waiver of rights regarding the extent,
validity, perfection, or possible avoidance of the related liens.

The Court also authorized Banks to honor and pay checks or
electronic transfers used by the Debtors to pay the prepetition
Foreign Vendor Claims, Shippers and Warehousemen Claims, and Lien
Claimants Claims whether presented prior to or after the Petition
Date.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Gets Court OK to Honor Prepetition Customer Programs
---------------------------------------------------------------
Six Flags Inc. and its affiliates, in the ordinary course of
business, engage in marketing and sales practices that are, among
other things, targeted to develop and sustain positive reputations
for their parks and the merchandise sold there, and attract new
customers to the park and to enhance sales within the Debtors'
existing customer base:

1. Season Passes

As part of their efforts to build customer loyalty, encourage
repeat visits to parks, enhance sales of food, beverages, and
merchandise at the parks, the Debtors offer Season Passes, which
enable guests to visit a specific park an unlimited number of
times during regular hours of the park's operating season.
During the 2008 season, Season Pass attendance constituted
approximately 28% of total park attendance.  As of the Petition
Date, the Debtors estimate that approximately 1,400,342 Season
Passes were sold for the 2009 operating season.

2. Group Ticket Sales Program

As part of their efforts to increase ticket sales, the Debtors
offer group sales that allow organizations, schools, and other
groups to purchase large quantities of tickets at discount rates
for their organization, school or group.  Group ticket sales
represented approximately 29% of aggregate attendance during the
2008 season.  As of the Petition Date, the Debtors had
reservations for approximately $17,747,463 in Group Ticket Sales
for 2009 operating season.

3. Discount and Premiums

The Debtors develop alliance, sponsorship, and co-marketing
relationships with well-known national, regional, and local
consumer goods companies and retailers to provide attendance
incentives in the form of discounts and premiums.  The Debtors
estimate, based on historic rates of sales by consignees in 2008,
that the revenue produced by tickets consigned to third parties
for the 2009 season is approximately $29,954,000.

The Debtors are also parties to processing agreements with First
Data Merchant Services, American Express, and Discover that
enable the Debtors to accept credit cards as payment for tickets,
food and beverage sales and merchandise sales.

To protect the value of their businesses, the Debtors sought and
obtained the Court's authority to continue their Customer
Programs and to honor and pay in their discretion, the Customer
Obligations arising prior to the Petition Date and to renew,
modify, terminate or replace the Customer Programs in their
discretion.

The Debtors operate in a highly competitive sector of the
domestic economy, like travel and leisure, L. Katherine Good,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, told the Court.  The Debtors cannot afford any material
disruptions of their business operations or present anything less
than a "business as usual" appearance to the public, she
asserted.

The Court, at the Debtors' behest, directed the banks and other
financial institutions to honor all checks presented for payment
and all fund transfer requests made by the Debtors related to
Customer Obligations provided that sufficient funds are available
in the applicable accounts to make the payments.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Court Confirms Administrative Status of 20-Day Goods
---------------------------------------------------------------
In the ordinary course of Six Flags Inc. and its affiliates'
business, numerous suppliers and service companies provide the
Debtors with goods and services that are integral to the Debtors'
business operations.  As of the Petition Date, the Debtors had
outstanding prepetition purchase orders with certain suppliers for
these goods and services.

As a result of the commencement of their bankruptcy cases, the
Debtors believe that the Suppliers may perceive a risk that they
will be treated as prepetition general unsecured creditors for the
cost of any shipments made or services provided after the Petition
Date pursuant to the Outstanding Invoice Orders.  As a result, the
Suppliers may refuse to ship goods or provide services to the
Debtors unless the Debtors issue substitute postpetition purchase
orders or provide assurance of payment.

Issuing substitute postpetition purchase orders on a postpetition
basis would be administratively burdensome, and time-consuming,
and counterproductive to the Debtors' reorganization, Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware.  These and other requests for assurance of
payment will lead in the Debtors' receipt of goods and services
resulting in disruption of established schedules for maintenance
and other items, and hindering the Debtors' ability to continue
with operations during their peak season, in which the Debtors
generate approximately 80% of their yearly revenue, he adds.

In light of these circumstances, the Debtors sought the Court's
authority to permit the Debtors to pay, in an amount not to
exceed $4,043,780, any vendor that delivered goods in the
ordinary course of business within 20 days of the Petition Date.
The Debtors also asked the Court to ruled that claims filed by
vendors who delivered goods to the Debtors 20 days prior to the
Petition Date are entitled to administrative status pursuant to
Section 503(b)(9) of the Bankruptcy Code.

The Debtors sought and obtained the Court's authority to continue
payments to the licensees who operate in the Debtors' parks.  The
Debtors collect all funds from Licensee sales at the Debtors'
parks and remit a percentage of the amounts to the Licensees
pursuant to the terms of the agreements by and between the
Licensees and certain Debtors.  Certain of these Licensees are
purveyors of some of the more popular and frequented restaurants
in the parks.  The Debtors believe it is critical to continue
payments to all Licensees who operate in their parks, including
several Licensees of several nationally recognized brands that
generate significant park revenue.  Payments to these Licensees
will ensure their continued commitment to park operations and, in
turn, enhance the overall value of the Debtors' estate.

Judge Sontchi authorized, but does not require, the Debtors to
pay amounts owed to all Licensees in the ordinary course of
business when they come due, in an amount not to exceed
$3,200,000.

Judge Sontchi will convene a hearing on July 13, 2009, to
consider the Debtors' request to pay their suppliers on account
of Outstanding Orders, and their request for the 20-Day Claims to
be granted administrative status pursuant to Section 503(b)(9).

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SONIC CORP: May 31 Balance Sheet Upside-Down by $22,990,000
-----------------------------------------------------------
Sonic Corp. has reported $828,254,000 in total assets, including
$177,767,000 in current assets; $101,919,000 in total current
liabilities and $749,325,000 in obligations under capital leases,
long-term debt, and other non-current liabilities; resulting in
$22,990,000 in stockholders' deficit as of May 31, 2009.

For the third quarter ended May 31, 2009, the Company said
revenues declined 10% to $191.9 million from $213.0 million in the
year-earlier period, reflecting lower restaurant sales at partner
drive-ins as well as the impact of refranchising on the company's
revenue mix.  Net income for the quarter was $16.8 million or
$0.27 per diluted share, declining slightly from $17.2 million or
$0.28 per diluted share in the same quarter last year.  For the
first nine months of the fiscal year, revenues declined 6% to
$545.0 million from $577.8 million in the prior year.  Net income
on a year-to-date basis was $32.6 million or $0.53 per diluted
share compared with $40.1 million or $0.64 per diluted share for
the comparable period last year.

The Company said system-wide same-store sales declined 5.4% for
the third quarter; same-store sales at partner drive-ins (those in
which the company owns a majority interest) declined 7.7% in the
quarter.  The Company said system-wide new drive-in openings
totaled 34 compared with 41 in the third quarter last year,
reflecting primarily the company's recent decision to moderate
partner drive-in development; franchisees opened 32 drive-ins
versus 35 drive-ins in the same period last year.  The Company
also reported the refranchising of 177 partner drive-ins during
the quarter, including 82 in which the company retained a minority
interest in the operations; these transactions bring to 194 the
total number of drive-ins refranchised through the first nine
months of fiscal 2009.

"The challenging consumer environment continued to affect our
sales performance in the third quarter," said Clifford Hudson,
Chairman and Chief Executive Officer. "We continue to strive for
greater balance in our menu, emphasizing promotions that will
drive traffic, loyalty and check.  Our June promotion, featuring a
free upgrade to a Route 44 drink with any combo meal, is designed
to boost combo sales, which are an important component in driving
higher check amounts.  This promotion, together with other premium
product promotions and our newly implemented Everyday Value Menu,
is intended to improve sales over the summer with a balance of
traffic and check."

Mr. Hudson noted the recent refranchising of 177 partner drive-ins
was a key accomplishment in the third quarter.  These transactions
increase the mix of franchised drive-ins to approximately 86% of
the chain versus 80% at the beginning of the fiscal year.  "The
speed with which we have been able to implement our refranchising
initiative, along with the solid pace of our development in spite
of current pressures on the credit markets, reflects the ongoing
confidence our franchisees have in our brand," he said.

Mr. Hudson added, "We believe this change in our business model
ultimately will benefit our partner drive-in performance by
allowing greater focus on a smaller base, and will benefit our
stockholders by reducing the operational and financial risks of
our business.  Increased franchise royalty and rental revenue will
provide a more consistent and recurring cash flow model for our
company."  Mr. Hudson noted that the company has a strong cash
position and solid cash flow from operations.  Sonic will continue
to consider opportunistic purchases of outstanding debt to
strengthen its balance sheet, or other stockholder-value
initiatives, using available cash and proceeds from its
refranchising efforts.

                          About Sonic Corp.

Sonic, America's Drive-In, originally started as a hamburger and
root beer stand in 1953 in Shawnee, Oklahoma, called Top Hat
Drive-In, and then changed its name to Sonic in 1959.  The first
drive-in to adopt the Sonic name is still serving customers in
Stillwater, Okla.  Sonic -- http://www.sonicdrivein.com/-- has
more than 3,500 drive-ins coast to coast, where more than a
million customers eat every day.


SONORAN ENERGY: To Conduct Sec. 363 Sale in Bankruptcy
------------------------------------------------------
Sonoran Energy Inc. filed a Chapter 11 petition before the U.S.
Bankruptcy Court for the Northern District of Texas, in Dallas, on
June 19 in Dallas.  Sonoran Energy seeks to use the bankruptcy
process to sell the assets.  The Company is also negotiating with
the secured lender for an agreement to use cash.

Sonoran Energy, Inc. is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SPANSION INC: Exclusive Plan Period Extended Through Sept. 28
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg, Spansion Inc. and its
affiliates received from the U.S. Bankruptcy Court for the
District of Delaware a September 28 extension of their exclusive
periods to file a Chapter 11 plan.  Spansion intends to dispose of
its wireless business and emerge from Chapter 11 generating $1
billion in revenue through the remaining operations.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Court Establishes Proofs of Claim Bar Date
--------------------------------------------------------
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that at the hearing held on May 18, 2009, the
U.S. Bankruptcy Court for the District of Delaware informed
Spansion Inc. and its affiliates it would grant their request to
establish a deadline for filing proofs of claim, so long as the
order included language which addressed issues raised by the Ad
Hoc Consortium of Senior Noteholders of Spansion Inc., relating to
the filing requirements for noteholder claims.

The Debtors submitted with the Court a proposed revised order
which provides that a holder of a claim for repayment of principal
and interest under the notes issued from time to time by the
Debtors under the indentures will not be required to file a proof
of claim.  However, the indenture trustees under the Indentures
will not be exempt from the requirement to file proofs of claim on
account of those claims on or before the Bar Date.

Accordingly, at the Debtors' behest, Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware grants the Motion.

Judge Carey also overruled a limited objection of WinBond
Electronics Corporation.

The deadline for holders of prepetition claims to file proofs of
claim will be the date that is 60 days after service of a bar
date notice.  The Debtors will serve the Bar Date Notice within
five business days after the later of:

   (i) entry of the Bar Date Order; and
  (ii) the filing of the Debtors' Schedules of Assets and
       Liabilities.

The Deadline for governmental units to file proofs of claim will
be on August 28, 2009.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Ernst & Young Seeks $423,000 for March-April Work
----------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, two
professional in Spansion Inc.'s Chapter 11 cases seek payment of
their fees and reimbursement of their expenses:

A. Debtors' Professionals

Professional             Period             Fees      Expenses
------------             ------             ----      --------
Ernst & Young LLP      03/01/09 to
                       04/30/09          $423,220      $1,523

Duane Morris LLP       05/01/09 to
                       05/31/09           103,467       2,887

Ernst & Young is the Debtors' independent auditors.  Duane Morris
serves as the Debtors' counsel.

The Debtors had submitted with the Court certifications of no
objection as to the monthly fee applications of their
professionals.  Pursuant to the order of the Court Establishing
Procedures for Interim Compensation, the Debtors may pay 80% of
the fees and 100% of expenses of these professionals:

Professional             Period       80% Fees   100% Expenses
------------             ------       --------   -------------
Latham Watkins LLP      03/02/09 to
                         03/31/09    $1,001,612      $40,381

                         04/01/09 to
                         04/30/09       752,934       25,981

KPMG LLP                03/01/09 to
                         03/31/09       304,946       32,106

                         04/01/09 to
                         04/30/09       204,412       29,326

Baker & McKenzie LLP    03/01/09 to
                         03/31/09       160,922        2,568

                         04/01/09 to
                         04/30/09        93,639        2,786

Sitrick and Company     03/01/09 to
Inc.                    03/31/09        30,605        1,043

                         04/01/09 to
                         04/30/09         4,730            2


Morgan Stanley & Co.    03/01/09 to
Incorporated            03/31/09       160,000       65,816


Duane Morris LLP        03/01/09 to
                         04/30/09       141,964        9,151

Gordian Group, LLC      03/01/09 to
                         03/31/09        60,000        8,745

Ernst & Young LLP       03/01/09 to
                         04/30/09       338,576        1,523

Morgan Stanley voluntarily reduced its fees by $1,667.

The Debtors further tell the Court that no objections were filed
as to Gordian Group, LLC's March and April interim fee
applications.  As previously reported, Gordian has been paid 100%
of its March and April fees for $75,000 for each month.
Accordingly, the Debtors may now pay 100% of Gordian's April
expenses amounting to $31,820 and 100% of Gordian's March
expenses totaling $8,745.

After informal communication with the Office of the U.S. Trustee,
Latham & Watkins is voluntarily reducing fees by $690 and
expenses by $768 for the application period from March 2 through
March 31, 2009, Michael R. Lastowski, Esq., at Duane Morris, LLP,
in Wilmington, Delaware, tells the Court.

B. Professionals of the Official Committee of Unsecured Creditors

Professional             Period             Fees      Expenses
------------             ------             ----      --------
FTI Consulting, Inc.   03/12/09 to
                       04/30/09          $290,000     $15,712

FTI serves as the Committee's financial advisor.

Jaime N. Luton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Committee, had submitted
with the Court certifications of no objections as to the monthly
fee applications of the Committee's professionals.  Pursuant to
the Order Establishing Procedures for Payment of Interim
Compensation and Reimbursement of Expenses to Professionals, the
Debtors are now authorized to pay 80% of the fees and 100% of
expenses of:

Professional              Period       80% Fees   100% Expenses
------------              ------       --------   -------------
FTI Consulting, Inc.    03/12/09 to
                         04/30/09       $232,000       $15,712

Young Conaway Stargatt  03/04/09
& Taylor, LLP           03/31/09 to      17,974           365

          Ad Hoc Consortium' Omnibus Objection to Fees

The Ad Hoc Consortium of Floating Rate Noteholders notes that
notwithstanding the Court's order establishing the procedures for
interim compensation and reimbursement of expenses for
professionals, Young Conaway Stargatt & Taylor, LLP, Gordian
Group, LLC and Brincko Associates, Inc., appear to request 100%
of their fees for the month of March 2009.  The Ad Hoc Consortium
contends that payment of the monthly fees of those professionals
should comply with the 80% limit as provided in the Order.

Although Brincko is not technically an estate professional, the
firm's interim fees should be subject to the provisions of the
Order because it submits compensation requests in a manner
similar to estate professionals, the Ad Hoc Consortium tells the
Court.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, attorney for the Ad Hoc
Consortium, says the Ad Hoc Consortium is concerned over the size
of Latham and Watkins first monthly application for $1,264,253.
Mr. Kortanek notes that although the Ad Hoc Consortium
understands that these are large and complex cases, 65 personnel
assigned to the Debtors' cases does not suggest realization of
maximum efficiency.  The Ad Hoc Consortium does not object to the
interim request and, in the first instance, would seek to resolve
any fee dispute, Mr. Kortanek tells the Court.  Instead, Mr.
Kortanek notes, the Ad Hoc Consortium:

  (i) expressly reserves its rights to object to any quarterly
      or final fee applications filed by Latham, as well as
      other Estate Professionals; and

(ii) hopes that any and all future fee disputes will be avoided
      by each Estate Professional's constant internal assessment
      of appropriate task allocation.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Directors Report Acquisition of Shares
----------------------------------------------------
In separate Form 4 filings with the U.S. Securities and Exchange
Commission, six directors of Spansion Inc., disclosed that they
acquired shares of Spansion Class A Common Stock:

                                           Shares
                 Shares                    Beneficially Owned
Director         Acquired    Date          After Transaction
--------         --------    ----          ------------------
Stitch John M     2,500    05/27/09             13,750
Chao David K      2,500    05/27/09             23,125
Chao David K        625    05/29/09             23,750
Delfassy Gilles   2,500    05/27/09             10,000
Lucas Donald L    3,750    05/27/09             15,000
Nawaz Ahmed       1,250    06/07/09             21,186
Stitch John M     1,250    06/15/09             15,000

In a separate transaction, Nawaz Ahmed disclosed that he disposed
of 736 shares of Spansion Inc., Class A common stock at $0.07 per
share, on June 9, 2009.  At the end of the transaction, Nawaz
Ahmed beneficially owned 20,450 shares.

The Directors further disclosed that they have either disposed or
acquired derivative securities of Restricted Stock Units:

                                             Derived Shares
                 Shares                      Beneficially Owned
Director         Disposed      Date          After Transaction
-------          --------      ----          ------------------
Stitch John M    2,500      05/27/09                 7,500
Chao David K     2,500      05/27/09                 7,500
Chao David K       625      05/29/09                 5,000
Delfassy Gilles  2,500      05/27/09                 7,500
Nawaz Ahmed      1,250      06/07/09                 7,500


                                              Derived Shares
                  Shares                      Beneficially Owned
Director         Acquired      Date          After Transaction
-------          --------      ----          ------------------
Lucas Donald L   3,750      05/27/09                11,250

Each restricted stock unit represents a contingent right to
receive one share of Spansion Inc. Class A Common Stock.  There
is no exercise price or expiration date.

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: Prudential Financial Ceases to be 5% Shareholder
--------------------------------------------------------------
Prudential Financial, Inc., discloses in a Form 13G filing with
the U.S. Securities and Exchange Commission that it has ceased to
be a beneficial owner of more than 5% of the outstanding common
stock of Spansion Inc.

Prudential Financial, Inc., is a parent holding company and is
the direct or indirect parent of these registered investment
advisers and broker dealers:

  * The Prudential Insurance Company of America
  * Prudential Investment Management, Inc.
  * Jennison Associates LLC
  * Prudential Bache Asset Management, Inc.
  * Prudential Investments LLC
  * Prudential Private Placement Investors, L.P.
  * Pruco Securities, LLC
  * Prudential Investment Management Services LLC
  * AST Investment Services, Inc.
  * Prudential Annuities Distributors, Inc.
  * Quantitative Management Associates LLC
  * Prudential International Investments Advisers, LLC
  * Global Portfolio Strategies, Inc.
  * Prudential Bache Securities, LLC
  * Prudential Bache Commodities, LLC

                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPANSION INC: U.S. Court OKs Chapter 15 Petition of Japan Unit
--------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has recognized the Chapter 15 petition of Spansion Japan
Limited as a foreign main proceeding pursuant to Section 1517 of
the Bankruptcy Code.  Judge Carey has enjoined all entities, other
than Masao Taguchi, the duly authorized foreign representative to
carry out the administration of Spansion Japan, from:

  (1) executing against Spansion Japan's assets;

  (2) taking or continuing any act to obtain possession of, or
      exercise control over Spansion Japan or any of its
      property;

  (3) taking or continuing any act to create, perfect or enforce
      a lien or other security interest, set-off or other claim
      against Spansion Japan or any of its property;

  (4) transferring, relinquishing, or disposing of any property
      of Spansion Japan to any entity other than Mr. Taguchi;

  (5) commencing or continuing of an individual action or
      proceeding concerning Spansion Japan's assets, rights,
      obligations or liabilities to the extent they have not
      been stayed under Section 1520(a) of the Bankruptcy Code;
      and

  (6) declaring or considering the filing of Spansion Japan or
      the Chapter 11 cases a default or event of default under
      any agreement, contract or arrangement.

On February 10, 2009, Spansion Japan Limited, a Japanese
corporation, entered into a proceeding under the Corporate
Reorganization Law (Kaisha Kosei Ho) of Japan.   Spansion Japan
voluntarily petitioned the Tokyo District Court to enter the
proceeding to obtain protection from its creditors while it
continues its restructuring efforts.

The Tokyo District Court entered an order on March 3, 2009,
commencing a proceeding for the corporate reorganization of the
Spansion Japan and appointed Masao Taguchi as the duly authorized
foreign representative to carry out the administration of
Spansion Japan.

On April 15, 2009, the Tokyo District Court certified the Foreign
Representative's request for authority to file a petition for
recognition of a foreign main proceeding under Chapter 15 of the
Bankruptcy Code.   Accordingly, Mr. Taguchi sought and obtained an
order from the U.S. Bankruptcy Court for the District of Delaware
enjoining all entities from:

  * executing against Spansion Japan' assets;

  * commencing or continuing action against Spansion Japan to
    recover a claim;

  * enforcing of a judgment against Spansion Japan or against
    property of Spansion Japan's estate;

  * any act to obtain possession of property of Spansion Japan
    or to exercise control over property of Spansion Japan's
    estate;

  * creating, perfecting or enforcing any lien against property
    of the Foreign Debtor's estate;

  * collecting, assessing, or recovering a claim against
    Spansion Japan;

  * transferring, relinquishing or disposing of any property of
    Spansion Japan to any person or entity other than Mr.
    Taguchi; and

  * the set off of any debt owing to Spansion Japan against any
    claim against it;

provided that the injunction is to be effective solely within the
territorial jurisdiction of the United States.


                      About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.


SPECTRUM BRANDS: Reaches Settlement with Senior Term Lenders
------------------------------------------------------------
Spectrum Brands has reached agreement with the agent acting for
the senior term lenders as to the terms of a settlement that would
revise the terms of its senior term credit facility and resolve
the senior term lenders' objection to Spectrum Brands' proposed
Plan of Reorganization.  The settlement remains subject to
definitive documentation and is contingent upon bankruptcy court
approval.  A court hearing at which Spectrum is seeking
confirmation of its proposed Plan of Reorganization is currently
underway.

"We are very pleased to have reached this mutually agreeable
settlement with our senior term lenders which we believe
represents a major step forward in our efforts to implement our
proposed Plan of Reorganization and ultimately emerge from Chapter
11 protection later this summer.  We believe the Plan of
Reorganization, including the proposed amendment to the senior
term credit facility, will significantly improve the financial
profile of the company," said Kent Hussey, CEO of Spectrum Brands.

The key terms of the proposed amendment to the senior term credit
facility include:

   -- a floor on LIBOR rate of 150 basis points;

   -- an increase of 250 basis points in the applicable rate to
      apply to each tranche of the facility;

   -- increased required senior leverage ratios to allow a maximum
      senior leverage ratio of 5.75 through October 2010, 5.50
      from October 2010 through October 2011; and 5.00 thereafter;
      and

   -- a change in the maturity of the senior term loans from March
      2013 to June 2012.

The terms of the proposed amendment to the senior term credit
facility are expected to be filed with the bankruptcy court in the
coming days.

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


STANLEY-MARTIN COMMUNITIES: S&P Withdraws 'CCC+' Corporate Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its CCC+/Negative/--
corporate credit rating on Stanley-Martin Communities LLC.  At the
same time, S&P withdrew the 'CCC-' debt issue and '6' recovery
ratings that S&P previously maintained on the company's
$150 million 9.75% senior subordinated note issue (due 2015).  S&P
initially rated these notes in July 2005, just as the homebuilding
sector was approaching its cyclical peak.

This small, privately held, Washington, D.C.-area homebuilder
recently deregistered its rated unsecured notes and is no longer
filing financial statements with the SEC.  S&P's previous 'CCC+'
rating and negative outlook reflected S&P's concern about the
company's highly leveraged balance sheet and very limited
liquidity.

                        Ratings List
   Stanley-Martin Communities LLC/Stanley-Martin Financing Corp.

                                  To         From
                                  --         ----
    Corporate credit rating       NR/--/--   CCC+/Negative/--
    Subordinated debt             NR         CCC-
    Recovery Rating               NR         6


STUDIO PARC: U.S. Trustee Sets Meeting of Creditors for June 29
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Studio Parc Redevelopment, LLC's Chapter 11 case on June 29,
2009, at 9:00 a.m.  The meeting will be held at 6th Floor, Suite
600, 135 West Central Boulevard, Orlando, Florida.

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

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

Headquartered in Longwood, Florida, Studio Parc Redevelopment,
LLC, is a single-asset real estate company.

The Company filed for Chapter 11 on May 29, 2009 (Bankr. M. D,
Fla. Case No. 09-07445).  Jules S. Cohen, Esq., at Akerman
Senterfitt 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.


SUNTRUST BANKS: Fitch Keeps IDR, Affirms C Individual Rating
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
SunTrust Banks, Inc., and its bank subsidiary, SunTrust Bank at
'A-'.  STI's ratings have been removed from Rating Watch Negative,
where they were placed on May 15, 2009, as part of Fitch's recent
review of the major U.S. banks, which commenced on May 7, 2009.
The Rating Outlook is Negative.  The rating action marks the
completion of Fitch's recent review of STI.

The affirmation reflects STI's recent capital raising efforts,
which bolstered the company's capital base and substantially met
its capital requirements, as per the Federal Reserve's Supervisory
Capital Assessment Program.  As per SCAP's more adverse
macroeconomic scenario, STI was to raise $2.16 billion of Tier 1
common equity.  To date, STI's capital raising initiatives added
over $2 billion of Tier I common equity, largely through its
public offering of common stock.  The rating action also considers
Fitch's expectation that STI will continue to see further
deterioration in credit quality which will make it difficult for
the company to return to profitability in 2009 and likely into
2010.  However, Fitch believes that with the recent capital raise
combined with other planned capital raising initiatives, STI has
sufficient financial resources, relative to its current ratings,
to absorb the anticipated higher loss rates in its portfolio over
the near to intermediate term.  Additionally, STI's ratings are
underpinned by its sizeable branch franchise which provides a
solid core funding base and contributes to the company's healthy
liquidity position.

The Negative Rating Outlook reflects concern that credit
deterioration could escalate beyond Fitch's current expectations
should economic weakness persist longer than anticipated.  While
STI's current credit problems still largely emanate from its home
equity, Alt-A mortgage, and residential construction portfolios,
Fitch is concerned that greater problems could arise from the
company's sizeable core prime mortgage portfolio, which has
significant concentrations in the still troubled markets of
Florida and Georgia, as well as its commercial book.  Separately,
while the parent company has the financial resources to repay its
preferred stock issued as part of the U.S. Treasury's Capital
Purchase Program, given the credit environment, Fitch would view
negatively a near-term repayment of the CPP without STI raising a
sufficient amount of replacement capital.

STI is among the largest banking companies in the U.S. with about
$180 billion in assets and 1,700 branches.  The company's
footprint is focused in the southeastern and mid-Atlantic regions
of the U.S.  The company has a balanced consumer and commercial
banking franchise, as well as a national mortgage banking
franchise and a sizeable wealth and investment management
business.

Fitch has affirmed these ratings on STI and its subsidiaries:

SunTrust Banks, Inc.

  -- Long-term IDR at 'A-'; Outlook Negative;
  -- Short-term IDR at 'F1';
  -- Senior debt at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Preferred stock at 'BBB';
  -- Short-term debt at 'F1';
  -- Long-term debt guaranteed by TLGP at 'AAA';
  -- Short-term debt guaranteed by TLGP at 'F1+';
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'No Floor'.

SunTrust Bank

  -- Long-term IDR at 'A-'; Outlook Negative;
  -- Short-term IDR at 'F1';
  -- Long-term debt guaranteed by TLGP at 'AAA';
  -- Short-term debt guaranteed by TLGP at 'F1+';
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Senior debt at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Short-term debt at 'F1';
  -- Individual at 'C';
  -- Support at '3';
  -- Support floor at 'BB-'.

SunTrust Capital I
SunTrust Capital III
SunTrust Capital VIII
SunTrust Capital IX

  -- Preferred stock at 'BBB'.

SunTrust Preferred Capital I

  -- Preferred stock at 'BBB'.

National Commerce Capital Trust I

  -- Preferred stock at 'BBB'.


SVP HOLDINGS: Moody's Withdraws 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew all ratings of SVP Holdings
Ltd., including the company's B3 corporate family rating and Caa1
probability of default rating.  The ratings have been withdrawn
because Moody's believes it lacks adequate information to maintain
a rating.

These ratings were withdrawn:

  -- Corporate Family Rating at B3;
  -- Probability of Default Rating at Caa1;
  -- First lien revolving credit facility at B2 (LGD2, 23%);
  -- First-lien A Term Loan at B2 (LGD2, 23%);
  -- First-lien B Term Loan at B2 (LGD2, 23%)

Moody's last rating action in SVP occurred on April 22, 2009, when
Moody's downgraded the company's CFR to B3 with a negative
outlook.

Headquartered in Hamilton, Bermuda, SVP Holdings Ltd. is the
world's largest manufacturer, marketer and distributor of consumer
sewing machines.  Products are sold under the "Singer",
"Husqvarna", "Viking" and "Pfaff" brands in 188 countries.  The
company was formed in September 2004 to facilitate the acquisition
of Singer Sewing Company by Kohlberg & Company, and in February
2006, the company acquired VSM, which propelled the company to the
leading market position in the consumer sewing market.


TEKOIL & GAS: Can Sell Newfoundland Property for CDN445,000
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved the sale of Tekoil & Gas Corporation's residential real
property located at 25 Mountbatten Drive, St. Johns, Newfoundland,
Canada and certain related personal property, free and clear of
all liens and encumbrances, to Paul Abbott and Bonnie Abbott for
the gross purchase price of CDN$445,000.  In its motion, the
Tekoil said that it does not currently use the property in the
operations of its business and does not contemplate any future
business-related use of the property.

Other than the secured mortgaged debt that Tekoil owes to Canadian
Imperial Bank of Commerce, Tekoil said it is not aware of any
other liens or encumbrances on the property to be sold.

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.  Tekoil & Gas
Corporation filed for Chapter 11 protection on June 10, 2008
(Bankr. S.D. Tex. Case No. 08-80270).  Tekoil and Gas Gulf Coast
filed a separate petition for Chapter 11 relief on Aug. 29, 2008
(Bankr. S.D. Tex. Case No. 08-80405).  Nancy Lee Ribaudo, Esq.,
and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil
and Gas Gulf Coast as counsel.

On October 1, 2008, the Court ordered the joint administration of
the Debtors' bankruptcy cases.


THURSTON HIGHLAND: Meeting of Creditors Scheduled for July 9
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Thurston Highland Associates LLC's Chapter 11 case on July 9,
2009, at 2:30 p.m.  The meeting will be held at the Courtroom J,
Union Station, 1717 Pacific Avenue, Tacoma, Washington.

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.

Lacey, Washington-based Thurston Highland Associates LLC filed for
Chapter 11 on June 4, 2009 (Bankr. W. D. Wash. Case No. 09-44002).
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC 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.


TRIBUNE CO: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Tribune
Co. at the company's request.

                           Ratings List

                            Downgraded

                            Tribune Co.

                                      To      From
                                      --      ----
            Corporate Credit Rating   NR      D/--/--
            Secured Credit Fac        NR      D
              Recovery Rating         NR      4
            Secured Nts & Debs        NR      D
              Recovery Rating         NR      6
            Senior Unsecured          NR      D
              Recovery Rating         NR      6
            Subordinated              NR      D
              Recovery Rating         NR      6

                         Times Mirror Co.

                                         To      From
                                         --      ----
               Senior Secured            NR      D
                 Recovery Rating         NR      6

                        NR -- Not rated.


TRIUMPHANT SPIRIT LLC: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Triumphant Spirit, LLC
        15841 Pines Blvd, Ste 242
        Hollywood, FL 33027

Bankruptcy Case No.: 09-22583

Chapter 11 Petition Date: June 23, 2009

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

Judge: John K. Olson

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 N Andrews Ave #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411
                  Email: slaskylbrpa@bellsouth.net

Total Assets: $5,193,045

Total Debts: $9,625,780

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/flsb09-22583.pdf

The petition was signed by Sergio Cabanas.


TRUSTCASH HOLDINGS: Cuts Debt by $1MM, Continues Creditor Talks
---------------------------------------------------------------
Trustcash Holdings, Inc., has reduced its debt by approximately
$1,075,000.  The debt reduction is a major step forward in
execution of a plan to boost shareholder value.

In the early stages of development and under previous management
the Company had accumulated over $2,000,000 in liabilities
including, $375,000 in bridge loans and a $700,000 note payable.

The Company said $1,075,000 in debt was recently settled and the
Company was released and forever discharged from the note payable.
The company continues to negotiate with balance of its creditors
and expects to restructure or settle substantially all of the
Company's debt obligations in the near future.

                         About Trustcash

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


TV DAIRY: U.S. Trustee Schedules Meeting of Creditors for July 17
-----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in TV Dairy, LLC's Chapter 11 case on July 17, 2009, at 9:30 a.m.
The meeting will be held at the Office of the U.S. Custom House,
721 19th St., Room 104, Denver, Colorado.

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.

Fort Lupton, Colorado-based TV Dairy, LLC filed for Chapter 11 on
June 12, 2009 (Bankr. D. Colo. Case No. 09-21490).  David P.
Hutchinson, Esq., Jeffrey Weinman, Esq., and William A. Richey,
Esq., at Weinman & Associates, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


UTGR INC: Files for Chapter 11 in Providence
--------------------------------------------
UTGR Inc., together with two parent companies, filed for Chapter
11 before the U.S. Bankruptcy Court for the District of Rhode
Island in Providence.

According to Bill Rochelle at Bloomberg News, Chief Operating
Officer George Papanier said UTGR has an agreement on a
restructuring for its racetrack casino with holders of half the
first-lien debt and a "substantial amount" of the second-lien
obligation.  The restructuring is dependent on assistance from the
state and action by the Rhode Island legislature.  The proposed
plan would reduce debt by $290 million, and would require $11
million in support for promotion and marketing from the state,
among other things.

UTGR owes $435 million to firs-lien lenders and $154 million to
second-lien lenders.  Revenue in 2008 was $410 million, up from
$375 million in 2007.  Mr. Papanier said the "vast majority" of
revenue comes from slot machines.

Twin River is owned by a joint venture among Kerzner International
Ltd., Starwood Capital Group LLC and Waterford Group LLC.
According to Bloomberg, the current owners acquired the operation
in 2005 for $470 million and spent $220 million on improvements.
Earnings still never reached targets, Mr. Papanier said.

Mr. Papanier said that Twin River is at a competitive disadvantage
compared with casinos in nearby Connecticut.  Where Rhode Island
allows Twin River to retain 28% of revenue after deducting
winnings, competitors may retain three times as much, he said.
Net revenue isn't enough to service secured debt.

Twin River intends to use cash on hand to finance operations.  If
the current owners don't reach agreement within 60 days on their
continuing role, control will be ceded to someone designated by
the lenders.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


UTGR INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: UTGR, Inc.
        dba Twin River
        aka Twin River
        aka Lincoln Park
        aka Burrillville Racing Association
        100 Twin River Road
        Lincoln, RI 02865

Bankruptcy Case No.: 09-12418

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
BLB Management Services, Inc                       09-12419
BLB Worldwide Holdings, Inc.                       09-12420

Type of Business: The Debtors operate a gaming company.

                  See http://www.twinriver.com/

Chapter 11 Petition Date: June 23, 2009

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Stephen E. Hessler, Esq.
                  stephen.hessler@kirkland.com
                  Kirkland & Ellis LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446 -4900

Co-Counsel: Allan M. Shine, Esq.
            ashine@wszlaw.com
            Diane Finkle, Esq.
            dfinkle@wszlaw.com
            Winograd Shine & Zacks PC
            123 Dyer Street
            Providence, RI 02903
            Tel: (401) 273-8300

Financial Advisor: Lazard Freres & Co. LLC

Bankruptcy Consultant: Zolfo Cooper Management LLC

Claims Agent: Donlin Recano & Company Inc.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by George Papanier, president and chief
operating officer.


VALLEY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Valley Petroleum, LLC
           dba Northsider Citgo
           dba Southsider Citgo
        1320 Oak Crest Drive
        Green Bay, WI 54313

Bankruptcy Case No.: 09-28869

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Leverson & Metz S.C.
                  225 East Mason Street, Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8503
                  Email: lgl@levmetz.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/wieb09-28869.pdf

The petition was signed by Steve A. Rosek, member of the Company.


VP PHASE IV: Must Work to Resolve Dispute With Fifth Third Bank
---------------------------------------------------------------
Anjali Fluker at Orlando Business Journal reports that the Hon.
Karen Jenneman of the U.S. Bankruptcy Court for the Middle
District of Florida has ruled that Kevin Azzouz's VP Phase IV Ltd.
and Fifth Third Bank resolve a dispute on the partially built-out
Offices at Veranda Park 1500 building.

According to Business Journal, the property was scheduled for a
foreclosure auction before VP Phase filed fro bankruptcy.
Business Journal relates that VP Phase and other related companies
owed about $15.3 million to mortgage holder Fifth Third Bank.

Business Journal states that Fifth Third Bank filed a motion on
May 7 asking Judge Jenneman to allow the foreclosure to continue
or dismiss the bankruptcy case.  Fifth Third Bank said in court
documents that VP Phase filed the bankruptcy petition just to stop
the foreclosure and that it had no reasonable prospects to
reorganize under Chapter 11.

The Court's ruling allows the bankruptcy to continue, Business
Journal says, citing VP Phase's lawyer, Norman Hull at Norman
Linder Hull PA.  According to Business Journal, Mr. Hull said that
Mr. Azzouz was directed to turn on utilities and provide proof of
insurance to Fifth Third by June 29, as well as file his
reorganization plan by August 5.

Orlando, Florida-based VP Phase IV Ltd filed for Chapter 11
bankruptcy protection on May 6, 2009 (Bankr. M.D. Fla. Case No.
09-06253).   The Company listed $10 million to $50 million in
assets and $10 million to $50 million in debts.


WESTLAKE CHEMICAL: Downgraded by S&P to 'BB' on Shrinking Margins
-----------------------------------------------------------------
Standard & Poor's Ratings Services said June 22 that it lowered
its corporate credit rating on Westlake Chemical Corp., as well as
the rating on its unsecured notes, to 'BB' from 'BB+'.  The
outlook is stable.

"The downgrade reflects our expectations for a weak operating
performance in 2009 following deterioration in 2008 relative to
previous years," said Standard & Poor's credit analyst Paul
Kurias.

Houston-based Westlake, a midsize producer of commodity
petrochemical products with $3 billion in annual sales, saw
operating margins (before depreciation and amortization) decline
to about 4% in 2008--well below the 13% average achieved over the
past six years.  Ongoing demand weakness in key end markets,
potential volatility in feedstock pricing, and the longer-term
impact of increased supply of polyethylene plastics, especially
from the Middle East, remain key concerns despite Westlake's
largely domestic focus and diversification into the vinyls chain.

"Our ratings on Westlake reflect the company's aggressive
financial profile, including credit ratios demonstrative of some
volatility in recent quarters, and the company's fair business
position in the cyclical and currently vulnerable commodity
olefins and chlorovinyl businesses," said Mr. Kurias.

Westlake maintains a satisfactory liquidity position, and we
expect the company to maintain a prudent policy toward capital
spending and dividend payments to maintain credit ratios at levels
appropriate for the 'BB' rating.

The stable outlook incorporates our expectation that Westlake's
financial performance is not likely to deteriorate further this
year and operating results may improve modestly if economic
conditions recover later this year.


WCI COMMUNITIES: To Auction 230 Lots in Maryland and Virginia
-------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has authorized WCI Communities Inc. and its affiliates to
further market-test 226 undeveloped lots, three developed lots,
and three homes in projects in Virginia and Maryland through an
auction on June 30.  NVR Inc. and NVR Mid-Atlantic Asset
Acquisition L.L.C. are already under contract to buy the
Properties for $35,564,500.  Absent higher and better offers for
the Properties, WCI will seek approval of the sale to NVR on
July 1.  Parties interested in participating in the auction must
submit their initial bids by June 29.  Competing bids must exceed
NVR's offer by $200,000 plus the break-up fee.  NVR will receive a
break-up fee equal to 3% of the purchase price in the event the
Debtors close the sale with another party.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.,
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  Thomas E. Lauria, Esq., Frank L.
Eaton, Esq., and Linda M. Leali, Esq., at White & Case LLP, in
Miami, Florida, represent the Debtors as counsel. Eric Michael
Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP,
represent the Debtors as Delaware counsel. Lazard Freres & Co.
LLC is the Debtors' financial advisor. Epiq Bankruptcy Solutions
LLC is the claims and notice agent for the Debtors.  The U.S.
Trustee for Region 3 appointed five creditors to serve on an
official committee of unsecured creditors. Daniel H. Golden, Esq.,
Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP; and Laura Davis Jones, Esq., Michael R.
Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, represent the committee in these cases.  When the
Debtors filed for protection from their creditors, they listed
total assets of $2,178,179,000 and total debts of $1,915,034,000.


WHISPERING LIMITED: Public Auction Sale Scheduled for July 14
-------------------------------------------------------------
A U.C.C. foreclosure sale of equity interests of borrower in
Whispering Limited Partnership and SRH Boardwalk Apartments
will be held on July 14, 2009, at 3:00 p.m. at 30 Broadway, Suite
200, New York, N.Y.  The notice says that Whispering Limited
Partnership and SRH Boardwalk Apartments, LLC own valuable multi-
family real estate located in Sunrise, FL and Lauderdale Lakes,
FL.

The borrower was not identified in the legal notice.  The notice
says that Bank of America, N.A., as trustee, is believed to have a
first mortgage on each of the properties.

For more information relating to the public sale or the
collateral, or to obtain an information package, interested
parties should call William Mannion, auctioneer at (212) 267-6698
or Louis J. Ebert, Esq., counsel to the Lender at (410) 649-4996.
The auctioneer may also be reached at Info@MannionAuctions.com


WILLIAM COLLINS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: William L. Collins, III
               Kerry K. Collins
               314 River Bend Road
               Great Falls, VA 22066

Bankruptcy Case No.: 09-15048

Chapter 11 Petition Date: June 23, 2009

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

Debtors' Counsel: D. Marc Sarata, Esq.
                  Leach Travell Britt, PC
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8905
                  Fax: (703) 584-8901
                  Email: msarata@ltblaw.com

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

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

The Debtors did not file their list of 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


WORLDSPACE INC: August 18 Administrative Expense Bar Date Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established August 18, 2009, at 4:00 p.m. Prevailing Eastern time
as the deadline for the filing of administrative expense claims
arising pursuant to sections 503(b), 507(a)(2), 507(b) or 1114(e)
of the Bankruptcy Code.

The administrative expense bar date applies to all administrative
expense claims that arose or accrued either (i) within 20 days
prior to the October 17, 2008 petition date pursuant to section
503(b)(9) of the Bankruptcy Code or (ii) arising from and
including October 17, 2008, through May 31, 2009, pursuant to
section 503 of the Bankruptcy Code.

Each administrative expense request must be filed with the
Kurtzman Carson Consultants LLC, the court-appointed claims agent
for the Debtors, so as to be actually received in writing together
with supporting documentation by the administrative expense bar
date:

     WorldSpace, Inc. Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

Based in the Washington, DC metropolitan area, WorldSpace, Inc.
(WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-
based radio and data broadcasting services to paying subscribers
in 10 countries throughout Europe, India, the Middle East, and
Africa.  1worldspace(TM) satellites cover two-thirds of the earth
and enable the Company to offer a wide range of services for
enterprises and governments globally, including distance learning,
alert delivery, data delivery, and disaster readiness and response
systems.  1worldspace(TM) is a pioneer of satellite-based digital
radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


XM SATELLITE: Moody's Assigns 'Caa1' Rating on $350 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to XM Satellite
Radio Inc.'s proposed $350 million senior secured notes due 2013
and upgraded Sirius XM Radio Inc.'s speculative grade liquidity
rating to SGL-3 from SGL-4.  Sirius XM's Ca Corporate Family
Rating and Caa3 Probability of Default Rating are not affected due
to concerns regarding the long-term cash sustainability of the
business model within the existing capital structure.  The rating
outlook remains positive.

Proceeds from the proposed debt issuance will be utilized to repay
the remaining $325 million outstanding under XM Radio's existing
senior secured term loans and for general corporate purposes.  The
repayment of the term loans will favorably eliminate approximately
$125 million of required amortization over the next twelve months
and extend the final maturity by two years to 2013 from 2011.  The
notes are secured by a first priority security interest in
substantially all of XM's assets and guaranteed by its parent, XM
Satellite Radio Holdings Inc., and XM Radio's material domestic
subsidiaries.

Assignments:

Issuer: XM Satellite Radio Inc.

  -- $350 million Senior Secured Notes, Assigned a Caa1, LGD2 -
     23%

Upgrades:

Issuer: Sirius XM Radio Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Downgrades:

Issuer: XM Satellite Radio Holdings Inc.

  -- 10% Senior Unsecured Conv. Notes due 12/1/09, Downgraded to
     C, LGD6 - 98% from Ca, LGD6 - 93%

LGD Updates:

Issuer: Sirius XM Radio Inc.

  -- Senior Secured Bank Credit Facility, Changed to LGD2 - 23%
     from LGD2 - 28% (no change to Caa1 rating)

  -- Senior Unsecured 9.625% Senior Notes, Changed to LGD5 - 76%
     from LGD5 - 72% (no change to Ca rating)

Issuer: XM Satellite Radio Inc.

  -- Senior Unsecured Notes, Changed to LGD5 - 76% from LGD5 - 72%
     (no change to Ca rating)

The upgrade of Sirius XM's speculative grade liquidity rating to
SGL-3 from SGL-4 reflects the reduction in near term maturities
due to the $350 million bond offering.  Moody's expects the
company's cash ($406 million as of 3/31/09 pro forma for the bond
offering) and the committed $150 million second lien term loan
will be sufficient to fund any cash burn and approximately
$266 million of maturities over the next 12 months.

The positive rating outlook reflects the improved potential for
Sirius XM to address its near term maturities and allow additional
time to combine the XM and Sirius operations and realize the cost
saving benefits from the merger.  The company's earnings and cash
flow performance has improved since the Sirius-XM merger closed in
July 2008, but Moody's nevertheless remains concerned that
subscriber losses could increase due to weakness in consumer
spending and auto sales, challenging the company's ability to
sustain positive EBITDA.

Loss given default assessments were updated to reflect the current
debt mix.  The downgrade of XM Holding's remaining $227.5 million
senior unsecured 10% convertible notes due December 2009 reflects
the slightly higher amount of secured debt.

The last rating action was on February 19, 2009 when Moody's
upgraded Sirius XM's Probability of Default Rating to Caa3 and
revised its outlook to positive.

Sirius XM's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Sirius XM's core industry
and believes Sirius XM's ratings are comparable to those of other
issuers with similar credit risk.

Sirius XM Radio Inc., headquartered in New York, is a provider of
subscription-based satellite radio services.  Annual revenue is
approximately $2.4 billion.


XM SATELLITE: S&P Assigns 'B' Rating on $350 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned XM Satellite Radio
Inc.'s $350 million senior secured notes due 2013 its issue-level
rating of 'B' (two notches higher than the 'CCC+' corporate credit
rating on parent company Sirius XM Radio Inc.).  S&P also assigned
the notes a recovery rating of '1', indicating S&P's expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default.  The notes will be privately placed under Rule
144A.  The company plans to use proceeds to refinance XM Satellite
Radio's existing first-lien credit facility, which has heavy
amortization requirements over the next two years. (

At the same time, S&P affirmed its outstanding ratings on Sirius
XM Radio Inc. and its XM Satellite Radio Holdings Inc. unit, which
S&P analyze on a consolidated basis.  The corporate credit rating
is 'CCC+' and the rating outlook is stable.  New York City-based
Sirius XM had total debt outstanding of $3.1 billion as of
March 31, 2009.

The 'CCC+' rating on New York City-based Sirius XM reflects the
company's substantial debt load, historically large EBITDA losses,
and discretionary cash flow deficits," said Standard & Poor's
credit analyst Hal Diamond.  "The operating synergies and cost-
saving opportunities arising from the July 2008 acquisition of XM
Satellite Radio Holdings Inc., Sirius XM's only direct competitor,
are modest positives that do not offset these risks.  Sirius'
$5.7 billion stock purchase of XM more than doubled the company's
subscriber base and eliminated the intense competition for
subscribers and overbidding for programming and distribution
contracts that had impeded profitability."

Sirius XM has raised its EBITDA guidance to $350 million in 2009
from $300 million, which S&P believes may be due, in part, to
lower subsidies paid to automakers as a result of reduced volumes.
If the company is able to achieve its target, debt to EBITDA would
still be very steep, at roughly 9x at year-end 2009, based on the
company's debt balances at March 31, 2009.  EBITDA coverage of
interest expense would be thin at roughly 1.2x.  Standard & Poor's
believes it may be difficult to achieve continued good improvement
in operating performance after 2009 unless the deterioration in
auto sales abates, though further cost savings are likely to be
achieved.


XTREME INDUSTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Xtreme Industries, LLC
        3615 Kingston Rd.
        New Iberia, LA 70560

Bankruptcy Case No.: 09-50832

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  Email: ecf@weinlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by John Romero, managing member of the
Company.


Y & S PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Y & S Properties, LLC
        909 Juliana Cove
        Collierville, TN 38017

Bankruptcy Case No.: 09-26727

Chapter 11 Petition Date: June 23, 2009

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

Judge: Jennie D. Latta

Debtor's Counsel: P. Preston Wilson, Esq.
                  Gotten, Wilson, Savory & Beard
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139
                  Email: ppwgwsb@bellsouth.net

Total Assets: $490,248

Total Debts: $893,229

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/tnwb09-26727.pdf

The petition was signed by Jacqueline Stone.


YONKERS WATER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Yonkers Water Front Inc.
        @Signature World wide
        160 N. Route 303
        West Nyack, NY 10994

Bankruptcy Case No.: 09-23076

Chapter 11 Petition Date: June 22, 2009

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

Judge: Robert D. Drain

Debtor's Counsel: Bernard Rabin, Esq.
                  220 White Plains Road
                  TarryTown, NY 10591
                  Tel: (914) 332-4350

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 John Romero, managing member of the
Company.


* Haynes and Boone Wins Award for Marcal Paper Reorganization
-------------------------------------------------------------
A team of Haynes and Boone, LLP attorneys has been awarded the
Global M&A Network's 2009 Turnaround Atlas Award of the Year for
deals above $100 million.

The award, presented in ceremonies this week at the network's
Hotel Allegro gala and dinner, honored the law firm's performance
in the complex asset purchase and reorganization of Marcal Paper
Mills, Inc., a fourth-generation family business bought out of
bankruptcy by Highland Capital Management.

"We are humbled to accept this award on behalf of the Haynes and
Boone lawyers," said Dallas partner and team leader Janice V.
Sharry, who received the honor in Chicago.  "Working with the
highly skilled professionals from Highland Capital Management, we
were able to convert the Marcal operation into one now
outperforming projections, even in a troubled economy."

Marcal Paper Mills, Inc., was purchased out of bankruptcy in May
2008 with a transactional value of more than $184 million in
assets and $149 million in liabilities.  Before the close, the
Highland private equity team worked for five months with Haynes
and Boone to negotiate environmental settlements, obtain new labor
contracts and reject unprofitable leases and contracts.

Ms. Sharry was assisted by partners Lenard M. Parkins of New York,
Thomas J. McCaffrey of Houston, Art Carter of Dallas and Mary
Mendoza of Austin, as well as Dallas associate Jody Absher.  For
Highland, Portfolio Manager/Private Equity Shawn Lederman was the
deal team leader, working with Patrick Daugherty, head of
distressed and private equity investments, and Carl Moore,
restructuring counsel.

Highland leveraged its relationships to improve purchasing power
and reduce costs.  The post-closing turnaround plan included
identifying improvement opportunities, upgrading the senior
management team and creating organizational alignment around the
key drivers of value.

The company, which now operates as Marcal Paper Mills, LLC, is
restaging with an environmental focus to build on Marcal's 59-year
heritage of being green.  Since 1950 the company has used recycled
paper to make its products.  The new management is in the process
of relaunching the Marcal brand with an environmental focus under
the Small Steps(TM) name.  The new brand challenges conventional
wisdom that trees must be cut down to make tissue products.

Another Turnaround Award went to Haynes and Boone nominee Vector
Consulting for its work in connection with the reorganization of
ypOne.  Michael J. Baratta, the CEO of Vector Consulting, worked
with a team of lawyers led by Arthur A. Howard from Haynes and
Boone's Houston office in implementing ypOne's turnaround plan.

"Mr. Baratta's ability to work through the complex operational and
legal issues, while keeping the core of ypOne's management team in
place, was critical to this successful turnaround," said Mr.
Howard. "We were very pleased that Mr. Baratta and his firm were
honored as the Boutique Turnaround Consulting Firm of the Year."

The Turnaround Atlas Awards honors "brilliant leaders, victorious
deals, firms and professionals from distressed M&A, restructuring
and reorganization communities."  Managing partners of the Global
M&A Network have more than 40 years of collective experience
producing financial programs in North America, Europe, Asia,
Australia, Latin America, and Middle East regions.

"We are excited to bring together leaders, experts and dealmakers
from distressed M&A industries to discover workable solutions
during these tough economic times," said Ms. Shanta Kumari,
managing partner and CEO of Global M&A Network.  "Our goal is to
connect business-building executives and honor achievements at the
turnaround awards gala."

Haynes and Boone, LLP -- http://www.haynesboone.com/-- is an
international corporate law firm with offices in Texas, New York,
California, Washington, D.C., Mexico City and Moscow, providing a
full spectrum of legal services.  With almost 550 attorneys,
Haynes and Boone is ranked among the largest law firms in the
nation by The National Law Journal.  The firm has been recognized
as one of the "Best Corporate Law Firms in America" (Corporate
Board Member Magazine, 2001-2009), as one of "The Best 20 Law
Firms to Work For" (Vault.com, 2008), and as a Top 100 law firm
for both diversity (MultiCultural Law Magazine, 2009) and women
(Women 3.0, 2008).


* Kevin Scheetz Joins Moelis & Co. a Managing Director
------------------------------------------------------
Moelis & Company said Kevin Scheetz has joined the firm as a
Managing Director in Technology.  Mr. Scheetz, who has 12 years of
investment banking experience, will expand the firm's coverage of
the technology sector in the San Francisco Bay Area, with a
particular focus on hardware, semiconductors and components
clients.

Mr. Scheetz was most recently Head of the Semiconductors and
Electronics Investment Banking franchise at Merrill Lynch.  In
this role, he advised public and private companies and venture
capital investors on a wide range of corporate finance matters,
including mergers and acquisitions, initial public offerings and
other debt and equity financings.  Prior to Merrill Lynch, Mr.
Scheetz was an investment banker covering technology clients at
Credit Suisse First Boston.

"Kevin is our second senior hire in the technology sector in the
past month, further demonstrating our commitment to building a
full-scale technology franchise," said Ken Moelis, Chief Executive
Officer of Moelis & Company.  "His extensive experience and
relationships in the technology industry will complement our
current capabilities and be of tremendous value to our clients."

                      About Moelis & Company

Moelis & Company -- http://www.moelis.com/-- is an investment
bank that provides financial advisory services and capital raising
solutions to clients in connection with mergers and acquisitions,
restructurings and other strategic matters.  The firm also manages
investment funds that integrate capital with its advisory
expertise.  Moelis & Company serves a broad client base through
its offices in New York, Boston, Chicago, London and Los Angeles.


* KPMG Names Drew Koecher to Lead U.S. Restructuring Services
-------------------------------------------------------------
KPMG LLP has appointed Drew Koecher as the leader of the firm's
Restructuring Services group, which works with companies, lenders
and other stakeholders to help provide stability, restore
confidence, and improve performance and recovery in stressed and
distressed situations.

"Drew Koecher brings to this position more than 20 years of
experience working with some of the world's largest corporate and
financial clients on mergers and acquisitions, restructuring and
integration activities," said Jack Taylor, Executive Vice Chair -
Operations.  "With Drew's leadership and our significant
investment, KPMG's Restructuring Services will continue to provide
valuable advice and assistance to companies and stakeholders
facing unprecedented pressures in the marketplace."

Mr. Koecher, who has extensive experience working with global and
middle-market management teams, investors, lenders and other
stakeholders in crisis situations and bankruptcy, will lead a
dedicated group of U.S. restructuring partners and professionals.

In addition, this U.S. team will work closely with other global
teams of restructuring professionals from KPMG International's
network of member firms.  These coordinated teams can deliver
client services on initiatives that include Financial and
Operational Restructuring, Chapter 11 Advisory, Transaction,
Forensic, Tax, Valuation, Debt Restructuring, Real Estate,
Business Performance, and Accounting Advisory services.  Mr.
Koecher will also work with Howard Steinberg, who leads the U.S.
firm's Tax Restructuring practice.  Mr. Koecher will be based in
Dallas and New York.

"As liquidity remains scarce and the number of complex capital
structures and debt workouts continues to rise, our clients are
increasingly demanding a wide-ranging approach with greater
professional resources and depth in financial, operational and
technical matters.  KPMG is ideally positioned to deliver these
capabilities in the United States and globally in conjunction with
network member firms," said Mr. Koecher.  "We have invested
heavily in growing Restructuring Services, and are focused on
helping clients improve their recovery and future growth
prospects."

Mr. Koecher has held several leadership positions at KPMG,
including most recently serving as National Service Leader for
Transaction Services and the Americas Leader for Global Accounting
Advisory Services.  He previously served as Industries leader for
Transaction Services and as co-chair for KPMG's Global Energy M&A
practice.  Mr. Koecher joined KPMG in 1999 as Partner-in-Charge
for Southwest Transaction Services, serving the private equity and
corporate mergers and acquisitions market.

           About KPMG's Global Restructuring Services

KPMG's Global Restructuring Services comprises teams of dedicated
restructuring partners and professionals from the network of
member firms of KPMG International.  These teams work globally
with companies, lenders and other stakeholders to help provide
stability, restore confidence and improve performance and recovery
in stressed and distressed situations.  KPMG's network of
restructuring partners and professionals provides considerable
experience in performance improvement, turnarounds, insolvency,
mergers and acquisitions, transaction structuring, tax, valuation,
real estate, forensic investigations and technical accounting
services.  KPMG's restructuring teams assist clients in developing
and evaluating business turnaround scenarios, improving cash and
liquidity, assessing capital structuring alternatives and
enhancing recovery options out of court and in bankruptcy.

                            About KPMG

KPMG LLP -- http://www.us.kpmg.com/-- is the U.S. member firm of
KPMG International.  KPMG International's member firms have
137,000 professionals, including more than 7,600 partners, in 144
countries.


* Silldorf & Levine, LLP Expands Practice Into Bankruptcy
---------------------------------------------------------
Silldorf & Levine, LLP is a boutique civil litigation law firm
headquartered in San Diego, California.  The firm concentrates
their practice on complex civil litigation and recently announced
a joint venture with Bankruptcy Attorney Jon Cooper.  Mr. Cooper
will be Of Counsel to the firm where he is accepting new clients
seeking representation in the filing of Chapter 7, 11, and 13
bankruptcies.  Firm partner Howard Silldorf explains, "Due to a
strong demand from our clients, Silldorf & Levine, LLP, has
expanded its practice to represent consumers in the area of
bankruptcy."

Jon Cooper graduated Cum Laude from Thomas Jefferson School of Law
in 2001.  He is a member of the National Association of Consumer
Bankruptcy Attorneys and he is adept at all phases of the
bankruptcy process.  Mr. Cooper has extensive civil litigation
experience and he has handled all phases of litigation.  In
addition to bankruptcy, his experience includes real estate,
business law and personal injury. Some of his past cases involved
the purchase and sale of a professional practice and the
resolution of various contract disputes.  Mr. Cooper elaborates,
"I am excited about joining forces with Silldorf & Levine.  This
partnership will allow for better representation of bankruptcy
clients through more effective and efficient management of cases
and an expanded well-qualified support staff."

Bankruptcy is the process that provides consumers with the
opportunity to either eliminate (Chapter 7) or consolidate
(Chapter 13) debt.  Silldorf & Levine, LLP has always been a firm
centered on consumer advocacy.  This new expansion into the
bankruptcy arena will continue the firm's tradition of
representing consumers.  The firm's focus will be on consumer
advocacy and offering clients relief from debt and a path on the
road back to financial freedom.

Filing for bankruptcy no longer has a negative stigma.  In fact,
over 900,000 non-business bankruptcy petitions were filed between
June 2007 and June 2008. Approximately 90,000 of those petitions
were filed in the state o f California.  In Southern California
alone, the number of filings increased nearly 70% between 2007 and
2008.  The sharp increase in the rate of Americans filing for
bankruptcy is inversely correlated with the declining economy.
Many individuals are finding themselves struggling under the
weight of mounting debt.  For some, the only way out is to file
for bankruptcy.

Bankruptcy can be a powerful tool.  It can provide individuals
with a clean slate and end the phone calls and letters from
harassing creditors.  The choice to file bankruptcy is personal
and depends on the unique facts of your situation.  It will be
Silldorf & Levine's practice to understand the unique facts of
each client's situation and to take the time to carefully evaluate
the circumstances specific to each client's case.

                   About Silldorf & Levine, LLP

Silldorf & Levine, LLP -- http://www.silldorf-levine.com/-- is a
mid-sized boutique civil litigation firm headquartered in San
Diego, California.  The attorneys at Silldorf & Levine, LLP, have
combined legal experience of more than 50 years.  During that
time, Silldorf & Levine, LLP, has successfully represented
consumers, individuals, groups of individuals, business owners,
entrepreneurs, businesses, homeowners and community associations
in a variety of legal matters.  The firm concentrates its practice
on complex civil litigation including construction defect
litigation, employment litigation, business litigation, bankruptcy
and community association law. Silldorf & Levine, LLP, has a
proven track record of success in which the firm has recovered
more than $150 million in verdicts and settlements for their
clients.


* Reginald Barron Reports Bankruptcy Scam Linked to Corruption
--------------------------------------------------------------
Reginald I. Barron, President and Owner of Barron Chevrolet, Inc.
-- a $30 million Delaware corporation doing business only as a
corporation in the state of Massachusetts -- has filed allegations
of official misconduct, conspiracy, collusion, fraud, and legal
coercion with the U.S. Department of Justice - Office of the
Inspector General against the Superior Court of the state of
Arizona in and for the county of Yavapai Verde Valley Judicial
District, and law firms in Arizona, Massachusetts, and Delaware.

Mr. Barron's allegations contend that the Civil Court of Arizona,
its officers of the court and agents of the court, are "willfully
engaged" in:

     -- the "violent interference" of his liberties and rights
        defined in the Constitution or federal laws as the
        President and Owner of a Delaware Corporation;

     -- acts that violate federal criminal civil rights law,
        specifically Title 18, U.S.C., Sections 241 and 242;

     -- acts that have denied him due process, sequestered his
        total income (peonage), and employed legal coercion
        (threats and acts of incarceration) as a means to obtain
        his forced authorizations; acts of conspiracy, collusion,
        and fraud to support and forward the Bankruptcy Scam of
        the Plaintiff and her attorneys.

Mr. Barron further contends that the Plaintiff and the Agent of
the Civil Court have retained at least 6 bankruptcy attorneys from
5 different law firms from the states of Arizona, Massachusetts,
and Delaware (several attorneys who also function as US Bankruptcy
Trustees) and that the Civil Court has "ordered" the seizure of
Barron Chevrolet, Inc.'s yearly income of $827,000 to be deposited
into the Agent of the Court's personal Bankruptcy Management
Account (a Bank account sanctioned by the Federal Government to
hold Bankruptcy assets) as the Agent's own funds.  In conclusion,
Mr. Barron contends that neither he nor his company is in
bankruptcy or even qualifies for bankruptcy, and that the sole
purpose of the Bankruptcy Scam is to steal his income and
corporation to financially benefit all those involved.


* May Home Sale Prices Down 17% From Year Before
------------------------------------------------
The national median existing-home price for all housing types was
$173,000 in May, down 16.8% from a year earlier, according to a
report June 23 by the National Association of Realtors.
Distressed properties, which declined to 33% of all sales in May
from 45% in April, continue to downwardly distort the median price
because they generally sell at a discount relative to traditional
homes.

Sales of existing homes showed another gain in May, benefiting
from favorable affordability conditions and a first-time buyer tax
credit, according to the NAR.  May's increase was the first back-
to-back monthly gain since September 2005.

Existing-home sales -- including single-family, townhomes,
condominiums and co-ops -- rose 2.4% to a seasonally adjusted
annual rate of 4.77 million units in May from a downwardly revised
level of 4.66 million units in April, but remained 3.6% below the
4.95 million-unit pace in May 2008.

Lawrence Yun, NAR chief economist, expected an improvement.
"Historically low mortgage interest rates clearly drew buyers into
the market, and housing remains very affordable even with a recent
uptick in rates," he said.  "First-time buyers also are being
drawn off the sidelines by the $8,000 tax credit, which is helping
to absorb inventory.  However, the increase in sales is less than
expected because poor appraisals are stalling transactions.
Pending home sales indicated much stronger activity, but some
contracts are falling through from faulty valuations that keep
buyers from getting a loan."

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage edged up to 4.86% in
May from a record low 4.81% in April; the rate was 6.04% in May
2008.  Last week, Freddie Mac reported the 30-year fixed at 5.38%;
data collection began in 1971.

Total housing inventory at the end of May fell 3.5% to 3.80
million existing homes available for sale, which represents a 9.6-
month supply at the current sales pace, down from a 10.1-month
supply in April.


* State Garnishment Laws Affect Frequency of Bankr. Filings
-----------------------------------------------------------
Bill Rochelle at Bloomberg said that a study in Journal of Law and
Economics written by Professors Lars Lefgren and Frank McIntyre
from Brigham Young University revealed why consumers file
bankruptcy at higher rates in some states than others.  After
examining 28,000 bankruptcies in 50 states, the professors found
that state wage garnishment laws are the best predictor of how
frequently the state's citizens seek bankruptcy protection.  If
state law makes garnishment difficult, residents are less likely
to resort to bankruptcy despite defaulting on debt.

According to Bill Rochelle, high rates of filing in Chapter 13
also lead to higher bankruptcy filings because those petitions are
often dismissed when the consumers don't make required debt
payments, leading to repeat filings.  The professors said that
"people are being counted in the bankruptcy statistics multiple
times for the same debts" when filing rates are high in Chapter
13.  The professors also found that bankruptcy rates are higher in
states with a large percentage of younger, middle class consumers.
Bankruptcy rates are highest, they found, for people from 25 to 29
with $30,000 to $60,000 in debt.


* No Standing for Trustee on Claim Available to All Creditors
-------------------------------------------------------------
A bankruptcy trustee doesn't have the right to bring a tort suit
against a third party even though all creditors have the right to
be plaintiffs, the U.S. Court of Appeals in New Orleans held last
week in the case Ingalls v. Gressett (In re Bradley), Case No.
08-50558.

The appeals court was expanding upon a 1972 ruling named Caplin v.
Marine Midland Grace Trust Co. where the U.S. Supreme Court held
that a bankruptcy trustee can't bring a suit on a tort claim that
belongs only to creditors.


* Credit Swaps Index on Pace for 24% Default Rate, Analysts Say
---------------------------------------------------------------
Carla Main and Dawn McCarty at Bloomberg News reported that
according to Bank of America Corp. analysts, credit derivatives
index face a 2009 default rate almost two thirds higher than that
of the broader market.  Companies in the Markit CDX North America
High Yield Index are on pace to default at a rate of 24 percent
this year, compared with 15 percent for 2,351 U.S. corporate
issuers rated by Moody's Investors Service, Bank of America
strategists Oleg Melentyev and Mike Cho wrote in a June 16 report.
The underlying companies of the derivatives index are selected by
a vote among dealers.


* MBA Lowers 2009 Originations Forecast to $2.03 Trillion
---------------------------------------------------------
The Mortgage Bankers Association has lowered its forecast of
mortgage originations in 2009 to $2.03 trillion, a drop of over
$700 billion from its March forecast.  $84 billion of the drop is
due to lower purchase originations and the rest is due to lower
rate/term refinancings and very low volumes in the Fannie Mae and
Freddie Mac Home Affordable Refinance Program (HARP).  MBA is now
forecasting $737 billion in purchase originations and $1,297
billion in refinance originations.

The MBA earlier said that outstanding U.S. commercial and
multifamily mortgages were little changed in the first quarter, at
$3.48 trillion.  The total was bolstered by a $5 billion increase
in multifamily, or apartment building, loans to $908 billion.

In announcing the drop in the forecast, MBA's Chief Economist Jay
Brinkmann said, "In March we boosted our forecast of mortgage
originations by over $800 billion following the drop in interest
rates associated with the Federal Reserve's announcement on the
Treasury bond and mortgage-backed securities (MBS) purchases
programs as well as the implementation of HARP.  We warned at the
time that with the billions in Treasury securities that would be
issued to finance record budget deficits and with the Fed expected
to purchase only a portion of those Treasury securities, how long
rates stayed low would depend on whether other investors stayed in
the market.  If other investors shied away from Treasuries due to
expectations of future inflation and the declining value of the
dollar, the effect on rates would be more short-lived and our
mortgage originations forecast would prove too optimistic.  That
has proven to be the case.

"While the Fed has been successful in reducing the spread between
conforming mortgage and Treasury rates through its purchase of
agency MBS, it has not been successful in maintaining lower
Treasury yields.  Since March, the Federal Reserve purchases have
equaled approximately 85% of new MBS issuance for Fannie Mae,
Freddie Mac and Ginnie Mae combined.  In contrast, Federal Reserve
purchases of long-term Treasuries equaled about 50% on new
issuance during that same three month period.  Given the high
issuance volume of Treasuries in June, the Fed is likely
approaching its self-imposed ceiling of $300 billion and may be
reluctant to increase its current commitment to purchase long-term
Treasuries for two reasons.  First, Fed officials have made public
statements about their outlook for an improving economy.   Second,
the Fed may have decided that its purchases may not be efficacious
in maintaining lower long-term Treasury rates and may not be worth
the risks entailed in building up a large Fed balance sheet that
will need to be reduced at some future point.

"The March increase in refinance originations was driven by two
factors.  The first factor was the drop in interest rates.  The
subsequent increase in interest rates, however, began to choke off
the refinance wave in May, much earlier than anticipated in the
March forecast.  The second factor was the large volume of loans
expected from HARP.  While generally accepted estimates were that
around 1.5 to 2 million borrowers might avail themselves of this
program, with many more potentially eligible, to date only about
13,000 loans have been completed according to press reports.
While the number of loans completed under this program is likely
to increase, it is difficult to craft a scenario under which
origination volumes would come anywhere close to reaching the
numbers originally envisioned for the program, particularly under
our higher rate environment.

"MBA had estimated that purchase mortgage originations in 2009
would be $821 billion.  We have now lowered this to $737 billion
for several reasons.  First, while home sales have been higher
than expected, home prices have fallen more than expected leading
to smaller loans.  Second, the large share of distressed sales or
homes purchased by investors has resulted in the share of all cash
home purchases being higher than normal.  Therefore, even with
higher projected home sales for all of 2009, the projected lower
average home price and higher cash share have combined to lower
projected volume of purchase originations.

"MBA now projects that total existing home sales for 2009 will be
4.8 million units, a drop of 1.2 percent from 2008.  MBA projects
new home sales will be 352,000 units, a decline of about 27
percent from 2008.  Median home prices for new and existing homes
will likely continue to fall, dropping by about ten percent from
2008 levels, but leveling off in 2010 as the economy improves.

"There are several schools of thought about where long-term
interest rates are headed.  One school holds that continued anemic
growth and high unemployment will combine to hold down inflation
and the demand for debt.  The increase in government debt has been
partially offset by declines in other forms of debt, especially
mortgage and other consumer debt.  The result will be long-term
interest rates at approximately current levels through the end of
2010.  Another school of thought holds that the large increases in
federal debt will put tremendous pressure on domestic and
international investors to absorb this debt, and that the large
increases in the money supply and declines in the dollar could
trigger inflation, all leading to higher rates.  The MBA forecast
is for increasing rates through the end of the year and through
2010.  Adding to the pressure for higher long-term Treasury yields
is the notion that, at some point, the Fed has to withdraw the
substantial liquidity it has injected into the financial markets
to keep a lid on expected inflation.  On the other hand, a
resumption of a flight to quality, induced by political unrests
around the globe or a renewed financial crisis, could cause long-
term Treasury yields to reverse their course."

                          About the MBA

The Mortgage Bankers Association (MBA) is the national association
representing the real estate finance industry, an industry that
employs more than 280,000 people in virtually every community in
the country.  Headquartered in Washington, D.C., the association
works to ensure the continued strength of the nation's residential
and commercial real estate markets; to expand homeownership and
extend access to affordable housing to all Americans.  MBA
promotes fair and ethical lending practices and fosters
professional excellence among real estate finance employees
through a wide range of educational programs and a variety of
publications. Its membership of over 2,400 companies includes all
elements of real estate finance: mortgage companies, mortgage
brokers, commercial banks, thrifts, Wall Street conduits, life
insurance companies and others in the mortgage lending field. For
additional information, visit MBA's Web site
http://www.mortgagebankers.org/


* Ship Owners Seek to Defer Loan Repayments, Lloyd's List Says
--------------------------------------------------------------
According to Carla Main and Dawn McCarty at Bloomberg News,
Lloyd's List reported that ship owners are seeking to defer loan
repayments because a plunge in freight markets curbed
profitability.

Lloyd's List, citing unidentified banking officials, said that
while owners of container ships and tankers that transport
oil products are "prominent" in seeking such deferrals, owners
of crude tankers and dry bulk carriers are "not immune."


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re CRR, Inc.
   Bankr. D. Md. Case No. 09-20956
      Chapter 11 Petition filed June 16, 2009
         See http://bankrupt.com/misc/mdb09-20956.pdf

In Re DC Acquisitions, LLC
   Bankr. E.D. Ark. Case No. 09-14231
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/areb09-14231.pdf

In Re ATK Development LLC
   Bankr. C.D. Calif. Case No. 09-23400
      Chapter 11 Petition filed June 17, 2009
         Filed as Pro Se

In Re Linda Fernandez
   Bankr. C.D. Calif. Case No. 09-15939
      Chapter 11 Petition filed June 17, 2009
         Filed as Pro Se

In Re Richard Mendoza
   Bankr. C.D. Calif. Case No. 09-15971
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/cacb09-15971.pdf

In Re Fred Farmahin Farhani
   Bankr. N.D. Calif. Case No. 09-54725
      Chapter 11 Petition filed June 17, 2009
         Filed as Pro Se

In Re Pheonix, LLC
   Bankr. N.D. Calif. Case No. 09-54753
      Chapter 11 Petition filed June 17, 2009
         Filed as Pro Se

In Re Tami Lyn Satkowiak
   Bankr. S.D. Calif. Case No. 09-08620
      Chapter 11 Petition filed June 18, 2009
         Filed as Pro Se

In Re 1300 Morris Road SE, LLC
   Bankr. D. D.C. Case No. 09-00524
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/dcb09-00524.pdf

   In Re 1507 Nineteenth Street SE, LLC
      Bankr. D. D.C. Case No. 09-00525
         Chapter 11 Petition filed June 17, 2009
            See http://bankrupt.com/misc/dcb09-00525.pdf

   In Re 425 Atlantic Street SE, LLC
      Bankr. D. D.C. Case No. 09-00526
         Chapter 11 Petition filed June 17, 2009
            See http://bankrupt.com/misc/dcb09-00526.pdf

   In Re 5005 Bass Place SE, LLC
      Bankr. D. D.C. Case No. 09-00527
         Chapter 11 Petition filed June 17, 2009
            See http://bankrupt.com/misc/dcb09-00527.pdf

In Re Gil Emmanuel A. Mejia MD, PA
   Bankr. M.D. Fla. Case No. 09-12760
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/flmb09-12760p.pdf
         See http://bankrupt.com/misc/flmb09-12760c.pdf

In Re Longreen Fertilizer, Inc.
   Bankr. M.D. Fla. Case No. 09-12753
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/flmb09-12753.pdf

In Re WRB LLC
   Bankr. S.D. Fla. Case No. 09-22159
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/flsb09-22159.pdf

In Re DeRee Nursery Inc.
   Bankr. D. Kans. Case No. 09-11882
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/ksb09-11882.pdf

In Re Patricia M. Raster
       aka Patricia M Boeckelmann
   Bankr. E.D. Mo. Case No. 09-45689
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/moeb09-45689p.pdf
         See http://bankrupt.com/misc/moeb09-45689c.pdf

In Re Custom Cabinet Factory of New York, Inc.
   Bankr. D. Nev. Case No. 09-20419
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/nvb09-20419.pdf

In Re Meshica Templo LLC
   Bankr. D. Nev. Case No. 09-20440
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/nvb09-20440.pdf

In Re Southampton Yen Restaurant Group, LLC
       dba Pink Elephant
       dba Cabana
       dba Day and Night
       dba Cain at Cabana
   Bankr. S.D.N.Y. Case No. 09-13874
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/nysb09-13874.pdf

In Re Robert R. Murphy
      Karen Gehris Murphy
   Bankr. E.D. Pa. Case No. 09-14489
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/paeb09-14489p.pdf
         See http://bankrupt.com/misc/paeb09-14489c.pdf

In Re Cal-Lab Instruments Services, Inc.
   Bankr. D. P.R. Case No. 09-04934
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/prb09-04934.pdf

In Re Celestine Enterprises
       aka Celestine Hardy
   Bankr. D. P.R. Case No. 09-04934
      Chapter 11 Petition filed June 17, 2009
         Filed as Pro Se

In Re Fit Addiction Inc.
       dba Fitness Evolution
       fdba Victory Fitness
   Bankr. S.D. Tex. Case No. 09-80217
      Chapter 11 Petition filed June 17, 2009
         See http://bankrupt.com/misc/txsb09-80217.pdf

In Re Wild Hare of Central Boca Raton, LLC
   Bankr. S.D. Fla. Case No. 09-22281
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/flsb09-22281.pdf

In Re Global Solution Enterprises, LLC
   Bankr. E.D. La. Case No. 09-11814
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/laeb09-11814.pdf

In Re Eternal Salon, Inc.
   Bankr. D. Mass. Case No. 09-15660
      Chapter 11 Petition filed June 18, 2009
        See http://bankrupt.com/misc/mab09-15660.pdf

In Re Dalton D. Lofton
       aka Dalton D. Lofton, Jr.
   Bankr. S.D. Miss. Case No. 09-02106
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/mssb09-02106.pdf

In Re Joseph Richard Vela
   Bankr. E.D. N.Y. Case No. 09-45134
      Chapter 11 Petition filed June 18, 2009
         Filed as Pro Se

In Re James Patton Webb
       dba The Webb Company
   Bankr. D. S.C. Case No. 09-04510
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/scb09-04510.pdf

In Re Lonnie J. Bean, Jr.
   Bankr. S.D. Tex. Case No. 09-34240
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/txsb09-34240.pdf

In Re Bruce A. Janczak
      Frances P. Janczak
   Bankr. E.D. Wisc. Case No. 09-28685
      Chapter 11 Petition filed June 18, 2009
         See http://bankrupt.com/misc/wieb09-28685.pdf

In Re 673 Connecticut Avenue, LLC
   Bankr. D. Conn. Case No. 09-51179
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/ctb09-51179.pdf

In Re Smart Alleck's, Inc.
   Bankr. M.D. Fla. Case No. 09-13018
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/flmb09-13018.pdf

In Re Ti Amo Sempre, Inc.
   Bankr. S.D. Fla. Case No. 09-22327
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/flsb09-22327.pdf

In Re JACOBS CONSULTING INC.
       dba S2 SPECIALTY STRUCTURES
       dba JCI
       dba JCI ENGINEERING
       dba JCI HOLDING
   Bankr. D. Nev. Case No. 09-20643
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/nvb09-20643.pdf

In Re Gary E. Schindler
       aka Gary Schindler
       dba TADE: NINO: NEH
       dba Two Way Smokes
   Bankr. W.D. N.Y. Case No. 09-12850
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/nywb09-12850.pdf

In Re Brian Mohler Oil Company, Inc.
   Bankr. D. N.Dak. Case No. 09-30719
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/ndb09-30719.pdf

   In Re Brian Mohler
      Bankr. D. N.Dak. Case No. 09-30719
         Chapter 11 Petition filed June 19, 2009

In Re KANDANCE GAYLORD STARR
       fdba HAND-ME-ROUND
       fka KANDANCE GAYLORD MARTIN
   Bankr. M.D. Tenn. Case No. 09-06878
      Chapter 11 Petition filed June 19, 2009
         See http://bankrupt.com/misc/tnmb09-06878.pdf

In Re Alvin Gary McKinney
   Bankr. N.D. Tex. Case No. 09-33869
      Chapter 11 Petition filed June 20, 2009
         See http://bankrupt.com/misc/txnb09-33869.pdf

In Re Ideal Anodizing, Inc.
   Bankr. C.D. Calif. Case No. 09-16117
      Chapter 11 Petition filed June 22, 2009
         See http://bankrupt.com/misc/cacb09-16117.pdf

In Re Dele K. Holbein
       aka Dele K. Rodriguez-Holbein
   Bankr. E.D. Calif. Case No. 09-32826
      Chapter 11 Petition filed June 22, 2009
         Filed as Pro Se

In Re 786 HNM LLC
   Bankr. N.D. Ga. Case No. 09-75887
      Chapter 11 Petition filed June 22, 2009
         Filed as Pro Se

In Re Anshul B. Hans
   Bankr. N.D. Ga. Case No. 09-75929
      Chapter 11 Petition filed June 22, 2009
         See http://bankrupt.com/misc/ganb09-75929.pdf

In Re Dolphin Laundry, LLC
   Bankr. N.D. Ill. Case No. 09-22573
      Chapter 11 Petition filed June 22, 2009
         See http://bankrupt.com/misc/ilnb09-22573.pdf

In Re James Moran
      Diana Moran
   Bankr. E.D. Mo. Case No. 09-45880
      Chapter 11 Petition filed June 22, 2009
         See http://bankrupt.com/misc/moeb09-45880.pdf

In Re Steven Todd Yager
   Bankr. D. S.C. Case No. 09-04578
      Chapter 11 Petition filed June 22, 2009
         See http://bankrupt.com/misc/scb09-04578.pdf



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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