TCR_Public/090626.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 26, 2009, Vol. 13, No. 175

                            Headlines

ALPHA NATURAL: S&P Retains Positive Watch on 'BB-' Corp. Rating
ALSET OWNERS: Court OKs BMC Group as Claims & Notice Agent
ALSET OWNERS: Proposes August 11 Auction for Rally's Stores
ALSET OWNERS: Seeks to Employ Blank Rome as Bankr. Counsel
AMBAC ASSURANCE: S&P Cuts Preferred Stock Rating to 'B'

AMERICAN INT'L: Extends $7.2-Bil. Notes Exchange Offer to July 2
AMERICAN INT'L: Fees Represent 3% of Weil's Last 12 Mos. Revenues
AMERICAN INT'L: Gov't Gets $25-Bil. Stake in Life Insurance Units
AMF BOWLING: Moody's Changes Probability of Default Rating to 'B3'
AMR CORP: American Increases Boeing Orders to 31 Jets From 29

AMR CORP: Expects to End Q2 With $3.3 Billion Cash
ARMANA HOLDINGS: Voluntary Chapter 11 Case Summary
ARVINMERITOR INC: Sells Stake in LVS Chassis Businesses
ASARCO LLC: Disclosure Statement Hearing Adjourned to June 30
ASARCO LLC: Parent Offers $3.1 Billion for Operating Assets

ASPEN PEAK: Case Summary & 20 Largest Unsecured Creditors
AURORA OIL & GAS: Lenders Extend Forbearance Until July 15
AURORA OIL & GAS: Taps Huron's Edlein as Restructuring Officer
AVIZA TECHNOLOGY: U.S. Trustee Names 3 Members to Creditors Panel
BANK OF AMERICA: Fed Tried to Hide Involvement in Merrill Buy

BILL BARRETT: Moody's Assigns 'Ba3' Corporate Family Rating
BILL BARRETT: S&P Assigns 'BB-' Long-Term Corporate Credit Rating
BNYCP: S&P Cuts Ratings on $307 Mil. Tax-Exempt Bonds to 'BB'
BOEGER LAND: Proposes Paul Jamond as Chapter 11 Counsel
BROWN STEEL: Files for Chapter 11 Bankruptcy Protection

BUCKSHIRE LLC: Involuntary Chapter 11 Case Summary
BUTLER SERVICES: Gets Interim Approval to Access GECC Loans
BUTLER SERVICES: Proposes Bayard P.A. as Co-Counsel
BUTLER SERVICES: Proposes Moses & Singer as Counsel
BUTLER SERVICES: Pursues Prompt Going-Concern Sale; Bids Due Today

CAL-RIO LLC: Case Summary & 7 Largest Unsecured Creditors
CARITAS HEALTH: Can Sell Equipment Assets for $3,125,000
CARITAS HEALTH: Plan Filing Period Extended to October 4
CARAUSTAR INDUSTRIES: Wins Permission to Use Lenders' Collateral
CASELLA WASTE: Moody's Assigns 'Ba2' Rating on Restated Facility

CATHOLIC CHURCH: Court Issues Final Decree Closing Tucson Case
CATHOLIC CHURCH: Davenport Reports Progress on Undertakings
CEDAR PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors
CHEMTURA CORP: AFC, et al., Seek Shareholders' Committee
CHEMTURA CORP: Committee Seeks to Retain FTI as Accountant

CHEMTURA CORP: Court Allows Set-Off of Dow, Croda Obligations
CHEMTURA CORP: Great Lakes Sues VanDeMark to Perform Under Deal
CHEMTURA CORP: Has Deal with Entergy on Deposits; Docs Under Seal
CHEMTURA CORP: Seeks to Settle U.S. & Canada Anti-Trust Fines
CHEMTURA CORP: Taps Biggins Lacy to Evaluate Headquarter Lease

CITIGROUP INC: Raising Salaries of Many Workers by As Much as 50%
CITIZENS REPUBLIC: "Exploring" Substantial Debt-to-Equity Swap
CITY OF MINNEAPOLIS: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
CONSECO INC: Enters Into Reinsurance Transaction to Build Capital
CONSOLIDATED RESORTS: Files for Bankruptcy Protection

CROWN COURT PARTNERSHIP: Case Summary & 5 Largest Unsec. Creditors
CRUSADER ENERGY: Creditors Committee Has 7 Members
CRUSADER ENERGY: Can Use Lenders' Cash Collateral Until July 21
CRUSADER ENERGY: Wants Incentive Program for Management
DEBT RELIEF: Files for Chapter 11 Bankruptcy Protection

DECRANE AEROSPACE: Moody's Confirms 'Caa1' Corporate Family Rating
DISCOVER FINANCIAL: Fitch Affirms 'BB+' Preferred Stock Rating
E*TRADE FINANCIAL: To Meet With Shareholders re Exchange Offers
EASTWIND MARITIME: Voluntary Chapter 7 Case Summary
EDDIE BAUER: Section 341(a) Meeting Scheduled for July 15

EDDIE BAUER: Wants to Sell Assets to CCMP Affiliate for $202MM
ENTERGY GULF: Moody's Upgrades Preferred Stock Rating to 'Ba2'
EXTENDED STAY: Allowed to Maintain Insurance Programs
EXTENDED STAY: Asks Court to Approve Weil Gotshal Engagement
EXTENDED STAY: Court Extends Schedules Deadline to July 30

EXTENDED STAY: Court OKs Payment of Prepetition Sales & Use Taxes
EXTENDED STAY: May Employ Kurtzman Carson as Claims Agent
EXTENDED STAY: May Maintain Prepetition Customer Programs
FLEETWOOD ENTERPRISES: May Sell Motor Home to AIP for $53,000,000
G & S METAL: Case Summary & 20 Largest Unsecured Creditors

GENERAL ENVIRONMENTAL: CVC Discloses 48% Equity Stake
GENERAL MARITIME: S&P Assigns 'B' Senior Unsecured Debt Rating
GENERAL MOTORS: Retirees Turn to Congress to Protect Benefits
GHOST TOWN: Wants to Borrow $250,000 from Alaska Pressley
GOODY'S LLC: Landlords Wants Federal Court to Determine Stub Rent

GOTTSCHALKS INC: Court Establishes August 24 General Bar Date
GRANT FOREST: S&P Withdraws 'CCC+' Corporate Credit Rating
GRANT FOREST: Seeks Bankruptcy Protection in Ontario
HAIGHTS CROSS: Inks Pact With Lenders on Debt Restructuring
HARTMARX CORP: Sale to Emerisque Okayed Amid Committee Objections

HAWAII SUPERFERRY: Seeks to Abandon Two Catamarans
HAWAIIAN TELCOM: Considered, But Rejected, Sandwich Plan
HAWAIIAN TELCOM: Hawaii State Retains Chanin as Fin'l Advisors
HAWAIIAN TELCOM: May Use Cash Collateral Through August 31
HAYES LEMMERZ: Committee Taps Bifferato as Delaware Counsel

HAYES LEMMERZ: Committee Taps Chanin Capital as Financial Advisor
HAYES LEMMERZ: Committee Taps Lowenstein Sandler as Counsel
HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes
HUNTSMAN CORP: Lawsuit Settlement Cues S&P to Keep Negative Watch
IED PINNACLE/MILLER: Lender Wants Case Converted to Chapter 7

IMF INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
INC. CATHEXIS: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Court Defers Ruling on Chapter 11 Plan
KABUTO ARIZONA: U.S. Trustee Unable to Appoint Creditors Committee
KIRBY PETERSON: Involuntary Chapter 11 Case Summary

LAKE LAS VEGAS: Will Abandon Reflection Bay Golf
LAKE AT LAS VEGAS: Use of Cash Collateral Extended until June 30
LAKE AT LAS VEGAS: Seeks to Extend Plan Filing Deadline to June 30
LEAR CORP: May Seek Bankruptcy Protection By July 1
LENOX HILL: Moody's Affirms 'Ba1'; Changes Outlook to Negative

LYNDON CREAGER: Case Summary & 10 Largest Unsecured Creditors
MAGNACHIP SEMICONDUCTOR: U.S. Trustee Appoints Creditors Committee
MAHALO ENERGY: Can Hire Kline Kline as General Bankruptcy Counsel
MAHALO ENERGY: U.S. Trustee Appoints 6-Member Creditors Committee
MARK IV: Court Sets Disclosure Statement Hearing on July 28

MAXXAM INC: Sells Stake in RMCAL Joint Venture for Nominal Amount
MERCER INT'L: Refinancing Risks Cue Moody's to Junk Ratings
METALDYNE CORP: Receives Final Approval to Borrow $20 Million
MIDWAY GAMES: Threshold Sues to Block Mortal Kombat Sale
MILACRON INC: To Pursue Avenue Capital Deal; No Rival Bids Filed

MODERN CONTINENTAL: Files Liquidating Plan; Jalbert as Trustee
MOOG INC: S&P Downgrades Corporate Credit Rating to 'BB'
MXENERGY INC: Societe Generale Directs Exchange Offer for Notes
PROTEIN SCIENCES: To Contest Involuntary Ch. 7 Petition
QUIGLEY CO: Reaches $16.5-Mil. Settlement with OneBeacon

RADIO ONE: S&P Junks Corporate Credit Rating From 'B-'
ROCKY MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
SARA DELUCIO: Case Summary & 5 Largest Unsecured Creditors
SEA LAUNCH: Boeing Co. Takes $35-Million Charge
SEALY CORP: Expects to Post $30MM Q2 2009 Income from Operations

SENSUS METERING: Refinancing Plans Won't Move Moody's 'B2' Rating
SIX FLAGS: Gets Court Allows Firm to Tap Cash Collateral
SPECTRUM BRANDS: Court Confirms Plan; to Emerge in August
SPEEDEMISSIONS INC: Stockholders Re-elect 5 Members to Board
SPRINGBROOK HILL: Case Summary & 11 Largest Unsecured Creditors

STUDIO THEATRE: U.S. Trustee Wants Case Converted to Chapter 7
SUNRISE SENIOR: To Receive $9.8MM in Settlement of Trinity Suit
SYNCORA GUARANTEE: BCP Offer for RMBS Classes Moved Until Friday
SYNOVUS FINANCIAL: Fitch Cuts Issuer Default Rating to 'BB-'
TERRA CONVERSIONS: Case Summary & 19 Largest Unsecured Creditors

TEUFEL NURSERY: Voluntary Chapter 11 Case Summary
TICKETMASTER ENTERTAINMENT: S&P Keeps Negative Watch on BB Rating
TITAN ENERGY: Closes Acquisition of RBG's Industrial Division
TPF II: S&P Changes Outlook to Negative; Affirms 'BB-' Rating
TRONOX INC: Court Sets August 12 as Claims Bar Date

TRONOX INC: Seeks to Employ ATL as Tax Consultants
TRONOX INC: To Execute Stalking Horse Deal by July 31
TVI CORPORATION: Nasdaq to Delist Common Stock on July 6
UNI-MARTS LLC: Wants Plan Filing Deadline Moved to July 22
UNITED SUBCONTRACTORS: Plan Confirmed; Expects to Emerge June 30

UNIVISION COMMUNICATIONS: Fitch Assigns 'B+/RR3' Rating on Notes
UNIVISION COMMUNICATIONS: Moody's Puts 'B2' Rating on $500MM Notes
UNIVISION COMMUNICATIONS: S&P Give Negative Outlook on 'B-' Rating
VIGO SNACK: Involuntary Chapter 11 Case Summary
VONAGE HOLDINGS: Settles Shareholder Litigation Over 2006 IPO

WHITE ENERGY: Gets Final Approval to Use Cash Collateral
YRC WORLDWIDE: Obtains Amendment to JPMorgan Credit Agreement
YRC WORLDWIDE: Units Defer $83MM in Pension Contributions

* Business Credit Less Available Than Last Year, TMA Says
* Citizens Advice Bureau Says Jersey's Bankruptcy Laws Need Change
* Hughes Watters Paralegal Turea Simpson Forms Peer Group

* Lehman, AIG, Citi Fees Comprise 10.7% of Weil's Revenues
* Leonard Goldberger Appointed to INSOL Committee
* NasTrac Says Tool Repossessions Rising Dramatically in Q1 2009

* New Home Sales Unexpectedly Decline 0.6% in May
* Paying Preference Settlement Revives Released Guarantee

* BOOK REVIEW: Instincts of the Herd in Peace and War

                            *********

ALPHA NATURAL: S&P Retains Positive Watch on 'BB-' Corp. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Alpha
Natural Resources Inc. and Foundation Coal Corp., including the
'BB-' corporate credit ratings, remain on CreditWatch with
positive implications, where they were placed on May 12, 2009.

The continued CreditWatch listing reflects the pending merger
between Alpha and Foundation under which they will merge in an
all-stock transaction valued at approximately $2 billion.  Under
the terms of the transaction, Foundation will be the surviving
corporation and be renamed Alpha Natural Resources Inc.
Foundation's shareholders will receive 1.084 shares of the new
company, for each share of Foundation, and each share of Alpha
will automatically become one share of the combined company.

Based on S&P's initial analysis, S&P has determined that if the
merger is completed as currently proposed, and market conditions
remain in line with S&P's expectations, S&P would likely assign a
'BB' rating to the combined company.  S&P would also assign a
stable outlook.

"The anticipated higher rating on the combined entity reflects
S&P's belief that the merger between Alpha Natural and Foundation
Coal would modestly strengthen Alpha's business risk profile,"
said Standard & Poor's credit analyst Maurice Austin.  As a
result, the company will be the third-largest U.S. coal producer
and should benefit from expanded geographic and product diversity.
The combination of the two companies would create an entity with
improved operating diversity and the fourth-largest reserve base
in the U.S., concentrated in three major operating basins, Central
Appalachia, the Powder River Basin, and Northern Appalachia.

Pro forma for the merger, the company will have 2008 pro forma
revenues of $4 billion and EBITDA of nearly $740 million, adjusted
for postretirement obligations, asset retirement obligations, and
operating leases.  S&P estimate 2008 pro forma adjusted total debt
to EBITDA to be about 2.4x.

The companies expect to complete the merger by the third quarter
of 2009, subject to shareholder approvals. Upon closing, Alpha
shareholders will own about 59% of the combined entity and
Foundation about 41%.

In resolving the CreditWatch, S&P will monitor the progress the
parties make toward closing the transaction and assess any
potential changes to the proposed capital structure and operating
environment that could affect the ratings.


ALSET OWNERS: Court OKs BMC Group as Claims & Notice Agent
----------------------------------------------------------
Alset Owners, LLC, and its affiliates obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to hire BMC
Group Inc. as their claims, noticing and solicitation agent.

The Debtors have identified 900 creditors, potential creditors and
other parties-in-interest to whom certain notices.  The Debtors
wish to engage BMC to sent out certain designated notices, receive
and maintain claims and prepare the claims register, and act as
voting agent in the Chapter 11 caes.

BMC's consulting service hourly rates per person include:

     Data Entry/ Administrative Support  $25 to $45
     Analysts                            $80 to $110
     Consultants                        $110 to $140
     Project Managers                   $175 to $225
     Principal /Director                    $250

BMC will also seek reimbursement for reasonable direct expenses.

The Debtors are authorized to indemnify BMC for any claim arising
from, related to, or in connection with BMC's performance of
services.

The Debtors paid BMC an initial advance payment of $5,000.

BMC and its employees are "disinterested persons" as that term is
defined in 11 U.S.C. Sec. 101(14).

                     About Alset Owners

Alset Owners LLC is a franchisee of Rally's and Checkers'
Restaurants.  The Company and certain affiliates 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 totaling $17.4 million.  Attorneys at Blank Rome LLP
represent the Debtor.  BMC Group is the claims and noticing agent.


ALSET OWNERS: Proposes August 11 Auction for Rally's Stores
-----------------------------------------------------------
Alset Owners, LLC, and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware of proposed auction
procedures under which an affiliate of the franchisor of its
Rally's and Checkers' restaurants will be the stalking horse
bidder.

The Debtors are the largest franchisee of Checkers Drive-In
Restaurants, Inc., the national franchisor of the Rally's and
Checkers' restaurant chains.  Alset's wholly owned subsidiary
Altes LLC, a franchisee of the Rally's restaurant chain, operates
several restaurants in various states, while another unit Setla,
LLC, also a franchisee of the Rally's restaurant chain, operates
several restaurants in Ohio. The Rally's/Checkers brand is the
nation's largest chain of double drive-thru restaurants in the
United States.

At their peak, in 2007, the Debtors collectively operated
approximately 120 restaurants with the Rally's or Checkers brand
in six states, and had over 2,500 employees. The competitive
atmosphere, as well as the rise in food and labor costs, among
other things, led the Debtors to restructure their operations
starting in late 2007. As of the Petition Date, the Debtors
operated 77 restaurants, down from their peak of about 120
restaurants in 2007. An additional restaurant is still owned by
the Debtors but is currently being operated by Alan Balan.

After failing to obtain financing, the Debtors engaged in
discussions with Checkers Drive-In in which the Franchisor
initially was to assist the Debtors in restructuring the
operations at the various restaurants in which the Debtors were
franchisees.

Several months later, after extensive negotiations, Checkerco,
Inc., an affiliate of the Franchisor, entered into the Purchase
Agreement to purchase substantially all of the Debtors' assets.

The Purchase Agreement contemplates the sale of substantially all
of the Debtors' assets, subject to higher or better bids, on terms
that include:

   * Assets to be Sold.  The assets being sold under the Purchase
     Agreement include substantially all of the Debtors' assets
     and restaurants, including (a) all owned restaurant
     equipment, supplies, and certain leased equipment,; (b) all
     of the Debtors' rights in contracts in which the Debtors are
     party relating to the Acquired Assets or Restaurants that
     Buyer elects to have assumed and assigned to it; (c)
     merchandise inventory; (d) real property leases; and (e)
     franchise agreements with the Franchisor.

   * Excluded assets.  Assets not included in the sale include any
     rights, claims, or causes of action of the Debtors against
     third parties and any avoidance actions under the Bankruptcy
     Code, including preference actions, fraudulent conveyance
     actions and merchandise credits.

   * Purchase Price. The Purchase Price for the Acquired Assets
     comprises: (a) $300,000 for certain assets subject to liens
     in favor of Textron Financial Corporation, (b) $1,200,000 for
     all of the other acquired assets, (c) $3,800,000 payable to
     the Franchisor for outstanding royalties and other payment
     obligations under the Franchise Agreements that are to be
     assumed and assigned to the Buyer, (d) up to $500,000 for
     restructuring costs of estate professionals payable by the
     Buyer.

   * Break-Up Fee.  $200,000, which is equal to approximately 3%
     of the estimated Purchase Price (exclusive of the Cure
     Amounts) to be received under the Purchase Agreement.

   * Optional Restaurants. The Buyer will have until June 30,
     2009, to determine whether to purchase certain of the other
     Restaurants not included in the APA.

   * Employees.  The Buyer intends to hire substantially all of
     the Debtors' employees at the Restaurants that will be
     acquired.

A full-text copy of the APA, which includes a list of the stores
included or excluded from the sale, is available for free at:

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

                          Competing Bids

The Debtors propose that the Checkers APA be further "tested' in
the market place to make sure that they will realize the maximum
value for their assets.

The Debtors continue to market their assets for sale as a going
concern.  An electronic data room will soon be established and
made available to potential buyers who have executed
confidentiality agreements.  The Debtors have retained Praetorian
Group, Inc., as sales advisor.  Praetorian will utilize their
extensive resources to contact strategic and financial entities to
determine potential interest in the Debtors' assets.

The Debtors request that interested parties be required to submit
bids by August 7, 2009 at 4:00 p.m. (EDT).  Competing bids must
exceed Checkerco's offer by $250,000.

If bids are received, an auction will be held August 11, 2009, at
12:00 p.m. (EDT).  The Debtors will seek approval of the results
of the auction at the sale hearing on August 13, 2009, at or about
12:00 p.m. (EDT).

The Court is scheduled to convene a hearing on the proposed
auction procedures on July 7, 2009.  Objections are due June 30,
2009.

Checkerco is represented by:

    Paul, Weiss, Rifkind, Wharton & Garrison LLP
    1285 Avenue of the Americas
    New York, NY 10019-6064
    Attn: Kelley A. Cornish, Esq.
          Seven J. Williams, Esq.
    Tel: (212) 373-3000
    Fax: (212) 757-3900

                     About Alset Owners

Alset Owners LLC is a franchisee of Rally's and Checkers'
Restaurants.  The Company and certain affiliates 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 totaling $17.4 million.  Attorneys at Blank Rome LLP
represent the Debtor.  BMC Group is the claims and noticing agent.


ALSET OWNERS: Seeks to Employ Blank Rome as Bankr. Counsel
----------------------------------------------------------
Alset Owners, LLC, and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to hire Blank
Rome LLP as general bankruptcy counsel.

Blank Rome will, among other things, (i) advise the Debtors as
debtors and debtors-in-possession in the continued management of
their business and properties, (ii) assist the Debtors regarding
the administration and prosecution of their Chapter 11 cases, and
(iii) prepare and prosecute all pleadings or papers to be filed
with the Bankruptcy Court, and (iv) appear before the Bankruptcy
Court or any other courts to represent and protect the interests
of the Debtors and their estates.

The attorneys and paraprofessionals presently designated to
represent the Debtors and their current standard hourly rates are:

     Michael Z. Brownstein       $700 per hour
     George N. Abrahams          $650 per hour
     Bonnie Glantz Fatell        $650 per hour
     David W. Carickhoff         $430 per hour
     Rocco A. Cavalerie          $470 per hour

Other professionals may render work for the Debtors.  Their
customary hourly rates are $425 to $785 for partners, $245 to $485
for associates and counsel, and $105 to $280 for
paraprofessionals.

Blank Rome attests that it represents no interest adverse to the
Debtors or their estates in the matters upon which the firm is to
be engaged.

Blank Rome received an aggregate of $450,000 in retainer payments
from the Debtors prepetition, for services to be rendered in
contemplation of and during the Debtors' Chapter 11 cases.
About $248,919 remains in the retainer as of the Petition Date.

The asset purchase agreement reached by the Debtors regarding the
sale of their assets to Checkero Inc. and Checkers Drive-In-
Restaurants Inc. require Checkero to satisfy certain of the
Debtors' restructuring costs up to $500,000 under certain
circumstances.

Blank Rome may be contacted at:

    Bonnie Glantz Fatell (No. 3809)
    David W. Carickhoff (No.3715)
    1201 North Market Street, Suite 800
    Wilmington, DE 19801
    Telephone: (302) 425-6400
    Facsimile: (302) 425-6464

                     About Alset Owners

Alset Owners LLC is a franchisee of Rally's and Checkers'
Restaurants.  The Company and certain affiliates 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 totaling $17.4 million.  Attorneys at Blank Rome LLP
represent the Debtor.  BMC Group is the claims and noticing agent.


AMBAC ASSURANCE: S&P Cuts Preferred Stock Rating to 'B'
-------------------------------------------------------
On June 24, 2009, Standard & Poor's Ratings Services lowered its
counterparty credit, financial strength, and financial enhancement
ratings on Ambac Assurance Corp. to 'BBB' from 'A'.  At the same
time, Standard & Poor's also lowered the ratings on related
entities and placed all of the ratings on CreditWatch with
negative implications.

The downgrade stems from S&P's view that Ambac is effectively in
runoff.  S&P also lowered the ratings because of S&P's belief that
the likelihood of the company continuing as an operating entity
capable of writing new business has decreased significantly.

As the company's book of business runs off, it could become
concentrated and lack sufficient sector diversity.  In addition,
the company's 2005-2007 vintage direct RMBS and CDO of ABS
exposures are subject to continued adverse loss development that
could erode capital adequacy.  Supporting the holding company's
debt-service needs might also place pressure on capital adequacy.
As a runoff company, the ratings on Ambac would be no higher than
in the 'BBB' category.  S&P could lower the ratings again if, upon
review of the insured portfolio, S&P determine that Ambac's
capital position has weakened.

Downgraded; CreditWatch/Outlook Action
                                        To                 From
Ambac Assurance Corp.
Connie Lee Insurance Co.
Ambac Assurance U.K. Ltd.
Counterparty Credit Rating
  Local Currency                        BBB/Watch Neg/--
A/Negative/--
Financial Strength Rating
  Local Currency                        BBB/Watch Neg/--
A/Negative/--

Ambac Assurance Corp.
Ambac Assurance U.K. Ltd.
Financial Enhancement Rating
  Local Currency                        BBB/Watch Neg/--   A/--/--

Ambac Financial Group, Inc.
Counterparty Credit Rating
  Local Currency                        BB/Watch Neg/--
BBB/Negative/--

Ambac Assurance Corp.
Preferred Stock                        B/Watch Neg        BBB

Ambac Financial Group, Inc.
Senior Unsecured                       BB/Watch Neg       BBB
Subordinated                           B/Watch Neg        BB+


AMERICAN INT'L: Extends $7.2-Bil. Notes Exchange Offer to July 2
----------------------------------------------------------------
American International Group, Inc., has extended until July 2,
2009:

   -- its offer to exchange up to $4.0 billion principal amount of
      its 8.175% Series A-6 Junior Subordinated Debentures which
      have been registered under the Securities Act of 1933 for
      all of its outstanding unregistered 8.175% Series A-6 Junior
      Subordinated Debentures, and

   -- its offer to exchange up to $3.25 billion principal amount
      of its 8.250% Notes Due 2018 which have been registered
      under the Securities Act of 1933 for all of its outstanding
      unregistered 8.250% Notes Due 2018.

Both of the exchange offers, which were previously scheduled to
expire at 5:00 p.m., New York City time, on June 24, 2009, will
now expire at 5:00 p.m., New York City time, on July 2, 2009,
unless further extended.

AIG has filed registration statements to register the New Junior
Subordinated Debentures and the New Notes under the Securities Act
of 1933.  AIG will not accept for exchange any Old Junior
Subordinated Debentures or Old Notes until the registration
statements have become effective under the Securities Act of 1933.
Each exchange offer is being made upon the terms and subject to
the conditions set forth in a prospectus dated May 19, 2009, for
that exchange offer.

As of 5:00 p.m., New York City time, on June 23, 2009,
$2,605,503,000 principal amount of Old Junior Subordinated
Debentures and $2,936,997,000 principal amount of Old Notes had
been tendered and not withdrawn.

The Exchange Agent for the exchange offers is The Bank of New York
Mellon.

                            About AIG

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

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.  AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.

At March 31, 2009, AIG had $819.75 billion in total assets and
$765.53 billion in total liabilities.  At September 30, 2008, AIG
had $1.022 trillion in total assets and $950.9 billion in total
debts.

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


AMERICAN INT'L: Fees Represent 3% of Weil's Last 12 Mos. Revenues
-----------------------------------------------------------------
Stephen Karotkin, Esq., a member of Weil, Gotshal & Manges LLP,
said fees for services to Lehman Brothers, American International
Group and Citigroup represent a combined 10.7% of the firm's
annual gross revenues for the last 12 months (LTM).

Mr. Karotkin made the disclosure in a Supplemental Affidavit and
Disclosure Statement filed on his firm's behalf in the bankruptcy
cases of General Motors Corporation, pending before the U.S.
Bankruptcy Court for the Southern District of New York.  General
Motors is seeking Court approval to hire Weil as its general
counsel.

According to the signed affidavit, Weil's major clients are:

                              Percentage of
                              Revenues for LTM
                              ----------------
      Lehman Brothers             6.6%
      General Electric            3.2%
      Thomas H. Lee Partners      2.7%
      AIG                         3.0%
      Microsoft Corporation       0.9%
      Citigroup                   1.1%

Nate Raymond at The American Lawyer says Weil may collect more
than $25,000,000 in fees from AIG.  Weil is representing AIG in
connection with the company's global divestiture and restructuring
program.  Since early 2008, Weil has worked with AIG to develop
legal strategies addressing litigation, financial auditing,
reporting, and regulatory compliance issues concerning the
company's write-downs of hard-to-value, illiquid credit default
swaps of mortgage- and asset-backed securities.

"Exactly what dollar amount that equals is unclear.  But back-of-
the-envelope math suggests the fees are at least $25 million to
$36 million, if not more," Mr. Raymond says.

"Weil's filing says Lehman Brothers made up 6.6 percent of its
revenue in the last year.  Weil has already submitted a
$55 million bill for its work on the Lehman case between
September 15 to January 31.  A little cross multiplication, then,
would put its AIG fees easily in excess of $25 million.

"And that's erring on the low side since our calculation doesn't
factor in what Weil earned in the months before Lehman melted down
or its work since February.

"It also ignores Weil's 2008 revenues.  Last year, it earned
$1.23 billion, up 4.75 percent.  Quick multiplication puts AIG
fees at more than $36 million.

"But again, that too likely undervalues the bill, since Weil's
bankruptcy work is booming and the firm will probably close the
year with higher revenue.  In a March memo obtained by The
American Lawyer, Weil said its "overall level of business has
remained strong and is expected to remain strong when the economy
'normalizes.'"

AIG in its quarterly report filed in May 2009 disclosed incurring
$274,000,000 in exit expenses which include consulting and other
professional fees related to (i) asset disposition activities,
(ii) AIG's debt and capital restructuring program with the Federal
Reserve Bank of New York and the U.S. Department of the Treasury
and (iii) unwinding most of AIGFP's businesses and portfolios.
AIG expects exit costs to total $700,000,000.

Senior members of the Weil Gotshal team include partners Michael
Aiello, Matthew Gilroy, Marcia Goldstein, Joseph Allerhand, Robert
Carangelo and Jason Smith.

Mr. Raymond says AIG also has engaged Sullivan & Cromwell, Simpson
Thacher & Bartlett and Sidley Austin, among others.  None of their
fees are known, he adds.

Weil earned $54,000,000 from GM before the bankruptcy filing.

Mr. Karotkin filed the affidavit to disclose potential conflicts
of interest in connection with the GM engagement, as required
pursuant to Sections 327, 328(A), 329 and 504 of the Bankruptcy
Code, and Rules 2014(A) and 2016(b) of the Federal Rules of
Bankruptcy Procedure.

                            About AIG

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

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an $85
billion credit facility to enable AIG to meet increased collateral
obligations consequent to the ratings downgrade, in exchange for
the issuance of a stock warrant to the Fed for 79.9% of the equity
of AIG.  The credit facility was eventually increased to as much
as $182.5 billion.  AIG has sold a number of its subsidiaries and
other assets to pay down loans received, and continues to seek
buyers of its assets.

At March 31, 2009, AIG had $819.75 billion in total assets and
$765.53 billion in total liabilities.  At September 30, 2008, AIG
had $1.022 trillion in total assets and $950.9 billion in total
debts.

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


AMERICAN INT'L: Gov't Gets $25-Bil. Stake in Life Insurance Units
-----------------------------------------------------------------
Liam Pleven and Joann S. Lublin at The Wall Street Journal report
that American International Group reached a deal on Thursday to
give the Federal Reserve Bank of New York stakes valued at
$25 billion in two of AIG's foreign life-insurance units, wiping
about $18 billion of the Company's government debt.

WSJ relates that the deal involves foreign life-insurance units
that are moving toward public offerings beginning 2010, and the
Fed will get the first dollars from those sales, although it could
take months or years of selling off shares on the open market
before the Fed gets fully paid for its investment.

WSJ states that another deal is pending to hand over to the Fed
bonds valued at up to $8.5 billion backed by life-insurance
policies, which could cut the government debt further to $9 to
$10 billion, if AIG's Fed borrowing doesn't rise or decrease.

According to WSJ, AIG will hold its annual meeting on Tuesday, the
Company's first with the U.S. government as the controlling
shareholder.  WSJ relates that three trustees who supervise the
almost 80% government ownership of AIG will be at the meeting, and
six handpicked director candidates, who will form the majority on
the new 11-member board, will be elected.  WSJ, citing people
familiar with the mater, states that some of the six have joined
with some current board members on an informal CEO search
committee that is identifying possible candidates.  The report
says that AIG Chairman and CEO Edward Liddy has indicated that he
wants to leave.  A source said that directors would like to see
new leadership in place as soon as possible, according to the
report.  The report states that before finding a CEO, the new
board may pick an independent chairman.

          AIG Names Alain Karaoglan Sr. VP-Divestiture

AIG has named Alain Karaoglan Senior Vice President-Divestiture.
As head of the Divestiture Office team, Mr. Karaoglan will be
responsible for bringing to market AIG's divesting assets and
managing the resulting complex transactions around the world.  He
will report to Paula Rosput Reynolds, AIG Vice Chairman and Chief
Restructuring Officer, and will assume his new duties on June 29,
2009.

Mr. Karaoglan succeeds Philip Jacobs, formerly AIG's Global Tax
Director before becoming Senior Vice President-Divestiture.  Mr.
Jacobs has accepted a senior tax-related position with another
company.

"Alain Karaoglan has distinguished himself in both investment
banking and equity research covering the insurance industry," Ms.
Reynolds said.  "His equity research coverage of the property-
casualty business is widely respected as first-rate.  Skilled in
corporate finance, Alain has broad experience in both public
market and private market transactions across all asset classes.
He is joining AIG's restructuring team at a critical time, and we
are confident that his leadership and experience will benefit our
company's multiple stakeholders, including American taxpayers."

Prior to joining AIG, Mr. Karaoglan served as Managing Director-
Equity Research at Banc of America Securities LLC, leading the
financial services equity research team that covered insurance,
banks, investment banks, asset managers, consumer finance,
exchanges, and REITs.  Prior to that, he served as Managing
Director-North American Equity Research for Deutsche Bank
Securities Inc., covering the Property-Casualty Insurance
Industry.  His 20-year Wall Street career also included positions
of increasing responsibility at Donaldson, Lufkin, and Jenrette
Securities Inc., Bear Stearns; and The First Boston Corporation.
Mr. Karaoglan earned his master's degree in Business
Administration at the Amos Tuck School at Dartmouth College and
both a bachelor's degree in Economics and a bachelor's degree in
Business Administration from Pepperdine University.

    AIG Moving Forward with Accelerated Separation of ALICO

AIG has entered into an agreement with the Federal Reserve Bank of
New York positioning the American Life Insurance Company (ALICO),
a leading international life insurance franchise, for an initial
public offering, depending on market conditions.

Under the agreement, AIG will contribute the equity of ALICO to a
special purpose vehicle (SPV) in exchange for preferred and common
interests in the SPV.  The FRBNY will receive preferred interests
in the ALICO SPV of $9 billion, which will reduce the debt owed by
AIG to the FRBNY under the FRBNY credit facility by an equivalent
amount.  The face value of the preferred interests represents a
percentage of the estimated fair market value of ALICO.  AIG will
hold the common interests in the ALICO SPV and will benefit from
the fair market value of ALICO in excess of the preferred
interests as the SPV monetizes its stake in the company in the
future.

AIG expects this transaction to close in the second half of 2009
subject to customary closing conditions, including regulatory
approvals.

"This action accelerates the move of ALICO toward greater
independence and helps maintain the value of the franchise," said
Rodney O. Martin, Jr., ALICO Chairman and Chief Executive Officer.
"Securing the value of this well-capitalized global insurer is in
the best interests of policyholders, distribution partners, and
the American taxpayer.  We are very excited to begin this new
chapter in the life of one of the world's leading international
life insurance companies."

FRBNY said, "The agreements further the goals of enabling AIG to
fully repay the assistance that it has received from U.S.
taxpayers and advancing the company's global restructuring
process.  The exchange of senior secured debt for preferred equity
interests reduces AIG's financial leverage and facilitates the
independence of key subsidiaries."

       AIG Extends Exchange Offers for Notes Until July 2

AIG has extended until July 2, 2009:

   -- its offer to exchange up to $4.0 billion principal amount of
      its 8.175% Series A-6 Junior Subordinated Debentures which
      have been registered under the Securities Act of 1933 (New
      Junior Subordinated Debentures) for all of its outstanding
      unregistered 8.175% Series A-6 Junior Subordinated
      Debentures (Old Junior Subordinated Debentures), and

   -- its offer to exchange up to $3.250 billion principal amount
      of its 8.250% Notes Due 2018 which have been registered
      under the Securities Act of 1933 (New Notes) for all of its
      outstanding unregistered  8.250% Notes Due 2018 (Old
      Notes).

Both of the exchange offers, which were previously scheduled to
expire at 5:00 p.m., New York City time, on June 24, 2009, will
now expire at 5:00 p.m., New York City time, on July 2, 2009
unless further extended.

AIG has filed registration statements to register the New Junior
Subordinated Debentures and the New Notes under the Securities Act
of 1933.  AIG will not accept for exchange any Old Junior
Subordinated Debentures or Old Notes until the registration
statements have become effective under the Securities Act of 1933.
Each exchange offer is being made upon the terms and subject to
the conditions set forth in a prospectus dated May 19, 2009 for
that exchange offer.

As of 5:00 p.m., New York City time, on June 23, 2009,
$2,605,503,000 principal amount of Old Junior Subordinated
Debentures and $2,936,997 000 principal amount of Old Notes had
been tendered and not withdrawn.

The Exchange Agent for the exchange offers is The Bank of New York
Mellon.

        AIG to Sell Consumer Finance Operations in Mexico

AIG has entered into an agreement to sell 100 percent of its
shares in its consumer finance operations in Mexico, consisting of
AIG Universal, S.A. de C.V. SOFOM E.N.R., and Markcenter Services,
S. de R.L. de C.V, to Desarrollo de Negocios Integrados, S.A. de
C.V., and Inversiones DNI, S.A. de C.V., companies related to
Afirme Grupo Financiero and Consorcio Villacero.  The transaction
is subject to the satisfaction of certain conditions, including
approval by the Mexican Federal Competition Commission.

Terms of the transaction were not disclosed.

Launched in 2005, AIG Universal has a network of 50 branches
serving approximately 50,000 clients in twelve states in the
central and northern regions of Mexico, and offers its clients
personal loans and third party insurance.

UBS Investment Bank acted as financial advisor and Kramer Levin
Naftalis & Frankel served as legal counsel to AIG on this
transaction.

                            About AIG

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

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

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

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

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

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

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

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


AMF BOWLING: Moody's Changes Probability of Default Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service changed the probability-of-default
rating for AMF Bowling Worldwide, Inc., to B3 from Caa3.  The
revision of the PDR reflects the fact that AMF's ability to prepay
first and second lien bank debt in the open market, pursuant to an
amendment, expired unutilized on June 20.  The Caa3 PDR had
reflected Moody's view that, if executed, these prepayments would
have been a distressed exchange due to expectations of significant
loss to lenders relative to the original obligation.  However,
since the prepayment period expired unutilized, Moody's has
restored the PDR to B3.  In the event that AMF pursues a similar
transaction, Moody's will reassess the ratings at that time.

The affirmation of the B3 corporate family rating continues to
reflect AMF's high financial leverage, but also incorporates
Moody's view that the company's liquidity position is adequate.

The negative outlook reflects concerns over the impact of weak
consumer spending on the company's sales and profitability levels.

This rating was changed:

  -- Probability-of-Default Rating to B3 from Caa3.

These ratings were affirmed:

  -- Corporate Family Rating at B3;

  -- $40 million first lien revolver due 2012 at B1 (LGD3, 31%);

  -- $245 million first lien term loan due 2013 at B1 (LGD3, 31%);

  -- $80 million second lien term loan due 2013 at Caa2 (LGD5,
     80%).

The last rating action was on May 12, 2009, when Moody's affirmed
AMF's B3 corporate family rating and lowered the probability-of-
default rating to Caa3 from B3.  The ratings outlook was revised
to negative from stable.

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
approximately 322 centers in operation, including nine centers
outside the U.S.  AMF had revenues of $452 million for the twelve
months ended March 29, 2009.


AMR CORP: American Increases Boeing Orders to 31 Jets From 29
-------------------------------------------------------------
American Airlines, Inc., a wholly-owned subsidiary of AMR, amended
on June 9, 2009, its Purchase Agreement No. 1977 with The Boeing
Company.

As of March 31, 2009, American had commitments to purchase a total
of 29 Boeing 737-800 aircraft in 2009, two of which had been
delivered as of that date.  Accordingly, American had commitments
to acquire 27 737-800 aircraft in the remainder of 2009.  Also,
American had commitments to acquire 39 737-800 aircraft in 2010
and eight 737-800 aircraft in 2011.

Pursuant to the amendment, American exercised rights to purchase
an additional eight 737-800 aircraft and the delivery dates of
certain aircraft were rescheduled.  As a result, American's total
737-800 purchase commitments for 2009 -- including six aircraft
that have been delivered to date -- have increased from 29 as of
March 31, 2009, to 31 as of this date, and American's 737-800
purchase commitments for 2010 have increased from 39 as of
March 31, 2009 to 45 as of June 11.  American's 737-800 purchase
commitments remain at eight in 2011.  In addition to the aircraft,
American has firm commitments for 11 737-800 aircraft and seven
Boeing 777 aircraft scheduled to be delivered in 2013-2016.

Payments for American's 737-800 and 777 aircraft purchase
commitments will approximate $768 million for the remainder of
2009, $1.3 billion in 2010, $354 million in 2011, $217 million in
2012, $399 million in 2013, and $556 million for 2014 and beyond.
These amounts are net of purchase deposits currently held by the
manufacturer.

American previously arranged backstop financing which, together
with other previously arranged financing, covered a significant
portion of its 2009-2011 Boeing 737-800 aircraft deliveries,
subject to certain terms and conditions.  This backstop financing
arrangement was recently amended.  Taking into account that
amendment, all of American's 737-800 aircraft purchase commitments
for 2009 - 2011 are, subject to certain terms and conditions,
covered by the backstop financing arrangement and other committed
financing arrangements except for approximately $308 million, all
of which is due in the fourth quarter of 2010 and beyond.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At March 31, 2009, AMR had $24,518,000,000 in total assets;
$8,908,000,000 in current liabilities, $8,314,000,000 in long-term
debt, less current maturities, $528,000,000 in obligations under
capital leases, less current obligations, $6,739,000,000 in
pension and postretirement benefits, and $3,138,000,000 in other
liabilities, deferred gains and deferred credits; resulting in
$3,109,000,000 in stockholders' deficit.


AMR CORP: Expects to End Q2 With $3.3 Billion Cash
--------------------------------------------------
AMR Corporation expects second quarter mainline unit revenue to
decrease between 16.0% and 17.0% year-over-year while second
quarter consolidated unit revenue is expected to decrease between
16.2% and 17.2%.  In total, Cargo and Other Revenue is anticipated
to decrease between 7.8% and 8.8% relative to second quarter 2008.

AMR expects to end the second quarter with a cash and short-term
investment balance of roughly $3.3 billion, including roughly
$460 million in restricted cash and short-term investments.  The
Company's expected cash balance includes the impact of nearly
$400 million in principal payments on long term debt made during
the second quarter.

AMR expects to end the second quarter with roughly $50 million of
hedge collateral posted with counterparties; this amount is not
included in its cash balance expectations.

A full-text copy of AMR's Eagle Eye communication to investors is
available at no charge at http://ResearchArchives.com/t/s?3e23

The Eagle Eye provides updated guidance for the second quarter and
the full year 2009, and includes (a) actual unit cost, fuel price,
capacity and traffic information for April and May and (b)
forecasts of unit cost, revenue performance, fuel prices and fuel
hedging, capacity and traffic estimates, liquidity expectations,
other income/expense estimates and share count.

AMR recorded a net loss of $375 million in the first quarter of
2009 compared to a net loss of $341 million in the same period
last year, due primarily to a decrease in passenger revenue.  AMR
experienced a significant weakening of demand, especially in
international markets, due to the worldwide economic recession
creating a very challenging environment.  This factor coupled with
the recent severe disruptions in the capital markets, according to
AMR, has negatively impacted the Company and significantly
impacted its results of operations and cash flows for the three
months ended March 31, 2009.  Consequently, the Company's
liquidity has been negatively affected as unrestricted cash and
short-term investments decreased from $3.1 billion as of
December 31, 2008 to $2.9 billion at March 31, 2009.  AMR had said
it may not be able to improve its liquidity position for the
remainder of 2009 if lower demand for air travel and a weak global
economy were to persist and if the Company is unable to obtain
financing on reasonable terms.

AMR said in its quarterly report filed with the Securities and
Exchange Commission that it remains heavily indebted and has
significant obligations.  However, the Company believes it can
access sufficient liquidity to fund its operations and obligations
for the remainder of 2009, including repayment of debt and capital
leases, capital expenditures and other contractual obligations.

To date during 2009, the Company secured roughly $148 million of
financing that was previously uncommitted through loans on certain
aircraft.   The transactions are in addition to previously
arranged financing and backstop financing which could be used for
a significant portion of the Company's remaining 2009 - 2011
Boeing 737-800 aircraft deliveries.  Exclusive of these
transactions, the Company estimated that it has at least
$3.6 billion in unencumbered assets and other sources of liquidity
and the Company continues to evaluate the most cost-effective
alternatives to raise additional capital.  AMR had said its
possible financing sources primarily include: (i) a limited amount
of additional secured aircraft debt or sale leaseback transactions
involving owned aircraft; (ii) leases of or debt secured by new
aircraft deliveries; (iii) debt secured by other assets; (iv)
securitization of future operating receipts; (v) the sale or
monetization of certain assets; (vi) unsecured debt; and (vii)
issuance of equity /or equity-like securities.  Besides
unencumbered aircraft, some of the Company's particular assets and
other sources of liquidity that could be sold or otherwise used as
sources of financing include AAdvantage program miles, takeoff and
landing slots, and certain of the Company's business units and
subsidiaries, such as AMR Eagle.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

At March 31, 2009, AMR had $24,518,000,000 in total assets;
$8,908,000,000 in current liabilities, $8,314,000,000 in long-term
debt, less current maturities, $528,000,000 in obligations under
capital leases, less current obligations, $6,739,000,000 in
pension and postretirement benefits, and $3,138,000,000 in other
liabilities, deferred gains and deferred credits; resulting in
$3,109,000,000 in stockholders' deficit.


ARMANA HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Armana Holdings Limited Liability Partnership
        2021 San Mateo NE
        Albuquerque, NM 87110

Bankruptcy Case No.: 09-14246

Chapter 11 Petition Date: June 24, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Dennis J. Wortman, Esq.
                  202 East Earll Drive, Ste 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 279-5650
                  Email: djwortman@azbar.org

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 Diana Horner, general partner of the
Company.


ARVINMERITOR INC: Sells Stake in LVS Chassis Businesses
-------------------------------------------------------
ArvinMeritor, Inc. has reached agreements to divest its entire
ownership stakes in two joint ventures in its light vehicle
Chassis business.  Together, these transactions will result in the
divestiture of 45% of the Chassis Systems business -- as measured
by 2008 sales.

The Company entered into a binding letter of intent to sell its
57% stake in Meritor Suspension Systems Company, a joint venture
that manufactures and sells automotive coil springs, torsion bars
and stabilizer bars in North America, to its joint venture
partner, a subsidiary of Mitsubishi Steel Mfg. Co., LTD.  The
transaction is expected to close in the coming months, after
receiving necessary regulatory clearances.

ArvinMeritor also announced that, earlier this month, it completed
the sale of its 51% stake in Gabriel de Venezuela, which
manufactures shock absorbers, struts, exhaust systems and
suspension modules for countries including Venezuela, Colombia,
Chile, Bolivia, Peru and Ecuador.

"We are pleased to announce these two divestitures, which
represent important steps toward achieving our long-term strategic
objective to focus on supplying the commercial vehicle on- and
off-highway markets for both original equipment manufacturers and
aftermarket customers," said Chip McClure, chairman, CEO and
president. "Our joint venture partners are strong companies and I
am confident that they will focus on growing these businesses. We
continue to concentrate on divesting the light vehicle Chassis
business, and we are pleased with the high level of interest we
are continuing to see from potential buyers in the remaining
segments of that business."

                       About ArvinMeritor

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry.  The company marks
its centennial anniversary in 2009.  ArvinMeritor serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  ArvinMeritor common stock is traded on the New
York Stock Exchange under the ticker symbol ARM.

ArvinMeritor posted a net loss of $47 million for the three months
ended March 31, 2009, on sales of $1.11 billion.  The Company had
$2.87 billion in total assets; $1.29 billion in current
liabilities, $1.37 billion in long-term debt, $654 million in
retirement benefit obligations, $272 million in other liabilities,
and $50 million in minority interests, resulting in $769 million
in shareowners' equity.

As reported by the Troubled Company Reporter on May 14, 2009,
ArvinMeritor Inc. said in a regulatory filing with the Securities
and Exchange Commission that it is possible the company may be
required to obtain an amendment to the senior secured credit
facility and its U.S. securitization facility by the end of its
third fiscal quarter to allow additional flexibility under the
senior secured debt to EBITDA covenant contained therein and, in
the absence of a waiver, to prevent a default under such
facilities.  If amendments or waivers are not necessary before the
end of the third quarter, it is increasingly likely that the
company will require them prior to the end of the fiscal year.

As reported by the TCR on June 11, 2009, Fitch Ratings kept
ArvinMeritor's ratings on Watch Negative (IDR 'CCC'); (Secured
'B') and (Senior unsecured 'CC') as a result of Chrysler's and
General Motors' bankruptcies.


ASARCO LLC: Disclosure Statement Hearing Adjourned to June 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
further reset to June 30, 2009, the hearing to consider the
adequacy of the disclosure statements accompanying the three
competing plans filed in the cases of ASARCO LLC and its debtor
affiliates.  The three plans were filed by the Debtors supporting
the offer by Sterlite (USA), Inc.; Americas Mining Corporation
and ASARCO Incorporated; and Harbinger Capital Partners Master
Fund I, Ltd., and Citigroup Global Markets, Inc.

The Disclosure Statement Hearing was previously set for June 23,
2009.  Judge Richard Schmidt also set a status conference on the
Disclosure Statements on June 23.

                      About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for $1.1 billion in cash and a $600
million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to $2.7 billion in cash and a
$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


ASARCO LLC: Parent Offers $3.1 Billion for Operating Assets
-----------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation delivered to
the U.S. Bankruptcy Court for the Southern District of Texas a
Fifth Amended Plan of Reorganization and Disclosure Statement for
ASARCO LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and
ASARCO Master, Inc., on June 23, 2009.

ASARCO Inc. and AMC, affiliates of Grupo Mexico SAB de C.V., are
the parent company of ASARCO LLC.

The Parent has made further revisions to its Plan that seeks to
address and resolve certain concerns and informal comments lodged
by various parties and improve the proposed treatment of creditor
claims.  Clean and blacklined copies of the Parent 4th Amended
Plan, including the Uniform Glossary of Defined Terms for Plan
Documents, are available for free at:

  http://bankrupt.com/misc/ASARCOInc_5th_AmendedPlan.pdf
  http://bankrupt.com/misc/ASARCOInc_5thPlan_Redlined.pdf

The Fifth Amended Plan provides that the cash portion of the
Parent's contribution has been increased from $1.3031 billion to
$1.4625 billion.  The ASARCO Asbestos Note has also been
increased from $250 million to $280 million.  In addition, the
ASARCO Note is now guaranteed by AMC, as well as being supported
by a pledge of 51% of equity of Reorganized ASARCO.

In addition to the cash ASARCO currently holds, the Parent's
offer totals approximately $3.1 billion in cash plus other
considerations.  The Parent previously offered $2.9 billion
through its Fourth Amended Plan.

Together with cash on hand and certain tax refunds, the Parent's
increased cash contribution will provide a 95% cash recovery to
unsecured creditors on or very close to the Plan's effective
date, using the Debtors' "preferred" claims estimates.  The Tax
Refund refers to the overpayment of $40,479,421 allowed by the
Notice of Partial Allowance and Partial Disallowance of the
Refund Claim issued by the Internal Revenue Service, together
with statutory accrued interest.

                       Treatment of Claims

Pursuant to Section 1122 of the Bankruptcy Code, claims and
interests, other than Administrative Claims and Priority Tax
Claims, are designated into these classes under the Fifth Amended
Parent Plan:

  * Class 1 Priority Claims
  * Class 2 Secured Claims
  * Class 3 General Unsecured Claims
  * Class 4 Asbestos Personal Injury Claims
  * Class 5 Convenience Claims
  * Class 6 Late-Filed Claims
  * Class 7 Subordinated Claims
  * Class 8 Environmental Reinstated Claims
  * Class 9 Interests in ASARCO

Under the Fifth Amended Plan, holders of Claims in Class 3
General Unsecured Claims, including Bondholder Claims, Toxic Tort
Claims and Environmental Unsecured Claims, will receive a Pro
Rata share of the Available Parent's Plan Funds, plus a Pro Rata
share of 100% of the net proceeds of the Litigation Trust to be
funded with, among other things, the Debtors' claims against
Sterlite (USA), Inc.  Creditor recoveries are capped at 100% of
the principal Allowed amount of each Claim determined without
postpetition interest.

The section on Disputed Claim Reserve under the Parent Plan is
amended to cater to the changes in the assignment of claims under
the revised Classes.

                     $125 Million Deposit

Upon confirmation of its Plan, the Parent will post with the
Court a $125 million good faith cash deposit to demonstrate and
support its intention and ability to fully and timely consummate
its Plan.  The Deposit is forfeitable if the Parent's Plan fails
to be consummated by the earlier of:

   (i) 30 days after the confirmation order becomes a final
       order; or

  (ii) October 31, 2009, as long as the Confirmation Order is
       not subject to a stay.

The Parent tells Judge Schmidt that it continues to work with the
Debtors on a joint disclosure statement that, among other things,
describes the expected recoveries to creditors under the Fifth
Amended Plan, and compares and contrasts that recovery to
anticipated recoveries under the Debtors' Plan and the Harbinger
Plan.

                         Other Provisions

Solely for tax purposes, the Fifth Amended Parent Plan provides
that it is intended that the Litigation Trust be classified as a
liquidating trust under Section 301.7701-4(d) of the Treasury
Regulations, and the Litigation Trust Beneficiaries will be
treated as the owners of their proportionate share of the assets
of the Litigation Trust.  Accordingly, for federal income tax
purposes, the Parent intends that all parties, including the
Litigation Trustee, the Litigation Trust Beneficiaries, and the
transferors, for tax purposes, of any assets transferred to the
Litigation Trust, will take the position, subject to definitive
guidance from the IRS or a court, that the transfer of assets to
the Litigation Trust is a deemed transfer to the Litigation
Trustee for the benefit of the Litigation Trust Beneficiaries,
and all income and gain of the Litigation Trust which is earned
after the deemed transfer will be taxed to the Litigation Trust
Beneficiaries on a current basis.

The Environmental Custodial Trusts are intended to be treated as
qualified settlement funds within the meaning of Section 1.468B-1
of the Treasury Regulation and hence, as taxable entities for
federal income tax purposes.  Each Custodial Trustee will be the
"administrator" of its Environmental Custodial Trust pursuant to
Section 1.468B-2(k)(3) of the Treasury Regulation.

                      About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and ASARCO LLC has obtained Court
approval of a settlement and release contained in the new PSA for
the sale of the ASARCO assets for $1.1 billion in cash and a $600
million note.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC offered provide up to $2.7 billion in cash and a
$440 million guarantee to assure payment of all allowed creditor
claims, including payment of liabilities relating to asbestos and
environmental claims.  AMC's plan is premised on the estimation of
the approximate allowed amount of the claims against ASARCO.

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


ASPEN PEAK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aspen Peak LLC, a Nevada Corporation
        313 N Birch St
        Santa Ana, CA 92701

Bankruptcy Case No.: 09-16199

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: T. Edward Malpass, Esq.
                  Law Offices of T. Edward Malpass
                  4931 Birch St.
                  Newport Beach, CA 92660
                  Tel: (949) 474-9944

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

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

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

          http://bankrupt.com/misc/cacb09-16199.pdf

The petition was signed by James Meehan.


AURORA OIL & GAS: Lenders Extend Forbearance Until July 15
----------------------------------------------------------
Aurora Oil & Gas Corporation reports that on May 8, 2009 -- but as
of May 1, 2009 -- the Company and certain subsidiaries, as
guarantors, entered into a forbearance and tolling agreement with
BNP Paribas and the lenders under the Senior Secured Credit
Facility and D.E. Shaw Laminar Portfolios, LLC and the lenders
under the Second Lien Term Loan.  On June 12, 2009, the Company
entered into a First Amendment to the Forbearance and Tolling
Agreement.

In accordance with the First Amendment Agreement, the expiration
date of the Forbearance and Tolling Agreement was extended to
July 15, 2009 from June 15, 2009.  In addition, the First
Amendment Agreement added an agreement by the Company that the
lenders may consult with Opportune LLP subject to certain terms
and conditions regarding the timing and scope of such
consultation.  The First Amendment Agreement also granted the
Company the ability to add the second quarter 2009 interest
payment due under the Second Lien Term Loan to the debt balance as
opposed to submitting a cash payment.

As part of a February 12, 2009 Forbearance Agreement, the Company
executed additional mortgages and other security instruments which
gave the lenders liens on 100% of all oil and gas properties,
promissory notes, all significant overriding royalties, and all
significant farmout agreements.  The First Amendment Agreement
extended the period of time that the Company can assert that the
Additional Collateral Transfers were preferential transfers under
Section 547 of the United States Bankruptcy Code until and
including July 15, 2009.

The First Amendment Agreement also added additional events that
would terminate the Forbearance and Tolling Agreement which are:

     (i) the failure by the Company to agree to a finalized term
         sheet with BNP, Laminar and the lenders under the Senior
         Secured Credit Facility and the Second Lien Term Loan on
         or before the later of the day that is 13 calendar days
         after the Company has received the initial draft of the
         term sheet, and June 30, 2009, wherein the terms and
         conditions of the proposed restructuring of the Company
         or the Company's assets are in form and substance
         satisfactory to BNP, Laminar and at least two-thirds in
         amount of outstanding principal of each of the Senior
         Secured Credit Facility lenders and the Second Lien Term
         Loan lenders, and

    (ii) the failure by the Company to grant BNP and Laminar
         access to Opportune LLP subject to certain terms and
         conditions.

The First Lien lending consortium consists of:

     * BNP Paribas, as First Lien Agent and Lender;
     * Comerica Bank, as Lender;
     * KeyBank National Association, as Lender; and
     * CIT Capital USA Inc., as Lender

The Second Lien lending consortium consists of:

     * D.E. Shaw Laminar Portfolios, L.L.C., as Second Lien Agent
       and Lender;
     * BNP Paribas, as Lender;
     * CIT Capital USA Inc., as Lender;
     * Energy Components SPC UP-and Midstream Segregated
       Portfolio, as Lender

                    About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(NYSE Alternext US: AOG) is an independent energy company focused
on unconventional natural gas exploration, acquisition,
development and production, with its primary operations in the
Antrim Shale of Michigan, the New Albany Shale of Indiana and
Kentucky.


AURORA OIL & GAS: Taps Huron's Edlein as Restructuring Officer
--------------------------------------------------------------
Aurora Oil & Gas Corporation reports that on June 12, 2009, it
entered into an agreement with Huron Consulting Group in Dallas,
Texas, appointing Sanford Edlein to serve as the Company's Chief
Restructuring Officer.

Mr. Edlein has served as a Managing Director of Huron since
January 2007.  In January 2007 Huron acquired Glass & Associates,
Inc., a turnaround and restructuring firm, which Mr. Edlein served
as a Principal since 1999.  Mr. Edlein has over 35 years of
related experience serving in various capacities for both public
and privately owned companies.

The agreement with Huron established an hourly rate of $525 for
Mr. Edlein.  Additional consultants from Huron may be required and
will be charged at various hourly rates depending on their level
of expertise and position within Huron.  The Company was required
to pay Huron a $100,000 retainer as part of the agreement.

The Company terminated the employment of Gilbert A. Smith, its
President and Vice President of Business Development, on June 8,
2009.

                    About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(NYSE Alternext US: AOG) is an independent energy company focused
on unconventional natural gas exploration, acquisition,
development and production, with its primary operations in the
Antrim Shale of Michigan, the New Albany Shale of Indiana and
Kentucky.


AVIZA TECHNOLOGY: U.S. Trustee Names 3 Members to Creditors Panel
-----------------------------------------------------------------
The United States Trustee for the U.S. Bankruptcy Court for the
Northern District of California appointed three parties to the
official committee of unsecured creditors in the bankruptcy cases
of Aviza Technology, Inc.  The Committee members are ASML,
Armanino McKenna LLP and Genmark Automation.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).
Judge Roger L. Efremsky presides over the Chapter 11 case.
Attorneys at the Law Offices of Murray and Murray represent the
Debtors.  At the time of the filing, Aviza Technology estimated
assets and debts of $10 million to $50 million.


BANK OF AMERICA: Fed Tried to Hide Involvement in Merrill Buy
-------------------------------------------------------------
Times Online reports that lawmakers have claimed to have uncovered
evidence on the Federal Reserve's attempt to hide from other
financial regulators its involvement in Bank of America's Merrill
Lynch & Co acquisition.

Reuters, citing people familiar with the matter, relates that the
Fed withheld information on its dealings with BofA from the U.S.
Securities and Exchange Commission and the Office of the
Comptroller of the Currency.

According to Times Online, lawmakers claimed that the Fed made
inappropriate threats to fire BofA management unless they proceed
with the Merrill deal.  "The [Congressional] committee has already
learned that Ben Bernanke and the Federal Reserve made
inappropriate threats to fire Bank of America management unless
they went ahead with the shotgun wedding that was the Merrill
Lynch acquisition . . .  The Federal Reserve also engaged in a
cover-up and deliberately hid concerns and pertinent details about
the merger from other federal regulatory agencies," Reuters quoted
Darrell Issa, the senior Republican on the committee, as saying.

Michael R. Crittenden and Dan Fitzpatrick at The Wall Street
Journal report that documents show that federal regulators
disagreed strongly over the rescue of BofA.  Citing people
familiar with the matter, WSJ relates that in the months after the
bailout, regulators tightened their grip on the bank's operations,
placing BofA under a supervisory action requiring it to:

     -- take steps to improve its governance,
     -- reassess management, and
     -- improve risk management.

WSJ states that documents unearthed by congressional investigators
show that Federal Deposit Insurance Corp. Chairman Sheila Bair
wrote to Mr. Bernanke before the aid was unveiled, saying that
there was "strong discomfort with this deal at the FDIC."
According to the report, Ms. Bair was referring to a plan to have
the FDIC provide guarantees against losses on BofA assets.  The
report states that that the FDIC then decided to help provide
protection from losses on $118 billion of BofA assets, as part of
a $20 billion package designed to help BofA close its deal for
Merrill.

According to WSJ, the documents also show that top Fed officials
were communicating with Treasury Secretary Timothy Geithner during
the Merrill acquisition talks in December 2008.  WSJ relates that
the documents suggest that negotiations weren't discussed with top
SEC officials until close to the deal's announcement.

Mr. Bernanke will be appearing at a hearing of the House Oversight
and Government Reform Committee, Times Online states.  Citing a
congressional committee spokesperson Hugh Son, Bloomberg News
reports that former Treasury Secretary Henry Paulson will also
appear before the panel in July.  According to the report,
Mr. Paulson's appearance was confirmed by Jenny Rosenberg, an aide
to Edolphus Towns, a New York Democrat and chairman of the House
Oversight and Government Reform Committee, although a date hasn't
been disclosed yet.

          Common Stock Average Price for Exchange Offer

BofA reported the common stock average price of $12.7048 for its
offers to exchange up to 200 million shares of common stock for
outstanding depositary shares for each series of preferred stock.
The exchange offer consists of separate offers for depositary
shares representing each series of the preferred stock.

The common stock average price represents the simple arithmetic
average of the daily per share volume-weighted average price of
BofA common stock for each of the five consecutive trading days
ending on and including June 22, 2009 (the second business day
prior to the scheduled expiration date of the exchange offer).
The number of shares of common stock issuable for each exchanged
depositary share was determined by dividing the applicable
consideration per depositary share by $12.7048, the common stock
average price, and rounded to four decimal places.

Prio-  CUSIP No.  Series of Preferred   NYSE  Consideration
Number
Rity   of         Stock Represented by  Ticker for Deposit-    of
Level  Depositary Depositary Shares     Symbol ary Share
Shares
       Shares                                                 of
                                                             Commo
n
                                                              Stoc
k
                                                               per
                                                              Depo
-
                                                               sit
-
                                                               ary
                                                              shar
e

1      060505815  Floating Rate        BAC PrE $16.25       1.2790
                                                            Non-
                                                         Cumulativ
e
                                                         Preferred
                                                           Stock,
                                                          Series E

2      060505583  Floating Rate        BML PrL $16.25       1.2790
                                                              Non-
                                                         Cumulativ
e
                                                         Preferred
                                                             Stock
,
                                                          Series 5

3      060505633  Floating Rate        BML PrG $15.00       1.1807
                                                              Non-
                                                        Cumulative
                                                         Preferred
                                                            Stock,
                                                          Series 1

4      060505625 Floating Rate         BML PrH $15.00       1.1807
                                                              Non-
                                                        Cumulative
                                                         Preferred
                                                            Stock,
                                                          Series 2

5      060505617 6.375% Non-Cumulative BML PrI $17.00       1.3381
                                                         Preferred
                                                            Stock,
                                                          Series 3

6      060505740 6.625% Non-Cumulative BAC PrI $17.50       1.3774
                                                         Preferred
                                                            Stock,
                                                          Series I

7      060505724 7.25% Non-Cumulative  BAC PrJ $18.75       1.4758
                                                         Preferred
                                                            Stock,
                                                          Series J

8      060505765 8.20% Non-Cumulative  BAC PrH $20.50       1.6136
                                                         Preferred
                                                            Stock,
                                                          Series H

9      060505559 8.625% Non-Cumulative BML PrQ $21.00       1.6529
                                                         Preferred
                                                            Stock,
                                                          Series 8

The exchange offer will expire at midnight, New York City time, on
June 24, 2009, unless extended or earlier terminated by Bank of
America.  Holders of the depositary shares eligible for exchange
will be able to tender their depositary shares, or withdraw their
previously tendered depositary shares, at any time prior to the
expiration of the exchange offer.

The exchange offer would increase BofA's Tier 1 common capital by
an amount equal to the aggregate liquidation preference of the
depositary shares exchanged.  The shares issuable in the exchange
offer are part of Bank of America's previously-announced plan to
exchange common stock for non-government perpetual preferred
stock.  BofA believes that these actions will assist in meeting
the $33.9 billion indicated Supervisory Capital Assessment Program
(SCAP) buffer set by the Federal Reserve.

The exchange offer is subject to the terms and conditions
described in the Offer to Exchange dated May 28, 2009, as amended,
and the related Letter of Transmittal, previously filed with the
Securities and Exchange Commission.

The terms of the exchange offer and procedures for validly
tendering and withdrawing depositary shares are described in
detail in the Offer to Exchange and related materials, copies of
which may be obtained without charge from the information agent
for the exchange offer, D.F. King & Co., Inc., by calling (800)
829-6551 (toll free) or (212) 269-5550 (collect).

The exchange offer is being made to holders of depositary shares
in reliance upon the exemption from the registration requirements
of the Securities Act of 1933, as amended, provided by Section
3(a)(9) of the Securities Act.  This press release is not an offer
to purchase or an offer to exchange or a solicitation of
acceptance of an offer to exchange any securities, and the
exchange offer is being made only pursuant to the terms of the
Offer to Exchange and the related materials.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BILL BARRETT: Moody's Assigns 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and Probability of Default Rating to Bill Barrett Corporation.
Moody's also assigned a B1, LGD5 (75%) rating to the company's
proposed $200 million senior notes due 2016 and a Speculative
Grade Liquidity Rating of SGL-2.  The outlook is stable.

"Bill Barrett's Ba3 rating is supported by management's extensive
experience and successful operational track record in the Rocky
Mountain region, including their previous history with Barrett
Resources," commented Pete Speer, Moody's Vice-President/Senior
Analyst.  "The rating is restrained by the company's lack of
geographic diversification and exposure to volatile Rocky Mountain
natural gas price differentials."

Bill Barrett began active operations in March 2002 and has focused
on acquiring primarily undeveloped acreage in the Rocky Mountain
region.  The company has grown its total proved reserves to
136 million boe at the end of 2008 and average daily production to
40,800 boe in the first quarter of 2009 primarily through organic
means.  These gains in reserves and production were achieved at
competitive costs while maintaining a conservative leverage
profile relative to Ba3 rated peers.  Three year-average finding
and development costs were approximately $13/boe through the end
of 2008, full-cycle costs were approximately $25/boe in the 1st
Quarter of 2009 and leverage as measured against proved developed
reserves was under $7/boe pro forma for a recent acreage
acquisition.

The rating is tempered by Bill Barrett's reserves and production
concentration, with approximately 86% of reserves and 80% of
production concentrated in the Uinta and Piceance Basins in Utah
and Colorado.  Nearly all the reserves and production are natural
gas, leaving the company exposed to the volatile Rocky Mountain
natural gas pricing differentials.  To mitigate this exposure, the
company hedges a high proportion of its forward twelve month
production at regional sales point indices and also uses basis
only swaps to lock in price differentials.  Bill Barrett has
hedged approximately 72% of remaining 2009 production and 58% of
2010 production.

Based on the proposed offering of $200 million of senior unsecured
notes, the company's existing senior secured bank revolver
borrowing base would be reduced to approximately $550 million.
Under Moody's Loss Given Default methodology, the pro forma size
of the borrowing base relative to the senior unsecured notes and
the company's existing convertible senior notes resulted in a
notching down of the proposed notes to B1, one notch below the Ba3
CFR.

The SGL-2 rating reflects Bill Barrett's good liquidity over the
next twelve months following the bond offering.  The company
expects to largely fund capital expenditures with operating cash
flows and will have over $440 million of availability on its
senior secured revolver to fund the modest amount of forecasted
negative free cash flow.  This provides substantial liquidity for
working capital needs and the potential effects of weakening
commodity prices on the company's unhedged production, while also
leaving room for potential reductions in the borrowing base in
future redeterminations.  Bill Barrett currently has ample debt
covenant headroom which should continue due to its high proportion
of hedged production over the coming year.

The stable outlook is based on an expectation that Bill Barrett
continues to restrain its capital expenditures to levels largely
in line with its operating cash flows while achieving its
production targets.  The outlook could be changed to negative if
production were to fall significantly in response to this reduced
pace of capital investment.  The outlook could also be pressured
or the ratings downgraded if the company were to significantly
increase debt through further property acquisitions and/or
outspending its operating cash flows and raise leverage on PD
reserves above $8/boe.

This is the first rating action on Bill Barrett.

Bill Barrett Corporation is an independent exploration and
production company headquartered in Denver, Colorado.


BILL BARRETT: S&P Assigns 'BB-' Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to oil and gas exploration and production
company Bill Barrett Corp.  The outlook is stable.

At the same time, S&P assigned a 'B+' to the company's proposed
$200 million of senior unsecured notes.  The recovery rating on
this debt is '5', indicating expectations for modest (10% to 30%)
recovery of payment in a default.  S&P also assigned a 'B+' rating
to BBG's $172.5 million 5% convertible senior notes due 2028.  The
recovery rating on this debt is '5' indicating expectations for
modest (10% to 30%) recovery in the event of a payment default.

"The ratings on BBG reflect the E&P industry's highly capital
intensive and cyclical nature; limited scale with significant
concentration in the Rocky Mountain region, which generally
results in lower price realizations, and S&P's view that U.S.
natural gas prices are likely to remain weak in the near term,"
said Standard & Poor's credit analyst Amy Eddy.  The ratings also
reflect BBG's relatively moderate financial leverage and strong
inventory of drilling prospects.

As of Dec. 31, 2008, BBG had 818 billion cubic feet equivalent of
total proved reserves, of which a low 53% were developed.  First-
quarter 2009 daily production averaged 245 million cubic feet
equivalent, 95% of which was natural gas, resulting in a reserve
to production ratio of slightly more than nine years on a total
proved basis and about five years on a proved developed basis.
Relative to peers in the 'BB' category, BBG's reserve base is
small and among the most levered to natural gas.

Given the weak industry fundamentals and the company's limited
scale, any positive ratings action is unlikely.  S&P would
consider a negative ratings action if credit measures worsen
materially relative to S&P's current expectations, whether due to
the company incurring debt to finance capital expenditures or
acquisitions or due to S&P's lowering S&P's natural gas pricing
assumptions.  Specifically, S&P would consider a negative ratings
action if debt to EBITDAX approaches 4x.


BNYCP: S&P Cuts Ratings on $307 Mil. Tax-Exempt Bonds to 'BB'
-------------------------------------------------------------
Standard & Poor's Rating Services lowered to 'BB' from 'BB+' its
rating on BNYCP's $307 million 1997 tax-exempt industrial
development bonds due 2022-2036 ($307.0 million outstanding as of
Dec. 31, 2008) and $100 million 1997 taxable senior secured bonds
due 2020 ($98.7 million outstanding as of Dec. 31, 2008).  At the
same time, S&P placed the rating on CreditWatch with negative
implications.

The downgrade reflects the project's low historic and budgeted
debt service coverage levels, combined with concerns regarding the
financial effects of a long-term steam turbine outage that began
in mid-January 2009.  The rating will remain on CreditWatch until
concerns regarding the outage have been resolved.

S&P left unchanged the '3' recovery rating on the bonds, which
indicates meaningful (50%-70%) recovery in the event of a payment
default.


BOEGER LAND: Proposes Paul Jamond as Chapter 11 Counsel
-------------------------------------------------------
Boeger Land Investments LLC seeks permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
Paul M. Jamond, Esq., as its counsel.

The Debtor is not sufficiently familiar with the rights and duties
of chapter 11 as to be able to participate in the bankruptcy
proceeding without the aid of experienced counsel.

Mr. Jamond will charge the Debtor $250 per hour for chapter 11
representation.  He has received a $15,000 retainer from the
Debtor.

Mr. Jamond says he has no connection with the Debtor, its
creditors, or any other party-in-interest, or their attorneys or
the U.S. Trustee's office in this matter.

Mr. Jamond may be contacted at:

     PAUL M. JAMOND, Esq.
     State Bar: 61613
     Attorney at Law
     200 Fourth Street #300
     Santa Rosa, CA 95401
     Tel: (707) 526-4550

Gridley, California-based Boeger Land Investments LLC filed
for Chapter 11 on June 8, 2009, (Bankr. N.D. Calif. Case No.
09-11706).  The Law Offices of Paul M. Jamond represents the
Debtor in its restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


BROWN STEEL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Brown Steel, LLC, has filed for Chapter 11 bankruptcy protection,
in the U.S. Bankruptcy Court for the Northern District of Georgia,
and has hired G. Frank Nason IV of Lamberth, Cifelli, Stokes,
Ellis & Nason to assist it in its restructuring efforts, Janet
Conley posted on the Deal Watch blog.

According to Deal Watch, Brown Steel listed $1 million to
$10 million in assets and debts.

Deal Watch relates that Colonial Bank of Alabama, represented by
Kevin B. Getzendanner of Arnall Golden & Gregory, filed a lawsuit
against Brown Steel in Coweta Superior Court on June 11, claiming
that the Company defaulted on more than $5.6 million in loans.
The lawsuit sought a receiver and injunctive relief, court
documents say.

The Newnan Times-Herald relates that other lawsuits against Brown
Steel include claims that the Company owes:

     -- $103,000 to AIM Steel Inc.;
     -- more than $47,000 to Georgia Powder Coating;
     -- in excess of $27,000 to The Fastenal Company; and
     -- almost $24,000 to Southland Manufacturing.

Deal Watch, citing Mr. Nason, reports that Brown Steel didn't
dispute the debt to Colonial, and that the Company listed Fastenal
and Southland among its 20 largest unsecured creditors.  According
to the report, Mr. Nason said that Brown Steel disputes the AIM
Steel and Georgia Power Coating claims, saying, "We think they owe
[Brown Steel] money."

Mr. Nason said that Colonial was one of the factors that pushed
Brown Steel into Chapter 11 bankruptcy, Deal Watch relates.
Mr. Nason, Deal Watch states, said that Colonial is seeking to
have Brown Steel's receivables assigned to the bank.

Newnan, Georgia-based Brown Steel manufactures and fabricates
structural and plate steel for commercial and industrial
customers.


BUCKSHIRE LLC: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Buckshire, LLC
                c/o Richard D. Sparkman, Trustee
                for Landcraft Management, LLC
                PO Box 1687
                Angier, NC 27501-1687

Case Number: 09-04997

Involuntary Petition Date: June 17, 2009

Court: Eastern District of North Carolina (Wilson)

Petitioners' Counsel: John A. Northen, Esq.
                      Northen Blue LLP
                      1414 Raleigh Road, Suite 435
                      Chapel Hill, NC 27515-2208

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Lillian D. Snow                note                 $12,000
2406 Market Street
Wilmington, NC 28403

Louise D. Thompson             note                 $12,000
2406 Market Street
Wilmington, NC 28403

Margaret D. Bryant             note                 $12,000
1501 Sterling Road
Charlotte, NC 28209


BUTLER SERVICES: Gets Interim Approval to Access GECC Loans
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
interim order authorizing Butler Services International Inc. and
its affiliates to (i) obtain debtor-in-possession in the amount of
up to $13 million, inclusive of all letters of credit, and (ii)
access cash collateral in accordance with a budget.

The Debtors sought permission to obtain DIP financing of up to
$30 million from certain prepetition lenders led by General
Electric Capital Corp.

The Debtors owe $20,155,000, including $1,970,000 under letters of
credit, to first lien lenders, led by General Electric Capital
Corp. as agent.  The Debtors also owe $22 million, inclusive of
interest, in term loans to second lien lenders, led by Monroe
Capital Management Advisors LLC as lender and agent.  The Debtors'
obligations under the GECC facility are senior to liens on the
Debtors' assets securing the Monroe facility.

The Debtors say they need postpetition financing from GECC.  They
say that they won't be able to continue to operate their business
without the proposed DIP financing.  The Debtors have no
unencumbered assets and do not have sufficient cash collateral to
pay all postpetition expenses, including payroll obligation to
1,500 employees.

The Debtors will use the proceeds of the borrowing under the DIP
Financing to (i) pay its prepetition debt to First Lien Lenders,
(ii) fund ongoing working capital and general corporate needs
during the Chapter 11 cases, (iii) pay fees of professionals, (iv)
pay other bankruptcy-related costs, and (v) pay fees and expenses
owed to GECC.

The salient terms of the DIP financing are:

    Borrowers:        Butler Service Group Inc.

    Guarantors:       Butler Services International, Inc., Butler
                      International Inc. and other affiliates

    Agent and Bank:   General Electric Capital Corporation

    Commitment:       $30 million revolving credit facility

    Interest:         Interest on advances to accrue at a rate per
                      annum equal to: (1) Index Rate plus 7.75%;
                      (2) Libor Rate plus 8%; or (3) Commercial
                      Rate plus 8%, computed on the basis of a
                      360-day year

    Security          The obligations under the DIP Facility will
                      have priority over any and all
                      administrative expenses, and will be deemed
                      immediately secured by valid, binding,
                      continuing, enforceable, fully perfected and
                      unavoidable first priority senior priming
                      security interests and liens in and on all
                      property and assets of the Debtors.

    Default Rate:     Applicable interest rate plus 2%

    Commitment Fee:   $250,000 payable to Agent

The Debtors are authorized to use cash collateral within the
meaning of 11 U.S.C. Sec. 363(a).  The Debtors will provide
adequate protection to Monroe in the form of replacement liens in
the Collateral to the extent there is diminution in value, and an
allowed administrative claim against the Debtors' estates under
Section 507(b) of the Bankruptcy Code to the extent the
replacement liens are insufficient.

The official committee of unsecured creditors to be appointed in
the case will have until the earlier of (i) the hearing to
consider approval of the sale of all assets of the Debtors, (ii)
75 days from the Petition Date, to investigate the facility and
validity of the liens of the first lien lenders.

The Court will convene a hearing to consider final approval of the
financing on June 29.

The DIP Agent is represented by:

     Rick Denhup, Esq.
     Kristine M. Shryock, Esq.
     Paul Hastings Janofsky & Walker, LLP
     75 E. 55th St.,
     New York, NY 10022

           -- and --

     Mark D. Collins, Esq.
     Paul N. Heath, Esq.
     Richards Layton & Finger, P.A.
     920 North King Street,
     Wilmington, Delaware 19801

Monroe is represented by:

     Damon DiCastri, Esq.
     Winston & Strawn LLP
     35 W. Wacker Drive,
     Chicago, Illinois

                       About Butler Services

Butler Services International Inc. has been in the business of
providing outsourcing, project management and technical
augmentation services for over 60 years.  The Debtors also provide
(i) fleet services, primarily to certain key telecommunications
services clients, and (ii) ideas, strategies and tactics to
executive leaders for building more effective organizations
through the publication of Chief Executive Magazine.  Its
worldwide corporate headquarters are located in Fort Lauderdale,
Florida.  A non-debtor affiliate maintains an office in Hyderabad,
India, from which the Debtors provide offshore service delivery.
Butler International Inc. is a publicly owned entity whose common
stock is traded on the Pink Sheets.

Butler Services, together with publicly traded unit Butler
International Inc. and other affiliates, filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No.
09-11914).   The Debtors have tapped Moses & Singer LLP as
bankruptcy attorneys and Bayard, P.A., as co-counsel.  The Debtors
are also employing RAS Management Advisors, LLC as chief
restructuring advisor, Venturi & Company LLC, as investment
banker, J.H. Cohn LLP, as interim accounts, and Donlin Recano &
Company Inc. as claims and noticing agent.  The Creditors
Committee is represented by Potter Anderson & Corroon LLP.


BUTLER SERVICES: Proposes Bayard P.A. as Co-Counsel
---------------------------------------------------
Butler Services International Inc. and its affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Bayard, P.A., as co-counsel.

Given that their cases are complex, they require an expeditious
sale process to retain value for the estates, the Debtors need an
efficient legal services through out their Chapter 11 cases.
Bayard will work with co-counsel Moses & Singer to insure that
there is no duplication of services.

Bayard will, among other things, (a) provide legal advice with
respect to the Debtors' powers and duties as debtors-in-possession
in the continued operation of their business and management of
their properties, (b) prepare the necessary pleadings, and (iii)
appear in Court to protect the interests of the Debtors.

Bayard will charge the Debtors based on its regular hourly rates:

     Directors                $485 to $765
     Associates and Counsel   $210 to $485
     Legal Assistants         $155 to $230

Bayard will also seek reimbursement for all costs and expenses
incurred, including telephone and telecopier charges, travel
expenses, and expenses for "working meals."

Bayard received a $22,000 retainer prepetition.

Bayard does not hold or represent any interest materially adverse
to the interests of the Debtors' estates or any class of creditors
or equity security holders.

Bayard may be contacted at:

     Charlene D. Davis, Esq.
     Bayard, P.A.
     222 Delaware Avenue, Suite 900
     Wilmington, Delaware 19801
     Phone: (302) 655-5000
     Fax: (302) 658-6395

                       About Butler Services

Butler Services International Inc. has been in the business of
providing outsourcing, project management and technical
augmentation services for over 60 years.  The Debtors also provide
(i) fleet services, primarily to certain key telecommunications
services clients, and (ii) ideas, strategies and tactics to
executive leaders for building more effective organizations
through the publication of Chief Executive Magazine.  Its
worldwide corporate headquarters are located in Fort Lauderdale,
Florida.  A non-debtor affiliate maintains an office in Hyderabad,
India, from which the Debtors provide offshore service delivery.
Butler International Inc. is a publicly owned entity whose common
stock is traded on the Pink Sheets.

Butler Services, together with publicly traded unit Butler
International Inc. and other affiliates, filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No. 09-
11914).   The Debtors have tapped Moses & Singer LLP as bankruptcy
attorneys and Bayard, P.A., as co-counsel.  The Debtors are also
employing RAS Management Advisors, LLC as chief restructuring
advisor, Venturi & Company LLC, as investment banker, J.H. Cohn
LLP, as interim accounts, and Donlin Recano & Company Inc. as
claims and noticing agent.  The Creditors Committee is represented
by Potter Anderson & Corroon LLP.


BUTLER SERVICES: Proposes Moses & Singer as Counsel
---------------------------------------------------
Butler Services International Inc. and its affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to hire Moses & Singer LLP as their attorneys in their
Chapter 11 cases.

Given that their cases are complex, they require an expeditious
sale process to retain value for the estates, the Debtors need an
efficient legal services through out their Chapter 11 cases.
Moses & Singer will work with co-counsel Bayard, P.A., to insure
that there is no duplication of services.

M&S will, among other things, (a) provide legal advice with
respect to the Debtors' powers and duties as debtors-in-possession
in the continued operation of their business and management of
their properties, (b) prepare the necessary pleadings, and (iii)
appear in Court to protect the interests of the Debtors.

M&S has become familiar with the Debtors' business, financial
affairs, and capital structure after representing the Debtors in
connection with, among other things, potential transactions since
March 11, 2009. M&S received $1,229,776 in payments since its
engagement.

M&S intends to charge the Debtors for services rendered at its
normal hourly rates, which are $455 to $790 for members and
counsel, $225 to $455 for associates, and $220 for
paraprofessionals.  M&S will also seek reimbursement for all costs
and expenses incurred, including toll calls, overtime, cost of
food at meetings, and overtime meals.

Jeffrey Davis, Esq., a member of M&S, says his firm does not hold
or represent any interest materially adverse to the interests of
the Debtors' estates or any class of creditors or equity security
holders.  It is a "disinterested person" as that term is defined
in 11 Sec. 101(14).

Moses & Singer may be contacted at:

     Alan E. Gamza, Esq.
     Andrew P. Lederman, Esq.
     Moses & Singer LLP
     The Chrysler Building
     405 Lexington Avenue
     New York, NY 10174
     Tel: (212) 554-7800
     Fax: (212) 554-7700

                       About Butler Services

Butler Services International Inc. has been in the business of
providing outsourcing, project management and technical
augmentation services for over 60 years.  The Debtors also provide
(i) fleet services, primarily to certain key telecommunications
services clients, and (ii) ideas, strategies and tactics to
executive leaders for building more effective organizations
through the publication of Chief Executive Magazine.  Its
worldwide corporate headquarters are located in Fort Lauderdale,
Florida.  A non-debtor affiliate maintains an office in Hyderabad,
India, from which the Debtors provide offshore service delivery.
Butler International Inc. is a publicly owned entity whose common
stock is traded on the Pink Sheets.

Butler Services, together with publicly traded unit Butler
International Inc. and other affiliates, filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No.
09-11914).   The Debtors have tapped Moses & Singer LLP as
bankruptcy attorneys and Bayard, P.A., as co-counsel.  The Debtors
are also employing RAS Management Advisors, LLC as chief
restructuring advisor, Venturi & Company LLC, as investment
banker, J.H. Cohn LLP, as interim accounts, and Donlin Recano &
Company Inc. as claims and noticing agent.  The Creditors Comittee
is represented by Potter Anderson & Corroon LLP.


BUTLER SERVICES: Pursues Prompt Going-Concern Sale; Bids Due Today
------------------------------------------------------------------
Butler Services International Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware for a prompt sale process of their business as a going
concern.

The Debtors have a stalking horse deal with Butler America LLC,
which offered $26,875,000 for the assets, subject to adjustment.

The Court approved procedures allowed parties to rival Butler
America's offer.  Competing bids must have a minimum overbid of
$250,000 and are due June 26, 2009.

The Debtors will conduct an auction on June 27, 2009 at 10:00 a.m.
Easter time.  The Debtors will seek approval of the sale to Butler
America or to the winning bidder on June 29.

The Court also approved a break-up fee, which will be paid to
Butler America in the event the Debtors close a sale with other
parties.

In 2008, the Debtors restructured their business from a branch
footprint structure to vertical chains by industry.  This process
resulted in significant internal discontent, which, in turn
resulted in the loss of many of the Debtors' valued employees and
business with them.  The Debtors also entered into a "not to
exceed" contract with one of their customers that ultimately
resulted in a significant loss due to performance issues.

The combination of these events over the course of the past year
resulted in the Debtors experiencing severe cash shortfalls, which
lead to payroll shortfalls to its employees over a two-month
period in the third quarter of 2008.

The Debtors have lost major customers, are losing money and are in
a substantial over-advance position with their senior lender,
General Electric Capital Corporation.

Absent a prompt sale, the Debtors expect to be required to
liquidate.  The Debtors believe that a sale of their assets as a
going concern is the only viable alternative.

The Debtors have met with numerous parties over the course of many
months and recently entered into an asset purchase agreement with
Butler America.  Butler America has required a July 1 entry of an
order approving the sale.

The salient terms of the APA are:

    Purchased Assets.   Includes leases, customer contracts,
                        customer information, all of the Debtors'
                        personal property and intangible property,
                        receivables, certain insurance policies,
                        all causes of action relating to
                        intellectual property, and all of the
                        Debtors' ownership rights and equity
                        interest in Butler Technical Services
                        India Private Limited and other non-debtor
                        subsidiaries.

    Purchased Assets.   Includes leases, customer contracts,
                        customer information, all of the Debtors'

    Break-Up Fee.       Butler America is entitled to receive a
                        $838,000 break-up fee, equal to 3% of the
                        purchase price.

    Closing Date.       Closing will be held upon the earlier to
                        occur of (i) the second business day after
                        entry of the sale order, and (ii) July 10,
                        2009.

    Termination.        Butler America may terminate the APA if an
                        approval order is not entered by the Court
                        on or before July 1, 2009.

Despite objections by the Official Committee of Unsecured
creditors formed in the Chapter 11 cases, the Court approved a
quick sale process for the Debtors' business.  The Creditors
Committee had claimed that additional time is necessary in order
to ensure that the rights of all of the Debtors' constituencies
are preserved in the sale process.  The Committee is also
complained that the abbreviated schedule does not provide an
adequate opportunity for interested buyers to participate in the
sale process.

                       About Butler Services

Butler Services International Inc. has been in the business of
providing outsourcing, project management and technical
augmentation services for over 60 years.  The Debtors also provide
(i) fleet services, primarily to certain key telecommunications
services clients, and (ii) ideas, strategies and tactics to
executive leaders for building more effective organizations
through the publication of Chief Executive Magazine.  Its
worldwide corporate headquarters are located in Fort Lauderdale,
Florida.  A non-debtor affiliate maintains an office in Hyderabad,
India, from which the Debtors provide offshore service delivery.
Butler International Inc. is a publicly owned entity whose common
stock is traded on the Pink Sheets.

Butler Services, together with publicly traded unit Butler
International Inc. and other affiliates, filed for Chapter 11
bankruptcy protection on June 1, 2009 (Bankr. D. Del. Case No.
09-11914).   The Debtors have tapped Moses & Singer LLP as
bankruptcy attorneys and Bayard, P.A., as co-counsel.  The Debtors
are also employing RAS Management Advisors, LLC as chief
restructuring advisor, Venturi & Company LLC, as investment
banker, J.H. Cohn LLP, as interim accounts, and Donlin Recano &
Company Inc. as claims and noticing agent.  The Creditors
Committee is represented by Potter Anderson & Corroon LLP.


CAL-RIO LLC: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cal-Rio, LLC
        1845 Chicago Ave. Bldg C
        Riverside, CA 92507

Bankruptcy Case No.: 09-24087

Chapter 11 Petition Date: June 24, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Todd L. Turoci, Esq.
                  The Turoci Firm
                  3237 Twelfth Street
                  Riverside, CA 92501
                  Tel: (888) 332-8362
                  Fax: (866) 762-0618
                  Email: tturoci@aol.com

Total Assets: $335,000

Total Debts: $1,071,556

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

          http://bankrupt.com/misc/cacb09-24087.pdf

The petition was signed by Ivano Stamegna.


CARITAS HEALTH: Can Sell Equipment Assets for $3,125,000
--------------------------------------------------------
The U.S. Bankruptcy court for the Eastern District of New York has
approved (i) the sale of certain of Caritas Health Care, Inc., et
al.'s equipment assets to Centurion Service Group, LLC and
Perfection Plan Liquidations, LLC, and (ii) the retention of the
purchasers as liquidation agents regarding sales of the medical
supplies.

The Debtors, in consultation with the official committee of
unsecured creditors, have agreed to an adjusted purchase price
with respect to the sale of the medical equipment from
$3.4 million to $3.125 million.

As reported in the Troubled Company Reporter on May 28, 2009,
the Court approved on May 20, 2009, procedures for the sale of the
medical equipment and related assets of Caritas Health Care, Inc.,
et al., and the engagement of a disposition agent with respect to
the sale of the medical supplies in an auction process.

Centurion and Perfection, which have been designated as
stalking horse bidder, offered to pay Caritas $3,400,000 for the
medical equipment.

As reported in the Troubled Company Reporter on May 11, 2009,
with respect to the medical supplies, for a period of 90 days from
the closing date of the sale of the medical equipment, the
stalking horse bidder will conduct auctions at the Debtors'
facilities and online, charging a buyer's premium of 10% in
respect of sales occurring at the Debtors' facilities and 17% in
respect of sales occurring online, but charging no additional
commission to the Debtors.

The net proceeds, after subtraction of the Buyer's Premium and any
sales and similar taxes, will be remitted to Caritas on the next
business day following said sales.

A full-text copy of the proposed bid procedures and the agreement
with the Stalking Horse Bidder dated April 30, 2009, is available
at http://bankrupt.com/misc/Caritas.EquipmentProtocol.pdf

                  About Caritas Health Care Inc.

Caritas Health Care, Inc., is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital.  Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for
Chapter 11 on February 6, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-
40901).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors as counsel.
JL Consulting LLC, is the Debtors' restructuring consultant.
Montclair Partners, LLC, is the financial advisor to the Debtors.
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alson & Bird
LLP, represent the official committee of unsecured
creditors as counsel.  SilvermanAcampora LLP is the Committee's
conflicts counsel.  In its bankruptcy petition, Caritas listed
assets of $50 million to $100 million, and debts of $100 million
to $500 million.


CARITAS HEALTH: Plan Filing Period Extended to October 4
--------------------------------------------------------
The U.S. Bankruptcy court for the Eastern District of New York has
extended Caritas Health Care, Inc., et al.'s exclusive period to
propose a plan until October 4, 2009, and their exclusive period
to solicit acceptances thereof until December 3, 2009.  This is
the first extension of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on May 28, 2009, the
Debtors said they anticipated completing the sale of their
equipment and medical supplies by the end of August, and have
retained a brokerage firm to assist them with efforts to monetize
their real estate assets.  The Debtors related that until they
have completed the process of monetizing their main assets, they
would not be able to ascertain whether they will have sufficient
funds to propose and confirm a plan of liquidation.

                  About Caritas Health Care Inc.

Caritas Health Care, Inc., is the owner of Mary Immaculate
Hospital and St. John's Queens Hospital.  Caritas, created by
Wyckoff Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for
Chapter 11 on February 6, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-
40901).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors as counsel.
JL Consulting LLC, is the Debtors' restructuring consultant.
Montclair Partners, LLC, is the financial advisor to the Debtors.
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alson & Bird
LLP, represent the official committee of unsecured creditors as
counsel.  SilvermanAcampora LLP is the Committee's conflicts
counsel.  In its bankruptcy petition, Caritas listed assets of
$50 million to $100 million, and debts of $100 million to
$500 million.


CARAUSTAR INDUSTRIES: Wins Permission to Use Lenders' Collateral
----------------------------------------------------------------
Caraustar Industries, Inc., and its affiliates won final approval
from Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia, in Atlanta, to access cash subject
to the interest of their prepetition lenders.

The Debtors owe Bank of America, N.A., as agent to certain secured
lenders $16,000,000 on account of outstanding letters of credit
and $2,500,000 to Banc of America Leasing & Capital, LLC.  BofA
and BALC were granted liens and security interests on and in
substantially all of the DEbtors' assets other than real property.

As adequate protection for the use of cash collateral, the Debtors
will pay, out of the first advances under the DIP facility, the
outstanding liquidated balance of the Prepetition Indebtedness and
will further provide BofA cash collateral in an amount equal to
105% of the outstanding balance.  They Debtors may also provide
replacement liens.

BofA is represented by:

     Rufus T. Dorsey, Esq.
     Parker, Hudson, Rainer & Dobbs LLP
     1500 Marquis Two Tower
     285 Peachtree Center Avenue, N.E.
     Atlanta, Georgia 30303

                    About Caraustar Industries

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

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


CASELLA WASTE: Moody's Assigns 'Ba2' Rating on Restated Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the planned
restated credit facility and a B2 rating to the planned new issue
of $205 million of senior secured second lien notes due 2014 of
Casella Waste Systems, Inc.  Moody's is maintaining the B2
Corporate Family and Probability of Default ratings and the Caa1
rating of the $195 million senior subordinated notes due February
2013.  The outlook is negative.

Proceeds of the Notes and new credit facility, including a
$100 million term loan and a draw on the new $180 million
revolver, will fund the refinancing of Casella's existing credit
facility (not rated), which matures on April 28, 2010.  The
refinancing will resolve the cause of the going concern opinion
Casella received from its auditor in the audit opinion for
Casella's April 30, 2009 financial statements.  "The successful
completion of the planned refinancing will alleviate the downwards
rating pressure related to uncertainty about Casella's liquidity
position, driven by the currency of the existing debt structure
and the potential to fall, or remain, out of compliance with one
or more financial covenants of the existing credit facility," said
Moody's analyst, Jonathan Root.  However, "it does not address the
potential pressure on earnings and operating cash flow of the
continuing weak demand environment, which Moody's expects could
linger well into 2010."

The negative outlook considers the potential for credit metrics to
further weaken because of continuing weak demand that would
outweigh management's pricing and cost initiatives.

Casella's ability to grow margins and cash flow will be important
rating factors, as the anticipated increased debt service
requirements could pressure funds from operations.

The B2 corporate family rating reflects the expectation that
Casella's operations should produce a level of funds from
operations that covers debt service obligations with modest
cushion.  Leading positions in many of its markets, the increased
focus on cost reductions and the intent to enhance yield should
help to mitigate pressure on earnings and cash flows that could
occur over the near term as solid waste volumes and recycling
earnings remain under pressure.  These more disciplined management
practices should also help to mitigate pressure on the credit
profile that Moody's anticipates will result from the higher
interest burden of the refinanced credit agreement.  The B2 rating
also considers that free cash flow is likely to remain modest,
which could limit flexibility to de-lever the capital structure.

The ratings could be downgraded, potentially more than one notch,
if Casella does not complete the planned refinancing by July 31,
2009, the current expiration date of the current covenant waiver
from the bank group, at pricing levels that allow it to adequately
service the cost of the new debt structure.  FFO + Interest to
Interest that approaches 2.0 times and/or Debt to EBITDA above 6.0
times could result in a downgrade of the ratings.  The outlook
could be stabilized if FFO + Interest to Interest is sustained at
about 3.0 times or Retained Cash Flow to Net Debt is sustained
above 12 percent.  Sustained free cash flow to debt above 5.0
percent could also result in the stabilization of the outlook.

The last rating action was on March 9, 2009, when the CFR was
changed to B2 from B1 and the subordinated note rating was lowered
to Caa1 from B3.

Assignments:

Issuer: Casella Waste Systems, Inc.

  -- Senior Secured Bank Credit Facility, Assigned Ba2, 15 - LGD2
  -- Senior Secured Regular Bond/Debenture, Assigned B2, 51 - LGD4

Casella Waste Systems, Inc., based in Rutland, Vermont, is a
vertically-integrated regional solid waste services company that
provides collection, transfer, disposal and recycling services to
residential, industrial and commercial customers, primarily in the
eastern United States.


CATHOLIC CHURCH: Court Issues Final Decree Closing Tucson Case
--------------------------------------------------------------
Judge James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona issued a final decree on March 30, 2009,
closing the bankruptcy case of the Diocese of Tucson.

Tucson's Third Amended Plan of Reorganization was confirmed on
July 11, 2005, and was declared effective September 20, 2005.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  The Archdiocese of Portland in Oregon filed for
chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6,
2004.  Thomas W. Stilley, Esq. and William N. Stiles, Esq. of
Sussman Shank LLP represent the Portland Archdiocese in its
restructuring efforts.  Portland's Schedules of Assets and
Liabilities filed with the Court on July 30, 2004, the Portland
Archdiocese reports $19,251,558 in assets and $373,015,566 in
liabilities.  (Catholic Church Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Davenport Reports Progress on Undertakings
-----------------------------------------------------------
In compliance with its confirmed Plan of Reorganization, the
Diocese of Davenport issued a progress report on its non-monetary
undertakings on June 5, 2009.

The Report shows that the Diocese has completed all ongoing
investigations concerning allegations of abuse and the names of
credibly accused perpetrators have been released and published on
the diocesan Web site.  In a statement dated May 21, 2009, the
Diocese announced that it added to its list of credibly accused
clergy three names: Daniel Emrich, William Kerrigan and James
Lawrence.

Among other things, the Report states that Bishop Martin Amos (i)
had conducted 47 atonement services at parishes where abuse
occurred or where a perpetrator had served, (ii) publicly supports
the elimination of all criminal statutes of limitation for child
sexual abuse committed by clergy or others in positions of
authority, and (iii) has personally sent two letters of apology to
tort claimants as requested.  No additional letters of apology are
currently pending.

Copies of the report and its supplement are available for free at:

http://bankrupt.com/misc/Davenport_NonMonetaryReport_060509.pdf
   http://bankrupt.com/misc/Davenport_Supp_Report_060509.pdf

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News, Issue No. 129; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CEDAR PROFESSIONAL: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cedar Professional Center LLC
           dba Cedar Professional Plaza
        23413 39th Avenue SE
        Bothell, WA 98021

Bankruptcy Case No.: 09-16158

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Dallas W. Jolley Jr., Esq.
                  Attorney at Law
                  4707 S Junett St., Ste B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  Email: t_steenson@yahoo.com

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

Estimated Debts: $500,001 to $1,000,000

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/wawb09-16158.pdf

The petition was signed by Craig Edward Bernhart, member of the
Company.


CHEMTURA CORP: AFC, et al., Seek Shareholders' Committee
--------------------------------------------------------
Allied Financial Corp., William M. Flynn, Larry C. Floyd, Jr.,
Michael Flynn, and Venu Ganga, all shareholders of Chemtura
Corporation, ask Judge Robert Gerber, in separate letters filed
with the Court, to appoint a stockholders' committee in the
Debtors' Chapter 11 cases to protect the interest of all related
shareholders.  The Shareholders assert that they are entitled to
receive a fair price for their holdings of Chemtura stock.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Committee Seeks to Retain FTI as Accountant
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Chemtura Corp.'s
Chapter 11 cases seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to retain FTI Consulting,
Inc., as its forensic accountant, nunc pro tunc to May 5, 2009.

As the Committee's forensic accountant, FTI will:

  (a) assist in the evaluation and analysis of certain causes of
      actions, including fraudulent conveyances and preferential
      transfers;

  (b) assist with the review and analysis of historical and
      current intercompany relationships between the Debtors and
      their non-Debtor affiliates and their related claims;

  (c) assist in the analysis of consolidation considerations,
      including preparation of substantive consolidation or
      deconsolidation analysis, as necessary; and

  (d) render other general business consulting or assistance as
      the Committee or its counsel may deem necessary that are
      consistent with the role of a forensic accountant.

FTI will be paid for its services based on its customary rates:

    Professional                       Hourly Rates
    -------------                      -------------
    Senior Managing Directors          $710 to $825
    Directors, Managing Directors      $520 to $685
    Associates, Consultants            $255 to $480
    Paraprofessionals                  $105 to $210

FTI will also be reimbursed for actual and necessary expenses
incurred in connection with the engagement.

The Committee also asks the Court to approve indemnification
provisions for the benefit of FTI, whereby the Debtors will
indemnify FTI for any claims related to its engagement by the
Committee.

Michael Eisenband, a senior managing director at FTI Consulting,
Inc., disclosed that his firm has had engagements involving the
Debtors and non-Debtor affiliates in matters unrelated to the
Debtors' Chapter 11 cases.  He assures the Court that his firm
does not represent any other entity having an adverse interest in
connection with the Debtors' cases.  FTI will conduct an ongoing
review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise, and will supplement
its disclosure in the event any new material facts are
discovered, Mr. Eisenband tells the Court.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Court Allows Set-Off of Dow, Croda Obligations
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
modified the automatic stay to allow Dow Chemical Company to
exercise set off rights to mutual debts with Debtors Chemtura
Corporation and Great Lakes Chemical Corporation pursuant to a
revised stipulation.

Dow Chemical, Chemtura and Great Lakes revised their stipulation
to reflect concerns raised by the Official Committee of Unsecured
Creditors.  As part of the Committee's review of Dow Chemical's
bid to set off its mutual debt and of the joint stipulation, the
Committee identified six invoices and a credit memo representing
prepetition amounts owed between Dow Chemical and Great Lakes that
were mistakenly included as prepetition amounts owed between them.

After proper allocation of the prepetition amounts, the parties
revised their stipulation to reflect that:

  -- the net amount owed by Dow Chemical to Chemtura is $54,580,
     and

  -- the net amount owed by Dow Chemical to Great Lakes is
     $402,310.

The parties also agree that the net payment of $456,891 remains
unchanged.

The Court also modified the automatic stay pursuant to a consent
order between Chemtura and Croda, Inc., to allow Croda to set off
mutual obligations with Chemtura.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Great Lakes Sues VanDeMark to Perform Under Deal
---------------------------------------------------------------
Chemtura Corp. unit Great Lakes Chemical Corporation commenced an
adversary complaint against VanDeMark Chemical, Inc., on June 1,
2009, seeking declaratory judgment that VanDeMark violated the
automatic stay by attempting to refuse performance of a contract
postpetition.

Before the Petition Date, Great Lakes and VanDeMark were parties
to a contract, whereby Great Lakes agreed to purchase from
VanDeMark, and VanDeMark agreed to supply to Great Lakes, all of
Great Lakes' requirement for phosgene, a certain chemical the
Debtors use in their business operations.

In May 2009, after it agreed that the Debtors may place an order
for phosgene, VanDeMark informed the Debtors that it would not
perform under the contract unless the Debtors agreed to assume
the contract.  VanDeMark thereafter filed a motion to compel the
Debtors to assume or reject the contract, and several times has
informed the Debtors that it would not ship the order unless the
contract is assumed.

Great Lakes asks the Court to enjoin VanDeMark from refusing to
perform under their contract.  Great Lakes also urges the Court to
award it damages on account of VanDemark's breach of the contract.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Has Deal with Entergy on Deposits; Docs Under Seal
-----------------------------------------------------------------
Chemtura Corp. and its affiliates have entered into a stipulation
with the Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana,
LLC, and Entergy Arkansas, Inc., regarding the Debtors' adequate
assurance deposit to Entergy.  The Debtors have sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to file the stipulation under seal.

"If the terms of the Debtors' agreement with Entergy were to
become public, it may be detrimental to the Debtors' efforts to
resolve disputes with other utility providers as to what
constitutes adequate assurance," says Richard M. Natasha Labovitz,
Esq., at Kirkland & Ellis LLP, in New York.

Entergy, Ms. Labovitz says, has required as part of the terms of
the agreement that the Debtors keep the agreement confidential, as
the stipulation contains information regarding the monthly amounts
that Entergy charges the Debtors for its utility services.

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Seeks to Settle U.S. & Canada Anti-Trust Fines
-------------------------------------------------------------
Chemtura Corporation has certain payables remaining on certain
anti-trust fines as of the Petition Date.  In March 2004, Chemtura
entered into a plea agreement with the United States government,
pleading guilty to a one-count information charge of participating
in a conspiracy to suppress and eliminate competition by
maintaining and increasing the price of certain rubber chemicals
sold in the United States and elsewhere from July 1995 to December
2001 in violation of the Sherman Antitrust Act.  In May 2004, the
United States District Court for the Northern District of
California imposed a $50 million fine on Chemtura, payable in six
annual installments beginning in 2004, without interest.

As of the Petition Date, Chemtura has paid the first five
installment of the U.S. Antitrust Fine or an aggregate of
$34 million.  The remaining $16 million on the Fine was due
May 27, 2009.

In May 2004, Chemtura also pleaded guilty to one count of
conspiring to prevent or lessen competition unduly in the
production, manufacture and supply of certain rubber chemicals in
Canada in violation of federal Canadian law.  The Canadian
federal court in Ottawa thereafter imposed a sentence requiring
Chemtura to pay a fine of C$9 million, payable in six annual
installments, without interest, beginning in 2004.

As of the Petition Date, Chemtura has paid the first five
installments of the Canadian Antitrust Fine or an aggregate of
C$6.2 million.  The remaining payment of approximately
C$2.8 million was due and payable on May 28, 2009.

In May 2009, Chemtura and the U.S government have reached an
agreement to reduce and defer the U.S. Antitrust Fine on the
condition that:

  (a) Chemtura will pay the Government $10 million in four
      installments of $2.5 million each, in full satisfaction of
      the remaining $16 million installment of the U.S.
      Antitrust Fine.  The four installments will be due
      June 30, 2009, December 31, 2009, June 30, 2010 and
      December 31, 2010.

  (b) If Chemtura confirms a Chapter 11 plan of reorganization
      that becomes effective and provides that general unsecured
      creditors of Chemtura will receive more than 62.5% of
      their allowed claims, then Chemtura will pay to the
      Government an additional payment equal to the amount to
      which the Government would have been entitled under that
      Chapter 11 plan, less any payments already made; and

  (c) If Chemtura's Chapter 11 case converts to a Chapter 7
      case, then the United States will be entitled to assert a
      claim for the original amount of the final installment of
      $16 million less any payments already made.

The District Court for the Northern District of California has
already approved the U.S. Settlement.  The Debtors now seek
permission from the U.S. Bankruptcy Court for the District of
Southern New York to enter into their settlement with the U.S.
Government.

Chemtura and Canada have also reached an agreement, providing
that:

  (a) Chemtura will pay Canada C$1.8 million in four equal
      installments of C$450,000 in full satisfaction of the
      final installment of the Canadian Antitrust Fine.  The
      four installment payments will be due June 30, 2009,
      December 30, 2009, June 30, 2010 and December 30, 2010;
      and

  (b) If the unsecured creditors of Chemtura receive a greater
      proportion of their claims than 62.5% pursuant to a
      confirmed Chapter 11 plan that becomes effective in
      Chemtura's Chapter 11 case, then Canada will receive
      payments proportionally varied to reflect the overall
      enhanced portion of the original outstanding amount of
      C$2.88 million.

Chemtura also seeks the Bankruptcy Court's permission to enter
into the agreement with Canada.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
points out that if Chemtura does not enter the Settlement
Agreements, it could be required to pay the full amount of the
Antitrust Fines notwithstanding the bankruptcy discharge.  "Entry
into the Settlement Agreements will increase recoveries for
creditors to the extent that the final installments of the
Antitrust Fines could have been non-dischargeable and paid during
the Chapter 11 cases."

                        About Chemtura Corp

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

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

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

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


CHEMTURA CORP: Taps Biggins Lacy to Evaluate Headquarter Lease
--------------------------------------------------------------
Chemtura Corp. and its affiliates currently hold headquarters in
Middlebury, Connecticut, pursuant to a lease, which runs through
2017.  The Lease costs the Debtors more than $11 million per year
for rent, taxes and utilities.  Section 365(d)(4) of the
Bankruptcy Code, provides that absent landlord consent, the
Debtors will have at most through October 15, 2009, to decide
whether to assume or reject their leases.

The Debtors tell the U.S. Bankruptcy Court for the Southern
District of New York that in connection with their review
of the Lease, they are examining whether to (i) remain at the
headquarters; (ii) move the headquarters locally, or (iii)
relocate the headquarters to one or more different locations.
Certain of the redeployment scenarios will require upfront
investment and one-time costs, which may be offset significantly
by incentives provided by the candidate jurisdictions.

In this light, the Debtors ask the Court, pursuant to Section
363(b) of the Bankruptcy Code, to approve a consulting agreement
they entered into with Biggins Lacy Shapiro & Company, LLC, to
help them in the evaluation process with respect to the Lease.

Pursuant to the parties' Consulting Agreement, Biggins Lacy
will, among others:

  (a) assist the Debtors by supporting their location decision-
      making with an accelerated and integrated project
      management plan;

  (b) quantify the magnitude of the Debtors' potential costs and
      savings, including potential economic development
      incentives, as well as the organizational and operational
      risks and benefits associated with relocation or
      redeployment scenarios; and

  (c) manage a competitive incentives process designed to
      satisfy state and local statutory requirements, while
      achieving approvals for the highest values among
      incentives programs offered by various states.

The Debtors will pay Biggins Lacy based on these rates:

    Professional                           Hourly Rate
    ------------                           -----------
    Engagement Manager                          $600
    Public Sector Financing Specialist          $450
    Financial Modelling & Decision Analyst      $375
    Project Analyst                             $250
    Project Administrator                       $175

The Debtors will also reimburse the Firm's necessary and
reasonable out-of-pocket expenses incurred in connection with the
engagement.  They estimate that total fees for Biggins Lacy under
the Agreement will be $330,000.  The Agreement provides for a
maximum payment of $500,000 in fees and $50,000 in reimbursed
expenses.

The Debtors inform the Court that they may seek similar services
from Biggins Lacy in the future with respect to a smaller
relocation evaluation processes.

                        About Chemtura Corp

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

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

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

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


CITIGROUP INC: Raising Salaries of Many Workers by As Much as 50%
-----------------------------------------------------------------
Stephen Bernard at The Associated Press reports that Citigroup
Inc. is raising the base salaries of many of its employees,
reportedly by as much as 50% for some workers.

The AP, citing a person familiar with the matter, says that the
higher salaries aren't the equivalent of annual raises because
bonuses are being lowered.  The AP notes that the changes could
let Citigroup pay most workers as much as they received in 2008
while adhering to bonus caps.

Employees who would get the raise include traders -- who tend to
be compensated more heavily with bonuses -- and middle- and lower-
level managers whose compensation is more heavily weighted toward
salaries, The AP relates, citing a person familiar with the
matter.  According to The AP, those who receive a base salary and
bonus could see an adjustment, based on an employee's position and
current breakdown of pay between base salary and bonus.  The AP
states that the 100 highest paid Citigroup employees will be
excluded from the bank's revised compensation program due to the
government's additional review over that group's pay.

Citigroup said in a statement that it "continues to examine ways
to ensure its employee compensation practices are competitive in
this very challenging market environment.  Any salary adjustments
are not intended to increase total annual compensation, rather to
adjust the balance between fixed and variable compensation."

The AP states that the government has named lawyer Kenneth
Feinberg as "special master" to supervise compensation packages
awarded to seven companies that have received the most government
support.  Mr. Feinberg, says The AP, can reject pay plans that he
deems excessive and review compensation for the top 100 salaried
employees at those companies.

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.


CITIZENS REPUBLIC: "Exploring" Substantial Debt-to-Equity Swap
--------------------------------------------------------------
"Due to recent and ongoing deteriorating economic conditions
across the United States in general, and in Michigan and the Upper
Midwest specifically," Citizens Republic Bancorp, Inc., exploring
several initiatives to bolster capital and strengthen its balance
sheet.  "The company's intention is to develop and have ready
multiple capital raising alternatives that will ensure Citizens
continues to exceed the regulatory designation of well-capitalized
as further economic developments and implications dictate," the
company said in a news release distributed this week.

Like many financial institutions across the United States,
Citizens has been impacted by deteriorating economic conditions.
Recent events such as bankruptcy filings by significant automotive
manufacturers and suppliers, as well as announced automotive plant
and dealer closings, affect the national economy in general and
the Michigan economy in particular.  As a result, Citizens
believes that additional capital may be necessary to maintain and
strengthen its balance sheet to withstand the effects of increased
economic stress and uncertainty over the coming months and years.
However, Citizens currently has an insufficient number of
authorized but unissued shares available to proactively raise
capital, if deemed necessary.  Therefore, Citizens believes it is
necessary to take steps now to authorize additional shares in
order to have sufficient shares to meet future well-capitalized
levels in a further stressed environment.

Citizens is considering these capital raising initiatives:

    (A) An offer to holders of 5.75% subordinated debentures due
        in 2013 to exchange shares of common stock for such debt.
        If such an offer is made and it is fully successful, this
        exchange would convert up to $125 million of outstanding
        debt to common stock.

    (B) An offer to exchange shares of common stock for
        outstanding trust preferred securities that are traded on
        the New York Stock Exchange (CTZ-PA).  There is currently
        $150 million aggregate liquidation amount of these
        securities outstanding.  Distributions on these securities
        are payable quarterly in arrears at an annual rate of
        7.5%.

    (C) One or more offerings of common stock or convertible
        preferred stock for cash.

    (D) An investment by the U.S. Treasury of up to $190 million
        pursuant to its Capital Assistance Program and up to an
        additional $100 million under the Capital Assistance
        Program that would be used to redeem a portion of the
        outstanding preferred stock issued to the U.S. Treasury
        under its Capital Purchase Program in 2008.

Citizens has called a special meeting of shareholders to be held
on August 20, 2009, at 8:30 a.m., at the Genesys Conference and
Banquet Center located at 805 Health Park Blvd. in Grand Blanc,
Michigan, for shareholders of record on June 30, 2009.  The
purposes of this meeting are to:

   (1) seek approval of an increase in the number of authorized
       shares of common stock from 150,000,000 to 1,050,000,000
       shares,

   (2) seek approval of a proposal to issue additional shares of
       common stock in exchange for up to $125 million principal
       amount of the outstanding subordinated debentures (for
       which shareholder approval is required by Nasdaq rules),
       and

   (3) grant the board of directors authority to adjourn, postpone
       or continue the special meeting.

A copy of the Citizens Republic's Proxy Statement is available at
http://is.gd/1dqYEat no charge.

As a result of ongoing volatility in the financial industry, the
challenging economic conditions in Michigan and the Upper Midwest,
the impact of continued deterioration in the credit quality of
Citizens' loan portfolios, and the uncertain trickle-down effect
of recent bankruptcy filings by several major companies in the U.S
automotive industry, Citizens determined it was necessary to
perform an interim goodwill impairment test.  As a result,
Citizens performed an interim goodwill impairment test during the
second quarter of 2009 which included discounted cash flow and
portfolio pricing analyses that reflected management's outlook for
the current business environment.  Based on these analyses,
Citizens believes that the goodwill allocated to its Regional
Banking reporting unit is impaired due to the continued
deterioration in the credit quality of Citizens' loan portfolios
and lower earnings due to the challenging economic conditions.
Accordingly, on June 25, 2009, Citizens estimated the non-cash
goodwill impairment charge will be approximately $270 million
during the second quarter of 2009.  The goodwill impairment charge
is not tax deductible, does not impact Citizens' tangible equity
or regulatory capital ratios, and does not require future cash
expenditures or adversely affect Citizens' overall liquidity
position.

As required under SFAS 142, "Goodwill and Other Intangible
Assets," Citizens is concluding its interim impairment test and
expects to complete this process prior to releasing its second
quarter 2009 results.  While the aforementioned goodwill
impairment charge is an estimate, Citizens does not anticipate the
final analysis to be materially different.  This interim goodwill
assessment will not change the timing of Citizens' annual goodwill
impairment test.

Citizens Republic Bancorp (Nasdaq: CRBC) --
http://www.citizensbanking.com/-- is a diversified financial
services company providing a wide range of commercial, consumer,
mortgage banking, trust and financial planning services to a broad
client base.  Citizens serves communities in Michigan, Ohio,
Wisconsin, and Indiana as Citizens Bank and in Iowa as F&M Bank,
with 231 offices and 267 ATMs.  Citizens Republic Bancorp is the
largest bank holding company headquartered in Michigan with roots
dating back to 1871.  Citizens Republic Bancorp is the 43rd
largest bank holding company headquartered in the United States.


CITY OF MINNEAPOLIS: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
------------------------------------------------------------------
Moody's has downgraded the rating of Minneapolis (City of)
Minnesota, Multifamily Housing Revenue Bonds, 1998 A (GNMA
Collateralized Mortgage Loan \'97 University Village) to Ba2 from
Aaa and removed the bonds from Watchlist for Possible Downgrade.
The bonds were placed on Watchlist on September 18, 2008, as a
result of rating actions on American International Group, Inc.,
which was subsequently downgraded to A3/P1.  AIG had provided the
guaranteed investment contract for the revenue account in the
transaction.  The downgrade and removal from Watchlist for
Possible Downgrade of the bonds is based on the termination of the
GIC by the Trustee and the investment of the revenue account in
money market funds earning substantially less than the GIC, as
well as a review of the probability that money market rates for
the revenue fund of the bonds will go above a rate of
approximately 4.5% over the near term and the levels of shortfall
that the program would experience in the event that these
investment rates are not achieved.  The 4.5% rate is the
investment rate that is necessary to provide the program with
sufficient earnings to continue to pay debt service on the bonds
in the long run.

                Security and Basis for the Rating

The bonds are secured by a mortgage-backed security guaranteed as
to full and timely payment of principal and interest by the
Government National Mortgage Association.  GNMA guarantees to
maintain payments of principal at the maturity date of and
regularly scheduled interest on the MBS regardless of the actual
performance of the underlying mortgage loan.  The full faith and
credit of the United States back the GNMA guarantee.  A sound
legal structure provides additional security for bondholders.
Furthermore, Moody's reviewed various cash flow scenarios
demonstrating that revenue from the MBS, together with interest
earnings on funds invested in an AIG GIC, which acted as revenue
fund for the bonds, would have been sufficient to guaranty
sufficiency of debt service payment on the bonds.

                    Recent Developments

The AIG GIC was an integral support to the bond structure.
Mortgage payments were deposited monthly to the GIC and interest
earnings on these funds were added to the balance in the revenue
fund.  The interest earnings were sufficiently high enough to
ensure that the revenue balance would not fall below the level
necessary to pay debt service.  Prior to AIG's downgrade to A3/P1
on September 18, 2008, the Issuer directed the Trustee to
liquidate the AIG GIC, the balance of which is being invested at
rates significantly lower than the original GIC rate.  Currently,
the Trustee is investing the revenue account in a money market
fund earning approximately 0.0006% which is substantially below
the rate that the program was projected to receive from the GIC
when the bonds were structured.  At this very low interest rate,
cash flow projections show that there will be insufficient funds
available to pay debt service on the bonds beginning in
approximately 5 years from now.  However, cash flow projections
also demonstrate that an effective weighted average interest rate
for the revenue fund of approximately 4.5% needs to be achieved
for sum-sufficiency.

The Issuer has been in conversation with HUD concerning a possible
current refinancing this summer.  However, at this time Moody's
has not seen any documentation or notice of refinancing.  Should a
refinancing occur the rating would be revisited

                            Analysis

In determining the rating, Moody's evaluated three factors: the
Probability of Default, which is the risk that interest rates will
remain below an effective weighted average interest rate of 4.5%
for the life of the transaction; the Loss Given Default, which is
the possible loss to bondholders from rates remaining below 4.5%;
and, the Expected Loss Rate, which is the product of the PD and
LGD.

Moody's believes that the transaction is exposed to high default
risk, based on Moody's review of interest rate behavior,
specifically the three-month Federal Funds Rate, in both
recessionary and non-recessionary environments and the likelihood
of interest rates remaining below certain levels for different
periods of time.  Moody's also considered interest rate forecasts
from a variety of other sources and incorporated these forecasts
into the cash flow projections for the bonds.  Moody's also
considered a range of LGDs, with the most extreme scenario
envisioning interest rates remaining at effectively 0% for the
foreseeable future.  Under the scenarios studied, the analysis
suggests ELs consistent with a Ba-category rating.  Moody's will
continue to monitor interest rate movements for money market funds
and take action as appropriate.

                             Outlook

The Developing outlook is based on Moody's expectation that if
rates do not rise to the required 4.5% level in an appropriate
timeframe, default will occur in five years in combination with
the possibility of a current refinancing with the assistance of
HUD that would change the structure of the deal and require a
review of the credit.

                What could shift the rating -- UP:

  -- Increase in interest rates to above 4.5%
  -- Purchase of a GIC that guarantees an investment rate of 4.5%

               What could shift the rating -- DOWN:

  -- Rates continue to remain at very low levels

The last rating action with respect to the bonds was on
September 18, 2008, when its ratings were placed under review for
possible downgrade.


CONSECO INC: Enters Into Reinsurance Transaction to Build Capital
-----------------------------------------------------------------
Conseco, Inc., entered into an agreement under which two insurance
companies in its Conseco Insurance Group unit will co-insure, with
an effective date of January 1, 2009, about 104,000 non-core life
insurance policies with Wilton Reassurance Company, a Minnesota
reinsurance company.

"Completing this step is expected to increase Conseco's
consolidated risk-based capital ratio by 8 percentage points,
along with increasing statutory capital," said Conseco CEO Jim
Prieur. "In addition, this transaction will further simplify our
administrative operations as we focus on our core insurance
businesses."

In the transaction, Wilton Re will pay a ceding commission of
approximately $57.5 million and 100% coinsure and administer these
policies.  The Conseco companies will transfer to Wilton Re
approximately $409 million in cash and policy loans and $466
million of statutory policy and other reserves.  The transaction,
which is subject to the approval of insurance regulators in
Illinois and Wisconsin, is expected to be completed in the third
quarter of 2009.

Most of the policies involved in the transaction were issued by
companies that were later acquired by Conseco.  Approximately 70%
of the policies being coinsured are from Washington National
Insurance Company; the remainder is from Conseco Insurance
Company.

As a result of the transaction, Conseco expects to record an
increase to its deferred tax valuation allowance of approximately
$18 million in the third quarter of 2009. Conseco also expects to
record a deferred gain of approximately $25 million.  In
accordance with generally accepted accounting principles, this
gain will be recognized over the remaining life of the block.  In
the first quarter of 2009, the block being coinsured generated
GAAP after-tax earnings before overhead of approximately
$2.5 million.

                        About Conseco Inc.

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

                           *     *     *

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

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

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

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


CONSOLIDATED RESORTS: Files for Bankruptcy Protection
-----------------------------------------------------
Consolidated Resorts, a vacation ownership company, filed for
bankruptcy on Tuesday, Pacific Business News reported.

The Wall Street Journal earlier reported that Consolidated Resorts
said it was seeking bankruptcy protection after Goldman Sachs
Group's Whitehall real-estate fund abandoned its $372 million
investment.

Consolidated Resorts operates 14 resorts in Hawaii, Las Vegas and
Orlando.  Its Hawaii resorts include the Imperial Hawaii in
Waikiki and the Kona Islander on the Big Island and seven Maui
resorts: Sands of Kahana Vacation Club, Kahana Beach Resort, Hono
Koa, The Gardens at West Maui, Kahana Villa Resort, Maui Beach
Vacation Club and Maui Banyan Vacation Club, according to its Web
site.


CROWN COURT PARTNERSHIP: Case Summary & 5 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Crown Court Partnership, Debtor
        249 N. Peters Road, Suite 101
        Knoxville, TN 37923

Bankruptcy Case No.: 09-33428

Chapter 11 Petition Date: June 24, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.com

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

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

A list of the Company's 5 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/tneb09-33428.pdf

The petition was signed by Ray Lacy.


CRUSADER ENERGY: Creditors Committee Has 7 Members
--------------------------------------------------
William T. Neary, the United States Trustee for Region 6, has
appointed seven members to committee of unsecured creditors in the
Chapter 11 cases of Crusader Energy Group Inc. and its debtor-
affiliates.

The members of the Committee, as amended, are:

1.John Estes
      john.estes@halliburton.com
      Halliburton Energy Services, Inc.
      10200 Bellaire Blvd. 3NE - 17H
      Houston, TX 77072
      Tel: (281) 575-5609
      Fax: (281) 575-4754

   2. Steve Abney
      sabney@trinidaddrilling.com
      Trinidad Drilling
      3728 West Jones Avenue
      Garden City, KS 67846
      Tel: (713) 439-1677

   3. Mehgan Merman
      Global Geophysical Services, Inc.
      3535 Briarpark Drive
      Suite 200
      Houston, TX 77042
      Tel: (713) 808-7367

   4. Mardi de Verges
      mardi.deverges@gooberdrilling.com
      Goober Drilling LLC
      P.O. Box 549
      Stillwater, OK 74076
      Tel: (405) 743-2132

   5. Don J. Guedry Jr.
      dguedry@gwdrilling.com
      Grey Wolf, Inc.
      10370 Richmond Avenue, Suite 600
      Houston, TX 77042-4136
      Tel: (713) 435-6118

   6. Ron Hess
      kay@w-bsupply.com
      WB Supply Co.
      P.O. Box 2479
      Pampa, TX 79066
      Tel: (806) 669-1103
      Fax: (806) 669-0369

   7. Gregory M. Attrep
      gattrep@smith.com
      Smith International, Inc.
      16740 Hardy Street
      P.O. Box 60068
      Houston, TX 77205-3059
      Tel: (832) 601-3059

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

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


CRUSADER ENERGY: Can Use Lenders' Cash Collateral Until July 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Crusader Energy Group Inc., et al., permission to use the
prepetition lenders' cash collateral until July 21, 2009, solely
to pay the expenses in accordance and in the amounts as set forth
in a budget.

The U.S. Bankruptcy Court for the Northern District of Texas will
hold a final hearing on the further use of cash collateral on
July 21, 2009, at 9:15 a.m. prevailing Central Time.

The Debtors' authorization to use cash collateral will terminate
on July 21, 2009, or the occurrence of certain "termination"
events.

As of the Petition Date, Crusader Energy Group is indebted to
Union Bank of California, N.A., as administrative agent for the
lenders, in the principal amount of $30,000,000 plus unpaid
interest, fees, and other charges, secured by first priority liens
on the property of Crusader and its subsidiaries.  Crusader is
also indebted to JPMorgan Chase Bank, N.A., as administrative
agent for certain lenders, in the principal amount of
$249,750,000, plus unpaid interest, fees, and other charges,
secured by second priority liens on the property of Crusader.

As adequate protection for any diminution in the value of their
respective interests in the prepetition collateral, the
prepetition lenders are granted additional and replacement liens
in all prepetition collateral and all of the Debtors' now owned
and after-acquired real property, assets and rights, and the
proceeds thereof.

As additional adequate protection, the prepetition lenders will
have an allowed superpriority administrative claim as provided and
to the full extent allowed by section 503(b) and 507(b) of the
Bankruptcy Code.

The Debtors also owe money to creditors holding trade liens.  As
adequate protection, each trade lien creditor will have valid and
perfected adequate protection liens in (i) all assets in which the
respective Trade Lien Creditor has a valid perfected security
interest as of the petition date or is entitled to perfect a valid
security interest after the petition date; and (ii) all of the
Debtors' now owned and after-acquired real and personal property
and assets and rights, and the proceeds thereof.

Other secured creditors will be granted replacement, same priority
security interests in, and liens upon, all assets of the
applicable Debtors against whom said secured creditor held validly
perfected unavoidable liens as of the Petition Date.

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


CRUSADER ENERGY: Wants Incentive Program for Management
-------------------------------------------------------
Crusader Energy Group Inc., et al., ask the U.S. Bankruptcy Court
for the Northern District of Texas for authority to implement an
incentive program for the Debtors' management to maximize the
value of the Debtors' estates and to preserve the Debtors'
businesses.

The Debtors tell the Court that the Management Incentive Program
is necessary to provide appropriate compensation to management
given the additional responsibilities associated with the Chapter
11 cases, and to ensure that the participants are adequately
motivated and incentivized to perform important tasks necessary to
ensure an effective and orderly sale and reorganization of the
Debtors' businesses.

The principal features of the MIP are:

  a. Each of the MIP participants will be eligible to participate
     in a MIP pool, to be funded from the proceeds of any sale of
     the Debtors' assets, in an amount equal to 1% of (i) the
     aggregate value of any sales, minus (ii) $150,000,000,
     whether the sale occurs through a plan of reorganization or
     otherwise.

  b. Promptly after the closing of a sale, subject to the value
     payout levels, each MIP participant will be paid these
     percentages of the Incentive Payout that has not previously
     been paid to them: (i) David D. Le Norman -- 40%; (ii)
     Charles L. Mullens -- 20%; (iii) Roy A. Fletcher -- 20%; and
     Charles A. Paulson -- 20%.

  c. Under no circumstances will any MIP Participant be entitled
     to receive more than 130% of the MIP participant's respective
     annual salary as of the date of the filing of the motion.

A copy of the document illustrating the Management Incentive
Program is available at:

     http://bankrupt.com/misc/crusader.MIPillustration.pdf

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


DEBT RELIEF: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Pamela Yip at The Dallas Morning News reports that Debt Relief USA
Inc. has filed for Chapter 11 bankruptcy protection, listing
$4.65 million in assets and $5 million in liabilities.

According to Morning News, Debt Relief has stopped operations.
Debt Relief said in a statement, "Debt Relief USA anticipates
sending written instructions to its customers, most former
customers, creditors and known potential creditors with
instructions on any steps you need to take to protect your
interests."

Debt Relief said in court documents that it is being investigated
by state attorneys general and federal authorities.  Debt Relief's
lawyer, Gary A. Armstrong, said that the Company won't negotiate
individual settlements and won't remove money from individual
accounts pending the bankruptcy proceedings, Morning News relates.
Citing Mr. Armstrong, Morning News states that Debt Relief's
bankruptcy won't affect any debt settlements it has reached with a
client's creditors.

Mr. Armstrong said that Debt Relief will refund client deposits as
much as possible, pending court approval, Morning News reports.

Debt Relief USA Inc. -- http://www.drusabankruptcy.com -- is an
Addison debt settlement Company.


DECRANE AEROSPACE: Moody's Confirms 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of DeCrane
Aerospace, Inc. -- corporate family and probability of default
ratings of Caa1.  The rating outlook was changed to negative.
This concludes the review opened on March 4, 2009.

The ratings confirmation reflects DeCrane's actions to manage the
business operations in the face of the sharp decline in demand for
business jets.  Management has taken specific initiatives to
better match ongoing variable costs with prospective demand for
business jets, as well as to heighten strategic focus on the core
operations; programs that may enable sustained profitability and
cash flow under more normal market conditions.  For example,
DeCrane is progressing toward the exit of the unprofitable PATS
aircraft completions business and has successfully re-negotiated a
challenging multi-aircraft project with a large jet producer.

Nonetheless, DeCrane's efforts have been challenged by the speed
of the decline in business jet demand and outlook.  Further,
ongoing efforts will remain challenged by DeCrane's high financial
leverage in the face of anticipated further declines in business
jet deliveries through 2010.  By amending the financial ratios
under its bank credit agreement to loosen the requirement and with
modest scheduled debt maturities for the near term, DeCrane does
has some flexibility to continue to manage in the face of a
weakening core market.  Eliminating unprofitable business lines to
focus on the core Cabin and auxiliary fuel tank business reduces
the company's size and heightens exposure to business jets during
a period of declining deliveries.  However, should performance
stabilize (especially during a down business jet market) the
prospects for negotiating extension of the recently loosened
financial ratio covenants could hold promise, and could be the
basis for value over the cycle.

The negative outlook reflects the horizon of about another year to
stabilize operations before there is a step-up in financial
covenants (the amendment), and the potential that achieving the
earnings and cash flow goals could prove challenging unless the
outlook for business jet production stabilizes.  The potential for
additional write-offs to reduce operating costs or to prematurely
exit remaining completions work will likely remain elevated, as
well.

Ratings stabilization will depend on an adequate liquidity
profile, an expectation of sustained, though not necessarily
robust, profits and FFO interest coverage of greater than 1.0
time.  The ratings could be lowered if efforts to stabilize the
business prove unsuccessful, or if total leverage approaches the
mid 6.0 times level (was 5.6 times over last twelve months ended
March 31, 2009, Moody's adjusted basis), or if the liquidity
profile weakens.

These ratings were confirmed:

  -- Corporate family, probability of default ratings Caa1

  -- $30 million guaranteed first lien revolving credit facility
     due 2013 . . . B2 LGD2, 29%

  -- $195 million guaranteed first lien term loan due 2013 . . .
     B2 LGD2, 29%

  -- $150 million guaranteed second lien term loan due 2014 . . .
     Caa2 LGD5, to 81% from 82%

Moody's last rating action on DeCrane occurred March 4, 2009, when
the ratings were placed under review for possible downgrade.

DeCrane Aerospace, Inc., headquartered in Wichita, Kansas, is a
leading provider of aircraft cabin interior systems and components
(including cabin interior furnishings, veneer, cabin management
systems, seating and composite components), mostly for business
jets.


DISCOVER FINANCIAL: Fitch Affirms 'BB+' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
Discover Financial Services and Discover Bank at 'BBB'.
Concurrently, Fitch has downgraded the entities' Individual
ratings to 'C' from 'B/C'.  The Rating Watch Negative has been
removed and the Rating Outlook is Negative.

Approximately $31.1 billion of deposits, debt, and preferred stock
is affected by these actions.

The affirmation reflects the sound credit and debit card
franchises, solid liquidity, and strong capital levels for the
assigned ratings, offset by a lack of revenue diversity, limited
funding flexibility, intense industry competition, and recent
legislative change impacting the credit card industry.

The downgrade of the Individual ratings reflect the expectation
that core operating earnings will remain under pressure into 2010
as reserve levels continue to build in response to the rising
unemployment rate.  The Individual rating attempts to assess a
bank's intrinsic creditworthiness absent any external support.

The Negative Outlook reflects Fitch's expectation that credit
metrics will continue to deteriorate from current levels over the
remainder of 2009 and into 2010 and that core operating profits
will not be recorded until the latter part of 2010, at the
earliest.  Fitch recognizes that Discover's asset quality
performance has performed relatively better than other large
credit card issuers, given its slower growth in 2005 through 2007,
its lower exposure to California and Florida, and its longer
average customer relationships, but current unemployment
expectations point to continued deterioration in credit card
losses across the industry into 2010.  As a result, Fitch expects
provision expenses to be elevated for some time, and portfolio
contraction and operating cost reductions may not be enough to
offset a negative impact on capital ratios.  Negative rating
action will result from material reductions in capitalization, a
deteriorating liquidity profile, and/or an inability to
economically tap the ABS markets, given a significant amount of
structured debt maturities in 2010.

Rating stability will be driven by an improvement in credit
metrics, a return to positive and sustainable earnings
performance, an ability to reduce reliance on the brokered
deposits markets, and an ability to access the ABS markets within
and outside the Federal Reserve's Term Asset-Backed Securities
Loan Facility.

Fitch has affirmed these with a Negative Outlook:

Discover Financial Services

  -- Long-term Issuer Default Rating at 'BBB';
  -- Short-term IDR at 'F2';
  -- Senior debt at 'BBB';
  -- Preferred stock at 'BB+'
  -- Support at '5'.

Discover Bank

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Long-term Deposits at 'BBB+';
  -- Support at '5'.

Fitch has downgraded these with a Negative Outlook:

Discover Financial Services

  -- Individual to 'C' from 'B/C'.

Discover Bank

  -- Individual to 'C' from 'B/C'.

Fitch has assigned these:

Discover Financial Services

  -- Support Floor 'NF'.

Discover Bank

  -- Support Floor 'NF'.


E*TRADE FINANCIAL: To Meet With Shareholders re Exchange Offers
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation filed with the Securities and
Exchange Commission a Schedule 14A to announce that it's going to
hold a special meeting of stockholders to vote on a series of
proposals.  No date or time has been set for the meeting.

E*TRADE is calling the Special Meeting to ask stockholders to vote
upon a series of proposals which will permit the Company to:

   (1) complete a debt exchange for up to approximately $1.7
       billion of its outstanding debt securities which is key to
       its plan to strengthen the Company's capital structure by
       increasing equity and reducing its debt burden, and

   (2) engage in additional transactions, as needed, to further
       strengthen the Company's capital structure in the future.

E*TRADE believes that the transactions are not only in the best
interest of all stockholders, and but also critical to the
immediate future of the Company.  The Company has adopted and is
implementing a plan to strengthen its capital structure by raising
cash equity primarily to support E*TRADE Bank and to reduce the
Company's debt burden.  E*TRADE completed the first step of the
plan on June 24, 2009, when it closed a public offering of its
common stock and raised nearly $600 million.

If the proposals to complete the Debt Exchange are not approved
and the proposed transactions are not completed, E*TRADE said it
may be unable to strengthen the Company's capital structure and
could face negative regulatory consequences, such as a public
supervisory action by its primary regulator.  These consequences
could have a material negative effect on its business and
financial condition and the value of its common stock.

E*TRADE on June 22 commenced the Debt Exchange in which it is
offering to exchange up to approximately $1.7 billion of its
outstanding debt securities for an equivalent amount of newly-
issued zero coupon convertible debentures due 2019.  The Debt
Exchange will significantly reduce its debt burden by materially
reducing interest costs, lengthening the weighted-average
maturities of its indebtedness and potentially reducing repayment
obligations to the extent that holders of the Debentures convert
rather than hold to maturity.

Citadel Investment Group L.L.C, E*TRADE's largest stock and bond
holder, has agreed to tender at least $800 million, and may tender
up to approximately $1.2 billion aggregate principal amount of the
notes owned by it in the Debt Exchange and to vote in favor of
Proposals.

On June 22, E*TRADE and Citadel Equity Fund Ltd. entered into
Amendment No. 1 to the parties' Exchange Agreement, dated June 17,
2009.  The Amendment, among other things, provides that if the
Company has received the requisite consents with respect to a
series of Notes, and the Exchange Offer has not been consummated
on or prior to October 31, 2009, or the Exchange Agreement has
been earlier terminated in accordance with its terms, the Company
will nonetheless pay to each holder of validly tendered Notes in
the Exchange Offer, including CEFL, a consent fee.  The Amendment
also provides that the Company will commence its Exchange Offer on
June 22, 2009, that the Early Tender Period will expire at
midnight, New York City time on July 1, 2009, and that the Company
will announce preliminary results of the Early Tender Period at
approximately 6:00 p.m. New York City time on July 1, 2009.

As consent fee, the Company will pay to each holder of 2011 Notes
or Springing Lien Notes who validly delivers and does not revoke a
consent to the amendments prior to the expiration of the Early
Tender Period, a cash payment equal to $5.00 for each $1,000 in
principal amount of 2011 Notes or Springing Lien Notes in respect
of which the consent has been validly delivered.

At the Special Meeting, holders of the Company's common stock will
be asked to consider and vote on proposals to:

   -- amend E*TRADE's Restated Certificate of Incorporation to
      increase the number of authorized shares of common stock
      from 1,200,000,000 to 4,000,000,000;

   -- approve the issuance of Debentures in the Debt Exchange and
      the issuance of common stock issuable upon conversion of the
      Debentures under the applicable provisions of NASDAQ
      Marketplace Rule 5635;

   -- approve the potential issuance of common stock, or
      securities convertible into or exchangeable or exercisable
      for common stock, in connection with future debt exchange
      transactions in an amount up to 365 million shares; and

   -- grant management the authority to adjourn, postpone or
      continue the Special Meeting.

The Board recommends approval of the Proposals.

At the Special Meeting, holders of the Company's common stock also
will be asked to consider and vote on a non-binding resolution
concerning whether E*TRADE should retain or terminate its
Stockholder Rights Plan until its scheduled expiration on July 9,
2011.  The Board makes no recommendation regarding this proposal.

                      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: Voluntary Chapter 7 Case Summary
---------------------------------------------------
Debtor: Eastwind Maritime Inc.
        444 Madison Avenue, Suite 200
        New York, NY 10022

Bankruptcy Case No.: 09-14047

Debtor-affiliates filing subject to Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
Aral Wind Ltd                                      09-14015
Azov Wind Ltd.                                     09-14016
Yucatan Marine Ltd.                                09-14017
Sibuyan Wind LLC                                   09-14018
Caribbean Wind Ltd.                                09-14019
Silver Wind LLC                                    09-14020
Tiblisi Property Holdings Ltd.                     09-14021
Sunriver Investment S.A.                           09-14022
Georgian Tankers Ltd.                              09-14023
Yamaska LLC                                        09-14024
Hitorio Shipping S.A.                              09-14025
Europe Ltd.                                        09-14026
Italian Reefer Ltd.                                09-14027
Lepton Ltd.                                        09-14028
Yang Ltd.                                          09-14029
Yosemite Marine Ltd.                               09-14030
Northlake Marine Ltd.                              09-14031
Adriatic Wind Ltd.                                 09-14032
Quark Ltd.                                         09-14033
Eurus Management LLC                               09-14034
Amundsen Wind Ltd.                                 09-14035
Asia Ltd.                                          09-14036
Eurus Paris LLC                                    09-14037
Apollo Shipping Properties S.A.                    09-14038
Arabian Wind Ltd.                                  09-14039
Eurus Oslo LLC                                     09-14040
EW Harting Ltd.                                    09-14041
Arafura Wind Ltd.                                  09-14042
AW Ltd.                                            09-14043
Eurus Stockholm Ltd.                               09-14044
Calm Shipping Co. S.A.                             09-14045
EW Jackson LLC                                     09-14046
Eastwind Maritime Inc.                             09-14047
Kura Shipping Ltd.                                 09-14048
Capewind Corporation                               09-14049
EW Snowdon LLC                                     09-14050
Eastwind Development S.A.                          09-14051
Eurus Container Carriers Ltd.                      09-14052
Eastlake Marine Ltd.                               09-14053
Eastwind Rubicon Ltd.                              09-14054
Eastwind Ruhr Ltd.                                 09-14055
Eurus London LLC                                   09-14056
Eastwind Transport Bunkers Ltd.                    09-14057
Eastwind Rhine Ltd.                                09-14058
Iberian Ltd.                                       09-14059
Eastwind Transport Ltd.                            09-14060
Eratira Navigation Company Ltd.                    09-14061
Indian Reefer Ltd.                                 09-14062
Eurus Lisbon LLC                                   09-14063
Kaon Ltd.                                          09-14064
Eurus Lima LLC                                     09-14065
Northlake Marine (Hong Kong) Limited               09-14066
Seram Wind LLC                                     09-14067
Eurus Singapore Ltd.                               09-14068
Eurus Ottawa LLC                                   09-14069
Ocean Crewing Company Limited                      09-14070

Type of Business: The Debtors operate a shipping company.

                  See http://www.eastwindgroup.com/

Chapter 7 Petition Date: June 24, 2009

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Richard L. Epling, Esq.
                  richard.epling@pillsburylaw.com
                  Robyn J. Schneider, Esq.
                  robyn.schneider@pillsburylaw.com
                  Pillsbury Winthrop Shaw Pittman LLP
                  1540 Broadway
                  New York, NY 10036-4039
                  Tel: (212) 858-1262
                  Fax: (212) 858-1500

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

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

The petition was signed by Donald M. Simmons.


EDDIE BAUER: Section 341(a) Meeting Scheduled for July 15
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of Eddie Bauer Holdings Inc. and
its debtor-affiliates on July 15, 2009, J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, in 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.

                         About Eddie Bauer

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

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

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


EDDIE BAUER: Wants to Sell Assets to CCMP Affiliate for $202MM
--------------------------------------------------------------
New Brunswick Business Journal reports that Eddie Bauer Holdings,
Inc., wants to sell its brand and assets to a CCMP Capital
Advisors, LLC, affiliate for $202 million.

According to Business Journal, the deal is subject to an auction
and court approval.  Business Journal quoted Eddie Bauer
spokesperson Wendi Kopsick as saying, "If successful in their bid
they intend to retain the majority of employees."

The Journal of Commerce Online relates that Eddie Bauer owes
Expeditors International of Washington $700,000.  Court documents
say that Eddie Bauer also listed $2.5 million owed to U.S.
Customs, while the Company owes $75 million to Bank of New York.
Eddie Bauer, according to The Journal of Commerce, owed $200,000
to parcel shipping technology specialist Newgistics.  Eddie Bauer
said that it also has a $131,000 outstanding debt to FedEx and
owes $100,000 to TranzAct Technologies, The Journal of Commerce
reports.

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

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

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

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


ENTERGY GULF: Moody's Upgrades Preferred Stock Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Entergy Gulf
States Louisiana, L.L.C., including its senior secured debt to
Baa2 from Baa3, senior unsecured debt to Baa3 from Ba1, and
preferred stock to Ba2 from Ba3 and maintained a positive outlook.
Moody's also assigned a Baa3 Issuer Rating to EGSL with a positive
outlook.

The upgrade follows last year's jurisdictional separation of EGSL
from Entergy Texas, Inc., effective January 1, 2008, and the
success Entergy Texas has had in accessing the debt markets and
paying off part of the EGSL debt it assumed following the
separation.  As part of the agreement to divide the former Entergy
Gulf States into two separate utilities, the newly spun off
Entergy Texas assumed and became obligated for a prorated share
(originally $1.1 billion or 46%) of Entergy Gulf States' debt
securities under a debt assumption agreement with EGSL.  Since the
separation, Entergy Texas has successfully issued $650 million of
first mortgage bonds on its own, using part of the proceeds to pay
off some of this assumed debt, which now stands at $699 million.
Entergy Texas has until December 31, 2010 to repay the balance of
the assumed debt and Moody's expects the company to issue
additional first mortgage bonds over the next 18 months to meet
this deadline.

The positive outlook reflects Moody's expectation that EGSL will
exhibit a stronger financial profile than both the former Entergy
Gulf States and the newly spun-off Entergy Texas and considers the
more predictable regulatory environment in Louisiana, which
remains fully regulated with an extension of EGSL's formula rate
plan currently under discussion with the Louisiana Public Service
Commission.  The positive outlook also considers Moody's
expectation that Entergy Texas will continue to issue sufficient
first mortgage bonds over the next 18 months to pay off the
remainder of the assumed debt.  A further upgrade could be
considered when all or a significant portion of the $699 million
of assumed debt remaining at EGSL is paid off by Entergy Texas.

Ratings upgraded with a positive outlook include:

  -- EGSL's senior secured debt to Baa2 from Baa3; senior
     unsecured debt to Baa3 from Ba1; and preferred stock to Ba2
     from Ba3.

The last rating action on EGSL was on December 14, 2007, when its
rating was affirmed and its rating outlook changed to positive
from stable.

Entergy Gulf States Louisiana, L.L.C., is a public utility
headquartered in Baton Rouge, Louisiana and Entergy Texas, Inc, is
a public utility headquartered in Beaumont, Texas.  Both are
subsidiaries of Entergy Corporation, an integrated energy company
headquartered in New Orleans, Louisiana.


EXTENDED STAY: Allowed to Maintain Insurance Programs
-----------------------------------------------------
Extended Stay Inc. and its debtor-affiliates sought and obtained
interim approval from the U.S. Bankruptcy Court for the Southern
District of New York to continue to honor their insurance
programs.  The Debtors are authorized to pay claims under the
Insurance Programs that become due and payable from June 15, 2009
to the date the Court issues its final approval.

The Debtors maintain a workers' compensation program, general
liability program and various other insurance policies as part of
their business operations.  The nature of their business requires
the Debtors to carry insurance policies to maintain their
properties and ensure the safety of their employees and
customers.

                Workers' Compensation Programs

The Debtors, together with their managing company, HVM L.L.C.,
maintain a Workers' Compensation Program through (i) a fully-
insured, third-party insurance program provided by Zurich North
American Insurance Company, (ii) statutorily required insurance
programs in Ohio and Washington, and (iii) a federally mandated
program in Newfoundland and Ontario, Canada.

The insurance program provided by Zurich is maintained by the
Debtors and HVM, and covers all of HVM's domestic employees who
are not covered by the Debtors' insurance programs in Ohio and
Washington.  Under the program, the Debtors pay an annual premium
but incur no other costs.  Zurich is responsible for the payment
of all claims and benefits up to the applicable statutory limit
for all employees covered by the insurance program without the
requirement for the Debtors to pay any deductible.

Currently, the Zurich Insurance Program covers the period from
Oct. 1, 2008 through Oct. 1, 2009.  The annual premium of
$6,800,158 is due in monthly installments of about $505,000,
after an initial down payment was made in October 2008.  Because
HVM and the Debtors share the cost of maintaining the Zurich
Program, the Debtors pay only a portion of the monthly
installment.  As of the Petition Date, the Debtors are obliged to
make further payments under the Zurich Program.

Meanwhile, under their statutorily required insurance programs,
the Debtors purchase workers' compensation insurance through a
mandatory state-sponsored and managed workers' compensation
system.  For the State Programs, HVM pays the full annual premium
in advance.  The Debtors have no obligation to pay any
deductibles under the State Programs, and no cap on coverage
exists for claims arising in Ohio or Washington.

In addition to the State Programs and the Zurich Programs, the
Debtors are also required to maintain compensation insurance for
employees working in the Debtors' hotels located in Newfoundland
and Ontario, Canada.  All Canadian-based employees are covered
under the federally mandated programs.  Premium and other
payments with respect to those programs are made by HVM Canada
Hotel Management U.L.C., the Debtors' management company for
their Canadian operations.

                   Other Insurance Policies

Aside from the Workers' Compensation Program, the Debtors also
maintain various other insurance programs, including general
liability programs, and liability and property insurance
programs.

A. General Liability Program.  The Debtors' primary general
    liability insurance coverage is provided by Zurich and
    covers the period October 1, 2008 to October 1, 2009.  The
    annual $654,289 premium under the General Liability Program
    is due to the Debtors' insurance broker, Willis HRH, in
    equal monthly installments of around $44,000 after an
    initial down payment was made in October 2008.  Because HVM
    and the Debtors share the cost of maintaining the General
    Liability Program, the Debtors pay only a portion of the
    monthly installment.

    Because not all claims expenses are covered under the
    General Liability Program and covered expenses are subject
    to a $250,000 deductible, the Debtors maintain a loss
    reserve fund in conjunction with the General Liability
    Program to fund the cost of anticipated future and unpaid
    expenses related to claims.  The Debtors pay directly to
    Zurich a $3.8 million annual premium from the escrow account
    to maintain the loss reserve fund.  Monthly premium payments
    equal about $304,000 after an initial down payment was made.

    In addition, the Debtors are obligated to make payments to
    Zurich for claims associated with their previous general
    liability insurance coverage with the company, which expired
    on October 1, 2007.  Although the Debtors are no longer
    obligated to pay premiums under the expired program, they
    are required to reimburse Zurich for any related claims and
    expenses.

    Zurich bills the Debtors on a monthly basis and those bills
    typically average $175,000.  The Debtors estimate that as of
    the Petition Date, about $3,600,000 in reimbursement claims
    related to the prepetition period will remain.

B. Liability and Property Insurance Programs.  The Debtors
    maintain various liability and property-related insurance
    programs, which provide the Debtors with insurance coverage
    for liabilities relating to, among other things, commercial
    automotive claims, commercial property damage, flood damage,
    terrorism, commercial crime, premises pollution, and
    umbrella and excess liability claims.  Continuation of these
    policies is essential to the ongoing operation of the
    Debtors' business.

    The Debtors are required to pay premiums under the Liability
    and Property Insurance Programs based on fixed rates
    established by the insurance carrier.  In most instances,
    the Debtors paid the premiums due under the various
    Liability and Property Insurance Programs in advance to the
    Insurance Broker.  However, premiums under the automobile
    insurance policy the Debtors maintain with Zurich are due on
    a monthly installment basis in the amount of approximately
    $15,0000 after an initial down payment in October 2008.  As
    of their bankruptcy filing, the Debtors are obliged to make
    further payments under the automobile insurance policy.

C. Insurance Programs Maintained by HVM and HVM Canada.  HVM
    maintains, on behalf of the Debtors' U.S. operations,
    multiple layers of risk protection against director and
    officers' liability, as well as risk protection against
    employment practices liability, employed lawyers
    professional liability, excess executive liability and crime
    and special circumstances.  HVM is responsible for paying
    all premiums and associated costs with maintaining these
    policies.

    Similarly, HVM Canada maintains, on behalf of the Debtors'
    Canadian operations, general liability and automobile
    insurance programs.  All premiums and costs associated with
    maintaining these programs are paid by HVM Canada.  Thus,
    the Debtors do not owe any amounts relating to the
    prepetition period for any of these policies.

The hearing to consider final approval of the Debtors' request is
scheduled for July 13, 2009.  Creditors and other concerned
parties have until July 10 to file their objections.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Asks Court to Approve Weil Gotshal Engagement
------------------------------------------------------------
Extended Stay Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Weil Gotshal & Manges LLP as their legal counsel, effective
June 15, 2009.

The Debtors selected Weil Gotshal because of the firm's expertise
in business reorganizations under Chapter 11 of the Bankruptcy
Code, according to Joseph Teichman, Extended Stay's secretary and
general counsel.  He says that Weil Gotshal has also represented
the Debtors in their restructuring efforts since last year and
thus, has become familiar with the Debtors' businesses, financial
affairs and capital structure.

As legal counsel, Weil Gotshal is tasked to:

  (1) prepare legal papers on behalf of the Debtors in
      connection with the administration of their estates;

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

  (3) take all necessary actions in connection with the Debtors'
      plan or plans of reorganization and related disclosure
      statement; and

  (4) perform all other necessary legal services in connection
      with the prosecution of the Debtors' bankruptcy cases.

Weil Gotshal will be paid of its services on an hourly basis and
will be reimbursed of actual and necessary expenses incurred in
connection with its employment.  The firm's hourly rates are:

       Members/Counsel            $655 - $950
       Associates                 $355 - $640
       Paraprofessionals          $155 - $290

Jacqueline Marcus, Esq., at Weil Gotshal, assures the Court that
her firm does not hold or represent interest adverse to the
Debtors' estates.  She also maintains that Weil Gotshal is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Court Extends Schedules Deadline to July 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permits Extended Stay Inc. and its affiliates to file their
schedules of assets and liabilities and statement of financial
affairs until July 30, 2009.

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

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

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

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


EXTENDED STAY: Court OKs Payment of Prepetition Sales & Use Taxes
-----------------------------------------------------------------
Extended Stay Inc. and its debtor-affiliates sought and obtained
interim authorization from the U.S. Bankruptcy Court for the
Southern District of New York to pay their prepetition taxes.

The Debtors owe as much as $75,417,000 in pre-bankruptcy taxes,
which consist of:

      Taxes                               Amount
      -----------                      -----------
      Real Property Taxes              $63,315,000
      Occupancy Taxes                    9,200,000
      Personal Property Taxes            2,182,000
      Franchise Taxes                      500,000
      Sales Taxes                          100,000
      Use Taxes                            100,000
      License & Permit Fees                 10,000
      Annual Report Fees                    10,000

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, maintains that the Debtors need to pay their taxes to avoid
distraction in the reorganization efforts of their officers and
directors who might be exposed to criminal liabilities in case
they would not pay their taxes.  "Failure to pay prepetition
property taxes may increase the scope of secured and priority
claims held by the taxing authorities against the Debtors'
estates," she says.

Ms. Marcus adds that the taxes must be remitted to the taxing
authorities since they are not property of the Debtors' estates.

The hearing to consider final approval of the Debtors' request is
scheduled for July 13, 2009.  Creditors and other concerned
parties have until July 10 to file their objections.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: May Employ Kurtzman Carson as Claims Agent
---------------------------------------------------------
Extended Stay Inc. and its debtor affiliates sought and obtained
the Court's permission to employ Kurtzman Carson Consultants LLC,
as their official notice and claims agent effective June 15,
2009.

Joseph Teichman, Extended Stay's secretary and general counsel,
says the employment of Kurtzman is necessary given the complexity
of the Debtors' business, and the large number of creditors and
parties involved in their bankruptcy cases.

"By appointing [Kurtzman] as claims agent, the distribution of
notices and the processing of claims will be expedited, and the
Office of the Clerk of the Court will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims," Mr. Teichman avers.

As notice and claims agent to the Debtors, Kurtzman is tasked to:

  (a) notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and of the setting of the
      first meeting of creditors;

  (b) prepare and serve required notices in the Debtors' cases,
      including notice of the filing of the cases and the
      initial meeting of creditors; notices of objections to
      claims; notices of any hearings on a disclosure statement
      and confirmation of a plan or plans of reorganization; and
      other notices which the Debtors, Clerk of the Court or the
      Court may deem necessary and appropriate for an orderly
      administration of the cases;

  (c) maintain an official copy of the Debtors' schedules,
      listing the Debtors' known creditors and the amounts owed;

  (d) provide access to the public for examination of copies of
      the proofs of claim or interest filed without charge
      during regular business hours;

  (e) furnish a notice of the last date and the form for the
      filing of proofs of claims after Court approval of such
      notice and form;

  (f) file with the Clerk of the Court an affidavit or
      certificate of service for each pleading filed which
      includes a copy of the notice, a list of persons to whom
      it was mailed and the date mailed, within 10 days of
      service;

  (g) docket all claims received by the Clerk's office, maintain
      the official claims registers for each Debtor on behalf of
      the Clerk, and provide the Clerk with certified duplicate,
      unofficial claims registers on a monthly basis, unless
      otherwise directed;

  (h) record all transfers of claims and provide notices of the
      transfers;

  (i) specify in the claims register the claim number assigned,
      the date it receives the claim, the name and address of
      the claimant and agent who filed the claim, and the
      classification of the claim, for each claim docketed; and

  (j) relocate, by messenger, all of the actual proofs of claim
      filed with the Court to Kurtzman, not less than on a
      weekly basis;

  (k) upon completion of the docketing process for all claims
      received to date by the Clerk's office for each case, turn
      over to the Clerk copies of the claims register for
      review;

  (l) make changes in the claims registers pursuant to court
      order;

  (m) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which should be
      available upon request by a party-in-interest or the
      Clerk;

  (n) assist in the solicitation and calculation of votes and
      distribution required in furtherance of confirmation of
      plans of reorganization;

  (o) provide other claims processing, noticing, and
      administrative services upon request by the Debtors;

  (p) thirty days before the bankruptcy cases are closed, an
      order dismissing Kurtzman as claims agent should be
      submitted terminating the services upon completion of its
      duties and responsibilities and upon the closing of the
      cases;

  (q) file in Court the final version of the claims register
      immediately before the closing of the bankruptcy cases;
      and

  (r) at the close of the bankruptcy cases, box and transport
      all original documents, in proper format, as provided by
      the Clerk's Office, to the Federal Archives Record
      Administration, located at Central Plains Region, 200
      Space Center Drive, Lee's Summit, in Missouri.

Kurtzman will also assist the Debtors in maintaining and updating
the master mailing lists of creditors, gathering data for the
preparation of the Debtors' schedules, and tracking and
administering claims.

The Debtors agree to pay Kurtzman for its services, expenses
and supplies at the rates or prices set by the firm.  The Debtors
also agree to indemnify Kurtzman under certain circumstances.
Prior to their bankruptcy, the Debtors paid the firm a retainer
of $100,000.

Michael Frishberg, Vice-President of Corporate Restructuring
Services of Kurtzman, assures the Court that his firm does not
hold or represent interest adverse to the Debtors' estates and
that his firm is a "disinterested person" under section 101(14)
of the Bankruptcy Code.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: May Maintain Prepetition Customer Programs
---------------------------------------------------------
Extended Stay Inc. and its debtor-affiliates sought and obtained
interim authorization from the U.S. Bankruptcy Court for the
Southern District of New York to maintain their customer
programs.

"It is essential that the [Debtors] be permitted to honor their
customer programs in accordance with their prepetition practices
and customers' expectations in order to ensure continuing
customer loyalty and to maintain the public's confidence in the
Debtors' commitment to their customers," said Jacqueline Marcus,
Esq., at Weil Gotshal & Manges LLP, in New York.

"The Debtors' customers have come to expect a certain level of
satisfaction and service from the Extended Stay servicemark and
the Customer Programs ensure that this reputation can be upheld,"
Ms. Marcus said.

The Debtors' customer programs include promotions, barter
arrangements, gift certificates and customer deposits.

  A. Promotion.  The Debtors are involved in a number of
     promotions, including (i) online promotional codes that
     customers can utilize when booking hotel reservations on
     the Debtors' Web site; and exclusive promotional codes
     provided to customers who sign up for the "Suite Offers"
     email program; among others.

  B. Barter Arrangements.  Under the barter arrangements, the
     Debtors grant the media and marketing institutions a
     certain dollar amount of credits towards stays in the
     Debtors' hotels in exchange for advertising.  These credits
     are applicable towards stays in the Debtors' hotels and are
     valid through June 30, 2011.

  C. Gift Certificates.  The Debtors distribute "Be Our Guest
     Gift Certificates" as promotions to certain individuals and
     also to address any customer service issues that may have
     occurred at a hotel during a customer's stay.  The gift
     certificates provide a free night's stay at the Debtors'
     hotel.

  D. Customer Deposits.  In the ordinary course of business,
     some of the hotel properties collect a security deposit or
     an advance deposit to hold a block of rooms for a special
     event.  The deposits are collected when the customer checks
     into the hotel, or for larger events, prior to check-in,
     and the customer is refunded the deposit amount at check
     out, less any outstanding charges or damages to the hotel
     room.  The deposits are considered an integral part of the
     Debtors' business as well as a staple in the hotel
     industry.

The hearing to consider final approval of the Debtors' request is
scheduled for July 13, 2009.  Creditors and other concerned
parties have until July 10 to file their objections.

                        About Extended Stay

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

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

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

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


FLEETWOOD ENTERPRISES: May Sell Motor Home to AIP for $53,000,000
-----------------------------------------------------------------
American Industrial Partners Capital Fund IV, L.P. of New York and
Fleetwood Enterprises, Inc., report that the U.S. Bankruptcy Court
has approved the sale of Fleetwood's motor home assets to AIP for
$53 million, subject to pre-closing conditions and post-closing
adjustments.

Fleetwood did not conduct an auction because no other qualified
bids were received.

The sale includes two motor home manufacturing facilities, two
motor home service facilities, and Fleetwood's Gold Shield supply
subsidiary, all presently located in Decatur, Indiana.  It also
includes the intellectual property for Fleetwood's existing motor
home brands and certain machinery and equipment in Riverside,
California.  AIP may operate the Riverside facility for an
undetermined period of time going forward.  AIP has agreed to
assume certain liabilities, including warranty obligations on
Fleetwood motorized products.

The companies expect the deal to close within a matter of weeks.

"Fleetwood's motor home brands are highly respected, and we are
confident that this market will recover with the broader economy,"
said Dino Cusumano, Partner of AIP.  "We look forward to
continuing to manufacture Fleetwood motor homes.  Fleetwood's
dealers and customers should see no change in Fleetwood motor
homes' commitment to high quality industry-leading product.  We
greatly value the relationships that Fleetwood has with its
dealers, customers and suppliers and very much look forward to
continuing and improving those relationships going forward."

Elden L. Smith, Fleetwood's president and chief executive officer,
stated that management, "is pleased to see that the Fleetwood name
will be preserved in the RV market place with this sale to AIP.
The Fleetwood motor home group will benefit greatly from having
ownership that is well capitalized, experienced, and committed to
growth in the RV industry. We are now focused on making this a
smooth transition for our dealers, Fleetwood motor home owners,
and associates."

                About American Industrial Partners

Founded in 1989, American Industrial Partners --
http://www.aipartners.com/-- is a U.S.-based private equity firm
that makes control equity investments, in partnership with
management, in U.S. headquartered industrial companies with
leading market shares that can benefit from the firm's systematic
approach to implementing strategic and operational improvements.
It is investing its fourth fund which recently closed with
$405.5 million of committed capital.   AIP can be reached at
212-627-2360.

                    About Fleetwood Enterprises

Founded in 1950, Fleetwood Enterprises, Inc. and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood continues to employ
approximately 2,100 people in 14 plants located in 10 states.
Fleetwood's products are primarily marketed through extensive
dealer networks throughout the United States and Canada.  The
company is headquartered in Riverside, Calif.

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.


G & S METAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: G & S Metal Consultants, Inc.
        50 Dimension Avenue
        Wabash, IN 46992-4127

Bankruptcy Case No.: 09-32979

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
G & S Transport, Inc.                              09-32980

Type of Business: The Debtors buy, process, convert and sell
                  aluminum.

                  See http://www.gsmetalinc.com/

Chapter 11 Petition Date: June 24, 2009

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtors' Counsel: Jay Jaffe, Esq.
                  jay.jaffe@bakerd.com
                  Baker & Daniels LLP
                  600 E. 96th Street Suite 600
                  Indianapolis, IN 46204
                  Tel: (317) 569-9600
                  Fax: (317) 569-4800

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
   ------                      ---------------   ------------
Star Leasing Company                             $550,000
4080 Business Park Drive
Columbus, OH 43204

Intrametco                                       $425,482
PO Box 663862
Indianapolis, IN 46266

Mcnichols Scrap Iron & Metal                     $386,655
PO Box 09387
Detroit, MI 48209

Kelsey-Hayes/Fowlerville                         $368,869

Metaldyne/Edon                                   $309,302

Kelsey-Hayes/Fenton                              $235,097

Cmc Recycling                                    $232,425

Schupan & Sons, Inc.                             $230,235

Indiana Refractories, Inc.                       $208,887

Alcoa Wheel Products                             $186,907

Duffy Electric & Automation                      $160,564

Kormet Enterprises, Inc.                         $152,617

Louis Padnos Iron & Metal Co                     $151,585

Wimco metals, inc.                               $150,544

David J. Joseph company                          $148,260

Lorbec Metals                                    $123,261

Omnisource                                       $120,551

Trw Canada Ltd                                   $117,715

Duke Energy                                      $114,445

Mintz Scrap & Metal Co. Inc.                     $89,456

The petition was signed by R. Scott Galley II, president.


GENERAL ENVIRONMENTAL: CVC Discloses 48% Equity Stake
-----------------------------------------------------
The ComVest Group (CVC California, LLC) disclosed in a regulatory
filing with the Securities and Exchange Commission that it owns
11,786,111 shares, or 48.2%, of the outstanding common stock of
General Environmental Management, Inc.

CVC directly beneficially owns the securities in the form of
direct ownership of 600,000 shares of Common Stock, a Convertible
Term Note exercisable into 8,486,111 shares of Common Stock, and
warrants to purchase 1,350,000 shares of Common Stock at $0.60 per
share and 1,350,000 shares of Common Stock at $0.70 per share.

ComVest Capital LLC indirectly beneficially owns the securities by
virtue of the fact that Capital is the sole member and the
managing member of CVC.  ComVest Capital Management LLC indirectly
beneficially owns the securities by virtue of the fact that
Management is the managing member of Capital.  In their capacity
as Managing Members of Management, Michael Falk and Robert Priddy
share indirect voting and dispositive power with respect to the
securities indirectly beneficially owned by Management and may be
deemed to be the beneficial owner of such securities, although
Messrs. Falk and Priddy disclaim beneficial interest in such
securities other than that portion which corresponds with their
membership interest in Management.

On June 1, General Environmental Management entered into an
agreement with its CVC, its senior lender, to amend the parties'
loan agreements.  Pursuant to the Amendment, CVC waived all
previous Events of Default, revised terms of certain Covenants of
the Revolving Credit and Term Loan Agreement and cancelled certain
warrants.

Among other things, the original loan agreement requires that
EBITDA of the Company not be less than (a) $1,000,000 for the
fiscal quarter ending September 30, 2008, (b) $2,000,000 for the
two consecutive fiscal quarters ending December 31, 2008, (c)
$3,000,000 for the three (3) consecutive fiscal quarters ending
March 31, 2009, or (d) $4,000,000 in any four consecutive fiscal
quarters ending on or after June 30, 2009; provided, however, that
it shall not be an Event of Default if actual EBITDA in any
measuring period is within 10% of the required minimum EBITDA for
such measuring period, so long as actual EBITDA for the next
succeeding measuring period hereunder is equal to or greater than
the required EBITDA for such.

For the fiscal quarter ending September 30, 2008, the Company had
EBITDA that was within 10% of the required minimum EBITDA for such
measuring period but was not able to achieve the EBITDA required
in the next succeeding measuring period.

In consideration GEM paid fees consisting of common stock and a
promissory note and agreed to amend the Convertible Term Note and
the terms of certain warrants to purchase shares of the Company's
common stock.  The Company issued 600,000 shares of its common
stock having an agreed value of $0.74 per share.

A full-text copy of the Amendment to Revolving Credit and Term
Loan Agreement dated as at June 1, 2009 between General
Environmental Management, Inc. and CVC California LLC, is
available at no charge at http://ResearchArchives.com/t/s?3e21

               About General Environmental Management

General Environmental Management, Inc. -- http://www.go-gem.com/
-- is a full-service hazardous waste management and environmental
services firm providing integrated environmental solutions managed
through its proprietary web-based enterprise software, GEMWare,
including the following service offering: management and
transportation of waste; design and management of on-site waste
treatment systems; management of large remediation projects;
response to environmental incidents and spills; and environmental,
health and safety compliance.  Headquartered in Pomona,
California, GEM operates eight field service locations and one
Treatment, Storage, Disposal facility, servicing all markets in
the Western U.S.


GENERAL MARITIME: S&P Assigns 'B' Senior Unsecured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' senior unsecured debt and preliminary 'B'
subordinated debt ratings under General Maritime Corp.'s Rule 415
universal shelf registration for debt securities filed on Feb. 10,
2009.  The 'B' preliminary rating on the senior unsecured debt is
two notches below the 'BB-' corporate credit rating, the same as
the subordinated debt rating, because of the substantial portion
of secured debt relative to the company's assets.  As of March 31,
2009, secured debt was about 60% of the company's total assets on
a lease-adjusted basis.

Standard & Poor's 'BB-' long-term corporate credit rating on New
York, New York-based General Maritime reflects the company's
aggressively leveraged financial profile, reduced financial
flexibility, shareholder-friendly policies, and participation in
the capital-intensive, highly fragmented, volatile, and
competitive shipping industry.  Positive credit factors include
the company's established market position in the ocean
transportation of crude oil and its strong customer base with
long-standing relationships with oil majors.

The negative outlook reflects S&P's view that there could be a
more meaningful deterioration in the company's cash generation and
financial risk profile if tanker rates continue to decline over
the next year.  The negative outlook also reflects S&P's concerns
regarding the limited cushion under the company's financial
covenant requirements.

General Maritime provides international shipping of crude oil.

                           Ratings List

                      General Maritime Corp.
Corp. credit rating                     BB-/Negative/--

                         Ratings Assigned

Rule 415 universal shelf registration
Senior unsecured debt                   B (prelim)
Subordinated debt                       B (prelim)


GENERAL MOTORS: Retirees Turn to Congress to Protect Benefits
-------------------------------------------------------------
Following denial by the federal bankruptcy court of the General
Motors Retirees Association's application for a benefits committee
to protect GM salaried retirees, GMRA is now asking the U.S.
Congress to act immediately in defense of the benefits these GM
retirees earned through decades of labor and loyalty to GM.

"We at GMRA are deeply disappointed by the failure of the
bankruptcy court to allow us to take reasonable steps under
Section 1114 of the Bankruptcy Code to protect the health and
security of all GM retirees," said John Christie, GMRA President.
"The court, in our opinion, did not do what was necessary to
permit all parties to be treated fairly."

"While the GMRA leadership will consider all the legal options
available to us, we now look squarely to the Obama administration
and to the U.S. Congress to make certain there is a fair process
and outcome for all GM retirees," said Mr. Christie.  "GM retirees
always expected to sacrifice as part of GM's restructuring, but
one group of retirees shouldn't bear the bulk of that burden.
Surely our elected officials can intervene to protect the sick and
elderly from poverty when these people worked hard and played by
the rules."

The majority of all General Motors retirees have been represented
by the United Auto Workers in negotiations with the GM leadership
and bondholders on pension, healthcare, and other benefits.

However, over 122,000 salaried retirees and their surviving
spouses were not part of the UAW agreement and have had no
representation in discussions about the new GM.  The non-union,
salaried retirees were engineers, project managers, clerks, and
other employees. Many earned annual salaries equal to or less than
the wages earned by union employees.

For the non-UAW retirees, who live throughout the United States,
the current GM proposal would reduce certain benefits by two-
thirds, including the outright elimination of dental, vision, and
long-term disability coverage. The retirees would see significant
increases in premiums, co-payments and deductibles for health
care.

The non-UAW retirees also would face an immediate reduction of
life insurance benefits following the emergence of the new GM from
bankruptcy. In some cases retirees would lose $70,000 or more in
life insurance benefits.

"For people living on a fixed income, the benefit losses proposed
by GM are breathtaking," said Karen DeOrnellas, Director of
Communications for GMRA. "These retirees are old. Many are sick or
disabled. In almost all cases they cannot make this money back or
return to work."

GM retirees have written GMRA to say the latest proposals for
benefit losses will make them choose between paying for
prescription drugs and paying for food, electricity, and housing.
Many will be unable to replace lost life insurance, jeopardizing
the ability of their spouses to remain in their homes.

"We want a reorganized GM to succeed, but bankruptcy shouldn't
push tens of thousands of retirees and their families into poverty
or endanger their health when those people did nothing wrong,"
said Ms. DeOrnellas.

GMRA is represented before the federal bankruptcy court by Farella
Braun & Martel LLP.

The General Motors Retirees Association -- http://www.gmret.org/
-- is a national advocacy organization devoted to the preservation
of pension, health care, and other benefits earned by GM retirees
through their years of labor and loyalty to GM.  GMRA stands for
the fair treatment of all GM retirees, including the salaried
retirees not already represented by the United Auto Workers.  GMRA
collaborates with the National Retirees Legislative Network.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following 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.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

On April 27, General Motors presented the U.S. Department of
Treasury with an updated plan as required by the loan agreement
signed by GM and the U.S. Treasury on December 31, 2008.  The plan
addresses the key restructuring targets required by the loan
agreement, including a number of the critical elements of the plan
that was submitted to the U.S. government on December 2, 2008.
Among these are: U.S. market competitiveness; fuel economy and
emissions; competitive labor cost; and restructuring of the
company's unsecured debt.  It also includes a timeline for
repayment of the Federal loans, and an analysis of the Company's
positive net present value.  The plan details the future reduction
of GM's vehicle brands and nameplates in the U.S., further
consolidation in its workforce and dealer network, accelerated
capacity actions and enhanced manufacturing competitiveness, while
maintaining GM's strong commitment to high-quality, fuel-efficient
vehicles and advanced propulsion technologies.  A full-text copy
of GM's viability plan presented in February 2009 is available at
http://researcharchives.com/t/s?39a4

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.


GHOST TOWN: Wants to Borrow $250,000 from Alaska Pressley
---------------------------------------------------------
Ghowst Town Partners, LLC, asks the U.S. Bankruptcy Court for the
Western District of North Carolina for authority to borrow up to
$250,000 from an individual, Alaska Pressley, to finish the
uplifting of the mechanical mechanisms in the Park and, more
particularly, the funicular incline railway and chair lift.

The Debtor says it has obtained other credit but not for those
items.  The Debtor has agreed, as part of the consideration for
the credit line, that the funicular incline railway be named The
Alaska Pressley Railway.

The loan will be repaid over a 5 year period by payment of
$1 per customer for 2009 and $2 per customer for the next 4 years
as part of the use of the incline railway.  Interest will accrue
at 4.25%.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D.N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis,
P.A., and William E. Cannon, Jr., at Brown, Ward & Haynes P.A.,
represent the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed total assets of $13,035,300
and total debts of $12,305,672.


GOODY'S LLC: Landlords Wants Federal Court to Determine Stub Rent
-----------------------------------------------------------------
Law360 reports that a group of landlords -- including Diversified
Realty Corp., PICOA Inc. and E&A Acquisition Two LP -- holding
leases on Goody's LLC outlets wants a federal appeals court to
determine whether their claims for stub rent should be dealt with
as administrative or unsecured claims by the bankruptcy court
overseeing the liquidation.

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

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

                             *   *   *

Troubled Company Reporter said on June 19, 2009, that the Court
extended the Debtors' exclusive period to file a plan until
August 11, 2009, and their exclusive period to solicit acceptances
thereof until October 12.  This is the first extension of the
Debtors' exclusive periods.


GOTTSCHALKS INC: Court Establishes August 24 General Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
August 24, 2009, at 5:00 p.m. (Pacific Daylight Time), as the
general bar date for the filing of proofs of claim in Gottschalks
Inc.'s bankruptcy case.

In the event the Debtor amends its schedules of assets and
liabilities, the Court fixes the later of: (i) the general bar
date, and (ii) 30 days after the date that notice of the
applicable amendment to the schedules is served on the claimant as
the amended schedules bar date in this case.  The bar date order
requires all entities who disagree with an amendment to the
schedules to file a proof of claim on or before the Schedules Bar
Date.

Proofs of claim must be filed so as to be actually received on or
before the general bar date to:

     Gottschaks Claims Processing Center
     c/o Kurtzman Carson Consultants, LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in
total assets and $197,072,000 in total debts.


GRANT FOREST: S&P Withdraws 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' long-term
corporate credit rating on Toronto-based oriented strandboard
manufacturer Grant Forest Products Inc. due to a lack of financial
information.

The Company has no rated debt.


GRANT FOREST: Seeks Bankruptcy Protection in Ontario
----------------------------------------------------
Grant Forest Products Inc. and three affiliates have sought
protection from creditors in Ontario, Canada, after a General
Electric Co. unit tried to force the company into bankruptcy.

According to Joe Schneider at Bloomberg News, Judge Frank Newbould
of the Ontario Superior Court of Justice granted Grant's request
for bankruptcy protection pursuant to the Companies' Creditors
Arrangement Act in Canada following a closed-door hearing in
Toronto.

Grant's filing was precipitated by the collapse in the U.S.
housing markets, which hurt sales.

The Company has about C$600 million in secured debt.

Ernst & Young Inc. is the court-appointed monitor.

Grant Forest Products Inc. is a closely held Canadian maker of
oriented strand board used in residential construction.


HAIGHTS CROSS: Inks Pact With Lenders on Debt Restructuring
-----------------------------------------------------------
Haights Cross Communications Inc. and its subsidiary Haights Cross
Operating Company executed a commitment letter with the
administrative agent and the lenders under the parties' senior
secured term loan on June 17, 2009.  Pursuant to the Commitment
Letter, certain of the Lenders have made commitments to effectuate
a Credit Agreement restructuring.

The Company, however, warned it would explore all other
restructuring alternatives in the event it is unsuccessful in
completing a restructuring.  Options include an out-of-court
restructuring or the commencement of a Chapter 11 plan of
reorganization under the U.S. Bankruptcy Code, with or without a
pre-arranged plan of reorganization.  The Company cannot assure
that any alternative restructuring arrangement or plan could be
accomplished.

Haights Cross has been in default under the Indentures for its
Senior Notes and Senior Discount Notes and under the Credit
Agreement after it failed to file audited financial statements on
time.  Ernst & Young LLP in New York City, its independent
registered public accounting firm also has raised substantial
doubt about its ability to continue as a going concern.  The
adverse opinion caused the Company to violate a separate covenant
of the Credit Agreement.

Last week, Haights Cross filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the three months
ended March 31, 2009.  The Company said net losses for the three-
month period ended March 31, 2009, was $7.3 million and
$9.9 million for the three month period ended March 31, 2008.  At
March 31, 2009, the Company had $228,965,000 in total assets;
$408,679,000 in total current liabilities and $14,238,000 in total
long-term liabilities, resulting in $193,952,000 in stockholders'
deficit.  As of March 31, 2009, the Company had an available cash
balance of $34.5 million.

Haights Cross does not expect that its cash on hand and cash
generated from operations will be sufficient to fund the repayment
of its senior secured term loan under the Credit Agreement should
it be declared due.  In addition, an acceleration of the senior
secured term loan would cause defaults under the Senior Notes and
Senior Discount Notes.  As of May 31, 2009, the outstanding
principal balances excluding any premiums or discounts under the
Credit Agreement, the Senior Notes and Senior Discount Notes (at
maturity) were $108.3 million, $138.8 million and $135.0 million,
respectively.

On April 15, 2009, Haights Cross entered into a short-term
forbearance agreement with the Lenders under the Credit Agreement
relating to the financial reporting defaults, and since that time
have entered into further forbearance agreements to extend the
applicable forbearance period, including a Fourth Forbearance
Agreement and Amendment No. 1 to Credit Agreement on May 7, 2009,
as extended on June 12, 2009.  The Forbearance Agreement and
Amendment also provides for a forbearance relating to defaults, if
any, resulting from its failure to satisfy the financial covenants
under its Credit Agreement for the periods ended December 31, 2008
and March 31, 2009.

Pursuant to the Forbearance Agreement and Amendment, the Lenders
have agreed to forbear exercising any rights and remedies under
the Credit Agreement until the earliest of (i) July 16, 2009; (ii)
June 17, 2009, unless the Company enters into a binding commitment
letter on substantially the terms of the proposed amendment to the
Credit Agreement; (iii) its failure to pay a commitment fee to the
Lenders when due; (iv) the occurrence of an event of default under
the Credit Agreement other than those events covered by the
Forbearance Agreement and Amendment; or (v) the occurrence or
existence of any event of default under either of the Indentures
for the Senior Notes or the Senior Discount Notes.

Upon expiration of the forbearance period, the forbearance will be
immediately and automatically terminated and be of no further
force or effect, which would permit the Lenders to exercise their
rights and remedies under the Credit Agreement and related
security documents.

Under the forbearance arrangements, commencing April 15, 2009,
Haights Cross agreed to pay the Lenders the default rate of
interest under the Credit Agreement, an increase of 2% over the
stated variable rate.  Effective, May 7, 2009, the Credit
Agreement was amended to increase the base interest rate by 4%
over the stated variable rate (an increase of 2% over the previous
default rate), such that the applicable interest rate under the
Credit Agreement is now, at Haights Cross' election, either:

   -- the three month LIBOR rate (with a floor of 3.00%) plus
      12.25% per annum, payable monthly (LIBOR rate loans had
      previously been payable quarterly); or

   -- the prime rate (with a floor of 5.25%) plus 11.0% per annum,
      payable monthly.

In consideration of this increase and a forbearance fee of
$541,000, the Lenders have agreed to waive any default interest
during the current forbearance period.  As of May 31, 2009,
Haights Cross' base rate of interest under the Credit Agreement
was 15.25%.  Under certain circumstances, Haights Cross is allowed
to make an election to have a portion of the interest, not to
exceed 2% per annum, paid-in-kind through an increase in the
outstanding principal amount of the term loans.

On June 8, 2009, the Company announced a plan to restructure its
indebtedness, including a voluntary exchange of the Company's
Senior Discount Notes that are held by Eligible Holders for shares
of Common Stock of the Company, subject to the terms and
conditions of an exchange offer to be presented to such Eligible
Holders.  Under the restructuring, the Company offers to issue
120.21 shares of its Common Stock for each $1,000 in principal
amount at maturity of Senior Discount Notes exchanged, or an
aggregate of 16,228,350 shares of Common Stock (subject to
adjustment to eliminate fractional shares) if all $135 million
aggregate principal amount at maturity of Senior Discount Notes
are exchanged.  These shares would represent at least 89% (subject
to adjustment for rounding of fractional shares) of the
outstanding shares of Common Stock of the Company immediately
after the closing of the Exchange Offer.

Immediately prior to the closing of the Exchange Offer, the
Company would effect a one-for-five reverse stock split that would
convert holdings of currently outstanding shares, and warrants to
purchase shares, of Common Stock into approximately 2,005,682
shares (including warrant rights thereto), or 11% of the
outstanding shares immediately after the closing of the Exchange
Offer (assuming 100% of Senior Discount Notes are exchanged).
Affiliates of Monarch Alternative Capital, LP, which are
stockholders of the Company and holders of approximately 33% of
the aggregate principal amount at maturity of the outstanding
Senior Discount Notes, have agreed to support this restructuring.

Concurrently with the Exchange Offer, the Company also is
soliciting consents from the Eligible Holders for certain
amendments to the Indenture pursuant to which the Senior Discount
Notes were issued, to eliminate or substantially amend all of the
restrictive covenants and modify certain of the events of default
and various other provisions contained in such Indenture.
Eligible Holders that tender Senior Discount Notes pursuant to the
Exchange Offer must also consent to the Proposed Amendment in
respect of such tendered Senior Discount Notes.  The Proposed
Amendment will not become operative unless and until the Exchange
Offer is consummated.

The Exchange Offer and Consent Solicitation will expire at 11:59
p.m., New York City time, on July 6, 2009, unless extended or
earlier terminated.

The Company also proposes to issue to its existing stockholders,
as part of the overall restructuring, warrants with a five year
term to purchase up to an aggregate of approximately 1,478,390
shares of its Common Stock (assuming all Senior Discount Notes are
exchanged) at an exercise price of approximately $7.40 per share
(assuming all Senior Discount Notes are exchanged).  The shares
reserved for issuance upon the exercise of the New Warrants would
represent approximately 7.5% of HCC's outstanding shares and
warrants (calculated on a fully diluted basis after giving effect
to the issuance of the shares represented by the New Warrants) if
all the Senior Discount Notes are exchanged.  The number of shares
to be covered by the New Warrants and the exercise price of the
New Warrants will be subject to proportionate adjustment if all
Senior Discount Notes are not exchanged in the Exchange Offer.

The consummation of the Exchange Offer will be conditioned upon
the satisfaction or waiver of a number of conditions including,
among others: (i) at least 95% of the aggregate principal amount
of the Senior Discount Notes being validly tendered for exchange
and not revoked, and Eligible Holders representing such Senior
Discount Notes delivering their consents to the Proposed
Amendments; (ii) the execution of a satisfactory amendment to the
Credit Agreement; and (iii) holders of a majority of the
outstanding shares of Common Stock consenting to an amendment to
the Company's Certificate of Incorporation to effect, among other
things, the adoption of a one-for-five reverse stock split, an
increase in the Company's authorized shares of Common Stock, the
adoption of cumulative voting for the election of directors, and
certain other amendments to the Company's Certificate of
Incorporation.  Beneficial holders of a majority of the Company's
outstanding Common Stock have agreed to effect the amendment to
its Certificate of Incorporation and have also agreed to terminate
the operative provisions of the existing stockholders agreement,
such that there will be no further agreements regarding the
election of the Company's directors or participation in future
offerings following the closing of the Exchange Offer.

The terms of the proposed Credit Agreement Restructuring:

     (i) The Company will make a $17,500,000 cash principal
         payment in respect of the existing secured term loan
         facility; thereby reducing the aggregate principal
         balance of the existing term loans from $108,200,000 to
         $90,700,000.  The Term Loan Paydown shall be allocated
         among certain of the existing Lenders.

    (ii) The Company shall repurchase 100% of the $27,475,000
         principal amount of the Company's Senior Notes held by
         certain of the existing Lenders constituting funds or
         accounts managed and/or advised by DDJ Capital
         Management, LLC, at a 20% discount, for aggregate
         consideration consisting of interests in $21,980,000
         principal amount of the new Term B Loans.

   (iii) After giving effect to the Term Loan Paydown, (x) the
         $55,862,000 of aggregate principal amount of existing
         term loans that are held by certain Lenders (including
         certain of the existing term-loans held by the DDJ
         Noteholder Lenders) shall be converted into new first-out
         term A loans in the aggregate principal amount of
         $55,862,000, and (y) the $34,838,000 aggregate principal
         amount of existing term loans that are held by the DDJ
         Noteholder Lenders, together with the $21,980,000 of
         Repurchase Consideration owed to the DDJ Noteholder
         Lenders, shall be converted into new last-out term B
         loans in the aggregate principal amount of $56,818,000,
         on terms and conditions satisfactory to the Lenders
         (including without limitation with respect to voting
         rights, payments and prepayments, application of
         proceeds, purchase options and bankruptcy rights).

    (iv) The aggregate principal amount of Restructured Term Loans
         outstanding after giving effect to the transactions
         described in clauses (i)-(iii) shall equal $112,680,000.
         Such amount does not include the aggregate amount of
         payment in kind interest, if any, added to the principal
         amount of the secured term loan facility under the Credit
         Agreement during the period commencing on the First
         Amendment Effective Date (i.e., May 7, 2009) and ending
         on the effective date of the closing of the transactions
         contemplated by the proposed debt restructuring.

     (v) It is currently anticipated that the Applicable Margin on
         the Term A Loans shall be equal to (a) 10.75% per annum
         with respect to LIBOR Loans (8.75% per annum cash pay and
         2.00% per annum payment in kind) and (b) 9.50% per annum
         with respect to Base Rate Loans (7.50% per annum cash pay
         and 2.00% per annum payment in kind).  It is also
         currently anticipate that the Applicable Margin on the
         Term B Loans shall be equal to (a) 15.75% per annum with
         respect to LIBOR Loans (13.75% per annum cash pay and
         2.00% per annum payment in kind) and (b) 14.50% per annum
         with respect to Base Rate Loans (12.50% per annum cash
         pay and 2.00% per annum payment in kind).  It is
         currently anticipated that the LIBOR rate on all
         Restructured Term Loans shall have a 3.00% floor and the
         Base Rate on all Restructured Term Loans shall have a
         5.25% floor, consistent with the existing Credit
         Agreement.

    (vi) The Company will pay a commitment fee to the Lenders,
         which commitment fee shall be earned upon the execution
         of a binding commitment letter with respect to the Credit
         Agreement Restructuring and shall be due and payable on
         the earliest to occur of (a) the date on which at least
         90% of the Senior Discount Notes have been tendered for
         exchange pursuant to the Exchange Offer, (b) the date on
         which the Company, the Agent and the Lenders have reached
         substantial agreement on the documentation for the Credit
         Agreement Restructuring or (c) the date on which (1) at
         least 60% of the Senior Discount Notes have been tendered
         for exchange pursuant to the Exchange Offer, and (2) the
         Company has consummated the Exchange Offer and effected
         the Credit Agreement Restructuring either (i) with the
         consent of the Agent and the Lenders in their discretion
         or (ii) with alternative financing.  With limited
         exceptions, once paid no part of the Commitment Fee shall
         be refundable for any reason.

   (vii) A default under the Restructured Term Loans will trigger
         an additional 2.00% of interest above the stated rates.

After giving effect to the Credit Agreement Restructuring, the
Credit Agreement (i) will require the Company to pay customary
fees to Agent and Lenders, including, without limitation, the
commitment fee and a closing fee and (ii) will furnish Agent and
Lenders with rights and remedies that are typical for a
transaction of this kind.  Among other remedies, upon the
occurrence of an event of default, the Agent and Lenders shall be
entitled to charge a default interest rate and to declare the
Restructured Term Loans outstanding to be due and payable, either
in whole or in part, immediately.

The Lenders' commitment is subject to the satisfaction or waiver
of certain conditions, including the negotiation, execution and
delivery of definitive documents.  Subject to the satisfaction of
the conditions precedent set forth in the Commitment Letter, the
funding of the Facility will occur on a date on or before July 16,
2009.  Pursuant to the Commitment Letter, the Company agreed to
(i) pay or reimburse the Lenders and the Agent for certain
reasonable and documented out-of-pocket costs and expenses and
(ii) the Lenders earned a commitment fee.

                About Haights Cross Communications

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher of books, audio products,
software and online services, serving these markets: K-12
supplemental education, public library and school publishing and
audio books.  Haights Cross companies include: Triumph Learning
(New York, NY), Buckle Down Publishing (Iowa City, IA), Options
Publishing (Iowa City, IA), and Recorded Books (Prince Frederick,
MD).


HARTMARX CORP: Sale to Emerisque Okayed Amid Committee Objections
-----------------------------------------------------------------
Erik Larson at Bloomberg News, citing U.S. Representative Phil
Hare, reports that the sale of Hartmarx Corp. to Emerisque Brands
U.K. has been approved by the U.S. Bankruptcy Court of the
Northern District of Illinois.

According to Bill Rochelle at Bloomberg, Hartmarx faced opposition
from the official committee of unsecured creditors appointed in
its Chapter 11 case in connection with the sale of its assets to
Emerisque Brands U.K. Ltd. and SKNL North America Ltd.  The
Creditors Committee objects to how the contract and a related
agreement were modified to provide that all of the $80 million in
sale proceeds will be turned over to the bank lenders when the
sale is completed.  The Committee asserts that the sale will only
benefit the lenders and will leave the estates "administratively
insolvent".

As reported in the Troubled Company Reporter on June 4, 2009, the
Bankruptcy Court approved Hartmarx's proposal to name Emerisque
Brands U.K. Limited and its partner SKNL North America, B.V. as
stalking horse bidder.  As a result of last minute negotiations,
Emerisque/SKNL and the Company, supported by its lenders, agreed
to a total transaction value of $128.4 million for the acquisition
of substantially all of the assets of Hartmarx Corporation and the
assumption of certain liabilities.  A copy of the amended and
restated asset purchase agreement between Hartmarx Corp. and
Emerisque and SKNL, dated as of June 1, 2009, is available at:

       http://bankrupt.com/misc/Hartmarx.AmendedAPA.pdf

Early this month, the Creditors Committee sued the Debtors'
secured lenders, asking the Bankruptcy Court to declare that the
$12 million resulting from termination of a store lease isn't part
of their collateral.

                    About Hartmarx Corporation

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

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


HAWAII SUPERFERRY: Seeks to Abandon Two Catamarans
--------------------------------------------------
Derrick DePledge at The Honolulu Advertiser reports that Hawaii
Superferry, Inc., has sought the permission of the U.S. Bankruptcy
Court for the District of Delaware to abandon its two high-speed
catamarans to creditors due to the significant cost of maintaining
the vessels.

According to The Honolulu Advertiser, Hawaii Superferry told the
Court that it can't find financing to maintain operations while
searching for charter opportunities.  The Honolulu Advertiser
relates that Hawaii Superferry has no current source of revenue,
but has to cover the cost of insurance, maintenance, security,
storage, and a skeleton crew for the catamarans at main private
investor J.F. Lehman & Co.'s shipyard.

The Honolulu Advertiser states that the Maritime Administration,
which guaranteed construction loans for the catamarans, would
likely take possession of the catamarans.  The report says that
Maritime Administration holds first priority on the mortgages and
is owed $135.7 million by Hawaii Superferry.

The Court will hold a hearing on Hawaii Superferry's request on
July 1, The Honolulu Advertiser reports.

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.


HAWAIIAN TELCOM: Considered, But Rejected, Sandwich Plan
--------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
inform the U.S. Bankruptcy Court for the District of Hawaii that
they did not refuse Sandwich Isles Communications, Inc.'s proposal
to acquire their assets for $450 million.

Theodore D.C. Young, Esq., at Cades Schutte LLP, in Honolulu,
Hawaii, relates that Sandwich Isles orally presented its offer to
the Debtors on April 20, 2009, wherein it proposed to purchase
substantially all of Hawaiian Telcom's assets for $250 million in
cash and $150 million in a Hawaiian Telcom-financed note, subject
to purchase price adjustments and due diligence.

On April 24, 2009, Sandwich Isles entered into discussions with
the Debtors' financial advisor, Lazard Freres & Co. LLP, who in
turn sought additional information from Sandwich Isles relating to
the financing of the proposal.  According to Mr. Young, Sandwich
Isles has not provided any of the financial information sought by
Lazard Freres.  Despite Sandwich Isles' failure to provide any
financial diligence, the Debtors entertained another telephone
conference with Sandwich Isles on May 1, 2009, to discuss the
Buyout Proposal.  At the conference call, Sandwich Isles conceded
that it had no committed financing, and that while it proposed to
submit an application to the federal government for financing to
acquire the Debtors' assets, the application for financing would
take months with no guarantee of success.  Sandwich Isles also
mentioned that its purchase of the Debtors' assets is contingent
on the termination of the Debtors' pension plan for union
employees for the elimination of benefits.

The Debtors subsequently discussed Sandwich Isles' Proposal with
their secured lenders and the International Brotherhood of
Electrical Workers, Local 1357, who both agreed with the Debtors
that the Buyout Proposal would not maximize value for the Debtors'
estates or lead to a successful transaction.  The Debtors also
discussed the Proposal with the Official Committee of Unsecured
Creditors, who also do not support the Proposal.  The special
committee of the Debtors' Board of Directors also held a meeting
on May 13, 2009, regarding the Proposal and expressed concern on
the lack of committed financing of the transaction.  In light of
the progress made in negotiations with the Secured Lenders
regarding the Debtors' Joint Plan of Reorganization dated June 3,
2009, the Special Committee has also determined not to pursue the
Proposal.

Mr. Young cites the reasons why the Debtors did not pursue the
Proposal:

  1. Sandwich Isles relies on government aid and grants to
     operate its business and does not have any committed
     financing to fund its proposed acquisition of the Debtors'
     assets.

  2. Sandwich Isles' proposed financing plan is sheer
     speculation and consists of pursuing government acquisition
     financing -- a form of financing for which there is known
     precedent, plus seller financing from the creditors, who do
     not support the proposal.

  3. Sandwich Isles lack the necessary federal and state
     licenses to operate in urban areas.

  4. Sandwich Isles has provided no facts or evidence that it
     has the financial wherewithal to operate the Debtors'
     businesses or provide the adequate assurance necessary for
     it to take assignment of the contracts and leases that are
     critical to operating the businesses or to make the ongoing
     payments that would be required under the $150 million note
     it proposed.

  5. Sandwich Isles does not operate a full-service
     communications company let alone a telecom network serving
     an entire state.  Sandwich Isles could not demonstrate to
     the Debtors that it has the experience and ability to
     ensure the continued operation of this critical
     infrastructure.

  6. Sandwich Isles failed to provide any details regarding its
     plan or ability to obtain the necessary regulatory
     approvals from state and federal agencies, including
     obtaining FCC expansion of its existing service area to
     include all of the neighbor islands, which it admits is
     "critical to Sandwich Isles' plan to acquire the Debtors'
     assets."

  7. Sandwich Isles conceded that its proposal would leave the
     businesses highly levered - a problem that brought the
     Debtors in bankruptcy and which the Debtors believe that
     Hawaii Public Utilities Commission would not permit to
     happen again.

  8. Sandwich Isles' Proposal contains an undefined diligence
     period and assuming, it could even obtain financing and
     regulatory approvals necessary, the diligence, financing
     and approval could extend the Debtors' Chapter 11 cases by
     months at significant additional cost to the Debtors'
     estates.

Mr. Young tells the Court that since the filing of the
Exclusivity Motion and the Plan, the Debtors have continued to
press forward towards their emergence from Chapter 11.  Indeed,
in consultation with the Committee, the Debtors rescheduled a
hearing to approve the Disclosure Statement accompanying the Plan
from July 23, 2009, to August 11, 2009, and is working diligently
to resolve the Committee's objections to the Plan.  The
rescheduled Disclosure Statement hearing is also to ensure its
connection with the summary judgment hearing in the lien dispute
commenced by Lehman Commercial Paper, Inc., as administrative
agent to the Secured Lenders against the Committee.  The Debtors
have also been working with and addressing the questions of the
HPUC to initiate the required regulatory approvals for the Plan,
he adds.

"Sandwich Isles' Motion to Modify Exclusive Periods is replete
with accusations and speculation but lacks any support," Mr.
Young contends.  He maintains that the Debtors have at all times
acted in good faith and in the best interests of their estates.
He reiterates that the Debtors thoroughly analyzed the Proposal
before concluding that the transaction is limited and speculative
at best, which conclusion was seconded by the Debtors'
constituencies.  Rejecting an unqualified purchase offer is
patently not bad faith, he asserts.  The Debtors have considered
all restructuring alternatives and are now pursuing a plan that
maximizes value, he avers.  Mr. Young tells the Court that the
Debtors previously made substantial progress with one purchaser
towards a sale but after two months, that purchaser abandoned the
transaction.  At all times, the Debtors remained open to serious
proposals that could benefit their estates and engaged their
equity sponsor regarding a standalone reorganization and,
separately discussed standalone restructuring options with their
bondholders and Secured Lenders, Mr. Young insists.

Moreover, the Debtors have filed a viable Chapter 11 Plan on
June 3, 2009.  While Sandwich Isles questioned the confirmability
of the Plan, this will be adjudicated at the confirmation
hearing, Mr. Young notes.  Thus, Sandwich Isles' speculation
about whether the Plan can be confirmed, while completely
unsupported, is irrelevant in the context of determining cause to
extend or modify exclusivity, Mr. Young asserts.  He also
clarifies that the Debtors have not sought any extension to the
Exclusive Periods due to any ongoing litigation, including the
Lien Dispute, which will be resolved or settled in connection
with confirmation.

For those reasons, the Debtors ask the Court to grant their
Exclusivity Motion and deny Sandwich Isles' Cross-Motion.

In support of the Debtors' Reply, (i) Kevin Nystrom, chief
operating officer of the Debtors, (ii) Nick Melton, managing
director at Lazard Freres, and (iii) Alan M. Oshima, member of
the Special Committee of the Debtors' Board of Directors, have
filed declarations, affirming the information set forth in the
Reply.

               Secured Lenders Side with Debtors

In support of the Debtors, the Secured Lenders affirm that the
Debtors' Plan is the result of months of good faith, arm's-length
negotiations they entered into with the Debtors.  The Secured
Lenders also comment that Sandwich Isles' Motion to Modify
Exclusivity inappropriately tries to roadblock progress in the
Debtors' Chapter 11 cases by asserting that its proposed offer to
the Debtors would provide better recoveries to creditors than that
of the Debtors' Plan.  The Secured Lenders tells the Court that
Sandwich Isles' Proposal does not have the support of the Debtors'
stakeholders.  The Secured Lenders clarify that they have
considered every offer of a third party bidder brought to them by
the Debtors, but none of those offers have been viable because of
a lack of committed financing, including that of Sandwich Isles'
Proposal.

Accordingly, the Secured Lenders ask the Court to grant the
Debtors' Exclusivity Motion and deny Sandwich Isles' Motion to
Modify Exclusivity.

               Sandwich Isles Says Debtors' Attacks
                    on Proposal are Misplaced

Lex R. Smith, Esq., at Kobayashi, Sugita & Goda, in Honolulu,
Hawaii, clarifies that after the conference call, the Debtors made
no further effort to consider the Sandwich Isles Proposal and
would not even respond to its request for access to their
diligence room.  Contrary to the Debtors' assertion, Sandwich
Isles has responded to Lazard Freres' request for financial
information, he continues.

More importantly, Mr. Smith asserts that the Debtors' allegations
regarding Sandwich Isles' Proposal are simply wrong for these
reasons:

  1. Sandwich Isles is a strategic buyer and not a bank,
     however, it has received initial financial commitments and
     if granted access to the diligence room, it would promptly
     be able to confirm financing.

  2. The Debtors have ignored that Sandwich Isles is a proven,
     successful, and profitable locally owned company operating
     on Hawaii for more than 10 years.

  3. Any of the Debtors' assets will have to obtain the
     regulatory approval and Sandwich Isles, being already
     regulated by the HPUC and a Hawaii-owned business, will not
     face the regulatory hurdles posed by the ownership
     structure contemplated in the Plan.

  4. The Debtors are incorrect in stating that Sandwich Isles
     lacks the necessary federal and state licenses to operate
     in urban areas because Waiman Enteprises, its wholly owned
     subsidiary, has a separate subsidiary that is fully
     licensed to operate anywhere on Hawaii.

  5. While the Debtors contend that Sandwich Isles' Proposal
     undervalues their assets, they did not complain to Sandwich
     Isles about the $450 million purchase price and have not
     given Sandwich Isles access to the information necessary to
     value their estates and assets.

  6. Sandwich Isles never denied that the Proposal would leave
     the Debtors' business highly leveraged.  It even believes
     that a leveraged business model with borrowings from a mix
     of public and private sources is the best approach to the
     unique challenge of operating a telecommunication business
     on Hawaii.

  7. Sandwich Isles received telephone calls from
     representatives of several Secured Lenders who indicated
     that they had never heard of Sandwich Isles' proposal and
     only learned of it through the news.  Notably, the Secured
     Lenders' Joinder does not state that all of the Secured
     Lenders have been advised of the Sandwich Isles Proposal,
     or were asked to determine their interest.

Mr. Smith insists that the Debtors have not established cause to
further extend the Exclusive Periods.  He contends that the
Debtors are attempting to distract the Court from their inability
to move their Chapter 11 cases forward by raising those attacks
on Sandwich Isles' Proposal, which issues are simply not relevant
before the Court.  More importantly, the Debtors' filing of their
Plan does not demonstrate their prospects for filing a viable
Chapter 11 plan, Mr. Smith says.  He points out that the proposed
ownership under the Plan remains the central issue on the
Debtors' request to extend exclusivity.

According to Mr. Smith, certain of the Debtors' stakeholders have
informed Sandwich Isles that the true plan is to sell the Debtors
again within three years after exiting from Chapter 11
protection.  He also comments that the Debtors did not even
explain (i) what the questions that were asked by HPUC are, and
(ii) how they will deal with HPUC's strict restriction on foreign
ownership.  Moreover, Mr. Smith stresses, the Debtors'
deteriorating business is directly relevant to their Exclusivity
Motion because the longer they wait to open this process to real
buyers, the less likely that a real buyer will be found who is
willing to go through the regulatory process necessary to acquire
a telecommunications company.

Sandwich Isles contends that the Debtors' Plan fails to embody
any compromise among creditors and key stakeholders; and contains
insurmountable regulatory obstacles.  The Debtors' Plan simply
has no hope of confirmation and will ultimately need to be
renegotiated, Mr. Smith emphasizes.  In the meantime, the
business of the Debtors and the people of Hawaii will suffer as
expenses and service failures mount and customer losses increase,
he stresses.  In contrast, the Sandwich Isles Proposal is a
viable alternative plan being delayed by exclusivity and
constitutes a serious attempt to achieve a confirmable plan of
reorganization within a relatively short timeframe, Mr. Smith
maintains.  "Denial of the Debtors' Exclusivity Motion will thus
not prejudice the Debtors' confirmation efforts, but would
further the prospects for reorganization in the Debtors' Chapter
11 cases," Mr. Smith says.

Accordingly, Sandwich Isles asks the Court to grant its Motion to
Modify and deny the Debtors' Exclusivity Motion.

                          *     *     *

In an amended bridge order, Judge Lloyd King extends by one day
the Debtors' exclusive period to file a reorganization plan from
June 30, 2009, to and including July 1, 2009; and the Debtors'
exclusive period to solicit acceptances for that plan from August
31, 2009, to and including September 1, 2009.

No party other than the Debtors may file any Chapter 11 plan in
the Debtors' cases through July 1, 2009.

Judge King will consider the Debtors' Exclusivity Motion on a
final basis, on July 1, 2009.

                       About Hawaiian Telcom

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

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

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

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

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


HAWAIIAN TELCOM: Hawaii State Retains Chanin as Fin'l Advisors
--------------------------------------------------------------
The State of Hawaii asks the Court to approve the retention of
Chanin Capital Partners, LLC, as financial advisors and
consultants to the Hawaii Public Utilities Commission effective
July 1, 2009.

The Debtors' Joint Plan of Reorganization and Disclosure
Statement dated June 3, 2009, requires the regulatory approval
from the HPUC, which approval could take six to nine months to
obtain.  In furtherance of HPUC's role, Chanin Capital is
contemplated to assist the HPUC:

  (1) in its review of the Debtors' Plan and Disclosure
      Statement; and

  (2) in its administrative and regulatory review of the Plan
      pursuant to Chapter 269 of the Hawaii Revised Statutes.

Specifically, Chanin Capital will:

  (a) assist the HPUC in the review of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports of the Debtors;

  (b) assist in the review of the Debtors' short-term cash
      management procedures and cash flows;

  (c) assist and advise the HPUC with respect to the Debtors'
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

  (d) assist with a review of the Debtors' performance of
      cost-benefit evaluations with respect to the affirmation
      or rejection of several executory contracts and leases;

  (e) provide assistance regarding the evaluation of operations
      and identification of areas of potential cost savings,
      including overhead and operating expense reductions and
      efficiency improvements;

  (f) assist in the review of financial information distributed
      by the Debtors to creditors and others, including cash
      flow projections and budgets, cash receipts and
      disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought;

  (g) attend meetings and assist in discussions with the
      Debtors, potential investors, banks, other secured
      lenders, the HPUC and any other official committees
      organized in these Chapter 11 proceedings, the U.S.
      Trustee, other parties-in-interest and professionals hired
      by the same, as sought;

  (h) assist in the review or preparation of information and
      analysis necessary for the confirmation of a plan in these
      Chapter 11 proceedings;

  (i) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (j) provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the HPUC;

  (k) render other general business consulting or other
      assistance as the HPUC or its counsel may deem necessary
      that are consistent with the role of a financial advisor
      and not duplicative of services provided by other
      professionals in this proceeding.

The Debtors are a monopoly landline provider for
telecommunication services.  As a monopoly provider, the Debtors,
as reorganized, must continue to provide those monopoly services.
If the Debtors or the Reorganized Debtors cannot provide those
services, the Court will have to inquire as to any contingency
plans by the HPUC to provide for those monopoly services.  HPUC
will thus work with Chanin Capital and other governmental
entities and agencies to prepare contingency plans if the
Debtors' reorganization is unsuccessful and a new entity has to
be established to operate the monopoly landlines network.  Only
the HPUC in conjunction with other state agencies, working with
Chanin Capital, will be in a position to draft and prepare
contingency plans for a successor entity, the State of Hawaii
maintains.

HPUC proposes to pay Chanin Capital a fixed monthly fee of
$150,000 and reimburse the actual and necessary expenses incurred
by the firm as of July 1, 2009.

Moreover, HPUC seeks to retain Chanin Capital pursuant to Section
328(a) of the Bankruptcy Code, which provides that Chanin
Capital's employment, including its fees, are not subject for
further review.

Brian J. Cullen, managing director at Chanin Capital, filed with
the Court a list of entities his firm has represented, currently
represents, and may represent, a copy of which is available for
free at:

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

Mr. Cullen adds that Chanin Capital also represents several
entities, including those listed that buy and sell distressed
debt of Chapter 11 debtors.  However, since distressed bank and
note debt is actively traded in commercial markets, Chanin
Capital may be unaware of the actual holder of the debt at any
given moment.  Despite these disclosures, he assures the Court
that Chanin Capital is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code, and does
not hold or represent an interest adverse to the Debtors' estates
with respect to the matters for it is being employed pursuant to
Section 328(c).

                       About Hawaiian Telcom

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

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

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

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

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


HAWAIIAN TELCOM: May Use Cash Collateral Through August 31
----------------------------------------------------------
Pursuant to the minutes of the hearing held on June 18, 2009,
Judge Lloyd King authorized Hawaiian Telcom Communications Inc.'s
continued use of cash collateral of their Prepetition Lenders, on
a consensual basis, through and including August 31, 2009.  Judge
King directed the Debtors' counsel to submit an order for
approval.

                       About Hawaiian Telcom

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

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

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

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

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


HAYES LEMMERZ: Committee Taps Bifferato as Delaware Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Bifferato Gentilotti LLC as its Delaware counsel.

The firm will, among other things:

  a) provide legal advice as necessary with respect to the
     Committee's powers;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtors' businesses, potential claims,
     and any other matters relevant to the cases or to the
     formulation of a plan of reorganization;

  c) participate in the formulation of a Plan;

  d) provide legal advice as necessary with respect to any
     disclosure statement and Plan filed in these cases and with
     respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     of a Plan; and

  e) prepare on behalf of the Committee, as necessary,
     applications, motions, complaints, answers, orders,
     agreements and other legal papers.

The firm's hourly rates are:

     Designation                  Hourly Rate
     -----------                  -----------
     Members/Associates           $250-$345
     Paralegals/Legal Assistants  $145-$185

Garvan F. McDaniel, Esq., a member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Hayes Lemmerz

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

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC serves as the Company's financial advisors.  AlixPartners, LLP
serves as the Company's restructuring advisors.  The Garden City
Group, Inc., serves as the Debtors' claims and notice agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of Hayes Lemmerz International Inc. and its
debtor-affiliates.  As of January 31, 2009, the Debtors had total
assets of $1,336,600,000 and total debts of $1,405,200,000.  This
is the Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

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


HAYES LEMMERZ: Committee Taps Chanin Capital as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Chanin Capital Partners as its financial advisor.

The firm will:

   a) review and analyze the Debtors' operations, financial
      condition, business plan, strategy, and operating forecasts;

   b) analyze any merger, divestiture, joint-venture, or
      investment transaction;

   c) assist in the determination of an appropriate go-forward
      capital structure for the Debtors;

   d) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or Plan of Reorganization including the value of the
      securities, if any, that may be issued to the Committee
      under any such restructuring or Plan;

   e) provide testimony, as necessary, before the bankruptcy
      court; and

   f) provide the Committee with other appropriate general
      restructuring advice The firm's hourly rates are:

The firm will be paid $175,000 per month for this engagement.

Brent C. William, managing member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Hayes Lemmerz

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

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC serves as the Company's financial advisors.  AlixPartners, LLP
serves as the Company's restructuring advisors.  The Garden City
Group, Inc., serves as the Debtors' claims and notice agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of Hayes Lemmerz International Inc. and its
debtor-affiliates.  As of January 31, 2009, the Debtors had total
assets of $1,336,600,000 and total debts of $1,405,200,000.  This
is the Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

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


HAYES LEMMERZ: Committee Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Lowenstein Sandler PC as its counsel.

The firm will, among other things:

  a) provide legal advice as necessary with respect to the
     Committee's powers;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtors' businesses, potential claims,
     and any other matters relevant to the cases or to the
     formulation of a plan of reorganization;

  c) participate in the formulation of a Plan;

  d) provide legal advice as necessary with respect to any
     disclosure statement and Plan filed in these cases and with
     respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     of a Plan; and

  e) prepare on behalf of the Committee, as necessary,
     applications, motions, complaints, answers, orders,
     agreements and other legal papers.

The firm's hourly rates are:

     Designation              Hourly Rate
     -----------              -----------
     Partners                 $410-$765
     Counsel                  $320-$520
     Associates               $220-$380
     Legal Assistants         $120-$215

Mary E. Seymour, Esq., a member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Hayes Lemmerz

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

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC serves as the Company's financial advisors.  AlixPartners, LLP
serves as the Company's restructuring advisors.  The Garden City
Group, Inc., serves as the Debtors' claims and notice agent.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors of Hayes Lemmerz International Inc. and its
debtor-affiliates.  As of January 31, 2009, the Debtors had total
assets of $1,336,600,000 and total debts of $1,405,200,000.  This
is the Company's second trip to the bankruptcy court, dubbed a
Chapter 22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

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


HOLLYWOOD THEATERS: Moody's Assigns 'B3' Rating on Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the senior
secured note issuance of Hollywood Theaters, Inc.  The company
applied proceeds from the $157 million issuance primarily to repay
existing bank debt.

Moody's also upgraded the corporate family and probability of
default ratings, each to B3, from Caa2 and Caa3, respectively, and
withdrew ratings on the former senior secured bank debt.  The
transaction occurred largely in line with Moody's expectations as
communicated in the June 4, 2009, press release on Hollywood.  The
face value of the bonds increased to $157 million from the
proposed $150 million due to the larger original issue discount,
but Moody's believes liquidity, incorporating the $10 million
revolving credit facility expected to be in place shortly after
the close of the transaction, will remain adequate.

Hollywood Theaters, Inc.

  -- Probability of Default Rating, Upgraded to B3 from Caa3

  -- Corporate Family Rating, Upgraded to B3 from Caa2

  -- Assigned B3 rating to Senior Secured Regular Bonds

  -- Outlook, Changed To Stable From Rating Under Review

  -- Senior Secured First Lien Bank Credit Facility, Withdrawn,
     previously rated Caa1, LGD2, 25%

  -- Senior Secured Second Lien Bank Credit Facility, Withdrawn,
     previously rated Ca, LGD5, 73%

The weakly positioned B3 corporate family rating incorporates the
company's ongoing significant financial risk.  Hollywood's
attendance lagged the industry in 2008, which elevated leverage to
the mid-6x debt-to-EBITDA from below 6x in 2007.  High capital
expenditures contributed to negative free cash flow and weak fixed
charge coverage in 2008, and Moody's anticipates continued cash
consumption in 2009, exacerbated by increased interest expense.
Lack of scale also constrains the rating, although Hollywood
benefits somewhat from reasonable geographic diversification.  The
company's modern theater circuit, which contributes to its strong
EBITDA margin and allows for fairly modest maintenance capital
requirements, as well as expectations that a reduction in
expansionary capital expenditures after 2009 will yield improving
free cash flow, lend support to the ratings.

The most recent rating action for Hollywood Theaters, Inc., was on
June 4, 2009, when Moody's assigned a (P)B3 to Hollywood's
proposed notes issuance.

Hollywood Theaters, Inc.'s ratings were assigned by evaluating
factors Moody's believe are relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Hollywood's core industry and Hollywood's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Hollywood Theaters, Inc., headquartered in Portland, Oregon,
operates approximately 50 theaters and 536 screens primarily
located in the Southwest and West Coast.  Revenue for the last
twelve months ending March 31, 2009, was approximately
$131 million.


HUNTSMAN CORP: Lawsuit Settlement Cues S&P to Keep Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City-based Huntsman Corp. remain on CreditWatch with negative
implications, following Huntsman's announcement of its agreement
with Credit Suisse and Deutsche Bank to settle claims over
Huntsman's lawsuit related to the failed $6.5 billion acquisition
of Huntsman by Apollo Management-owned Hexion Specialty Chemicals
Inc.

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

Global chemical manufacturer and marketer Huntsman announced that
the settlement consists of $620 million in cash and $1.1 billion
in loans to be provided by the two banks.  Huntsman also received
$12 million in reimbursement of litigation costs.

Huntsman announced it would utilize a portion of the settlement's
approximately $1.7 billion in cash proceeds to reduce and
refinance debt.

"The settlement and planned use of proceeds to improve the balance
sheet addresses S&P's immediate credit concerns related to near-
term debt maturity requirements and liquidity," said Standard &
Poor's credit analyst Paul Kurias.

The company's near-term debt maturities included a $575 million
accounts receivable securitization facility that matures in
November 2009, $295 million in senior secured notes, and a
$650 million revolving credit facility that matures in the second
half of 2010 -- nearly 30% of the $4.9 billion of total adjusted
debt outstanding as of March 31, 2009.

"We nevertheless remain concerned that 2009 operations and
earnings will remain depressed because of the ongoing global
recession, which has driven down stifled overall demand for the
company's products in key businesses.  While the settlement
announcement is expected to address immediate liquidity
concerns, S&P expects credit metrics to remain relatively weak for
the current ratings," said Mr. Kurias.

S&P plans to resolve the CreditWatch once more details on the
Huntsman's prospective capital structure become available.


IED PINNACLE/MILLER: Lender Wants Case Converted to Chapter 7
-------------------------------------------------------------
SunBank, N.A., the lender of IED Pinnacle/Miller, LLC, asks the
U.S. Bankruptcy Court District of Arizona to convert the Debtor's
Chapter 11 case to a case under Chapter 7.

The lender relates that on Aug. 2, 2007, it made a loan to the
Debtor in the maximum principal amount of $27.6 million for the
construction of a certain Pinnacle property.  The lender adds that
the Debtor's indebtedness secured by the Pinnacle Property far
exceeds the Property's value.

SunBank asserts conversion is warranted, citing that the Pinnacle
Property cannot generate revenue and the Debtor cannot pay the
expenses that are necessary to preserve and protect the Pinnacle
Property, including insurance premium payments.

               About IED Pinnacle/Miller, LLC

Las Vegas, Nevada-based IED Pinnacle/Miller, LLC, filed for
Chapter 11 on May 22, 2009 (Bankr. Case No. 09-11222).  IED is
represented by attorneys at Eric Slocum Sparks PC.  At the time of
the filing, the Debtor disclosed assets of $30,000,000 against
debts of $27,600,000.


IMF INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: IMF Investment, LLC
        PO Box 26583
        Tampa, FL 33623

Bankruptcy Case No.: 09-13392

Chapter 11 Petition Date: June 24, 2009

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

Debtor's Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  Email: sheila@normanandbullington.com

Total Assets: $2,504,400

Total Debts: $1,673,200

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

          http://bankrupt.com/misc/flmb09-13392.pdf

The petition was signed by Syed Raza, manager and member of the
Company.


INC. CATHEXIS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Inc. Cathexis
        10421 South Jordan
        Gateway, St. #550
        South Jordan, UT 84095

Bankruptcy Case No.: 09-26549

Chapter 11 Petition Date: June 24, 2009

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

Debtor's Counsel: Steven C. Tycksen, Esq.
                  Tycksen & Shattuck, LC
                  Pioneer Business Park
                  12401 South 450 East, Unit E-1
                  Draper, UT 84020
                  Tel: (801) 748-4081
                  Fax: (801) 748-4087
                  Email: steve@tyshlaw.com

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

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

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

           http://bankrupt.com/misc/utb09-26549.pdf

The petition was signed by Shane Glover, president of the Company.


JOURNAL REGISTER: Court Defers Ruling on Chapter 11 Plan
--------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York said he will "reserve" his decision on the
confirmation of Journal Register Company's Chapter 11 plan for
next week.

At the June 25 confirmation hearing, Journal Register CEO Robert
Conway said that without a $6.6 million "gift" that secured
lenders agreed to give trade partners, the Company won't be able
to keep operating.  The Plan was supported by holders of 96% of
secured debt and 97% of the unsecured claims.

As reported by the Troubled Company Reporter on May 1, JRC revised
its plan to "placate unsecured creditors."  While the original
version of the Plan didn't offer any recovery to unsecured
creditors who didn't provide goods and services, the revised plan
offers unsecured creditors with some $27.1 million in claims a
recovery of 9.2% of their claims.

The revised plan would give all of the new stock and $225 million
in new term loans to the pre-bankruptcy secured lenders owed $695
million.  Existing stock would be canceled.  The disclosure
statement says the Plan represents a 42% recovery for the lenders.

                      Overview of the Plan

The overall purpose of the Plan is to provide for the
restructuring of the Debtors liabilities in a manner designed to
maximize recovery to stakeholders and to enhance the financial
viability of the reorganized Debtors.  Generally, the Plan
provides for a balance sheet restructuring that exchanges the
Debtors' current debt obligations under the existing credit
agreement for new term loans and equity in reorganized Debtors.

The reorganized Debtors' existing common stock has no value and
will be cancelled.  Upon emergence, all of reorganized Debtors'
new common stock will be owned by the lenders, and will be subject
to dilution only by:

   a) the options to purchase the new common stock that may be
      issued to the reorganized Debtors' post-Effective date
      directors, officers and employees; and

   b) the warrant shares issued upon exercise of the revolving
      facility warrants.

Neither the new common stock nor the revolving facility warrants
will be registered with the SEC or any state securities regulatory
authority and will not trade on any public exchange.

Other secured creditors will receive cash, their collateral or
retain their liens, as applicable, in satisfaction of their
Claims.  Unsecured creditors will receive their pro rata share
of the unsecured claim distribution on account of their allowed
claims under the Plan.  In addition to their distribution under
the plan, holders of trade unsecured claims that (i) do not
object to confirmation of the Plan and (ii) have granted the
releases provided in the Plan will be eligible to receive payment
of the remaining balance of the allowed amount of their claims in
full in cash from an account established by the Lenders.  The
Debtors currently estimate that the allowed trade unsecured claims
will total approximately $5.4 million.

The resulting debt structure of the reorganized Debtors will
substantially de-lever the company and provide liquidity needed to
support its future operations.  The Debtors believe that the Plan
provides for appropriate treatment of all classes of claims and
interests, taking into account the valuation of the company and
the differing natures and priorities of the claims and interests.

In connection with preparing the estimation of recoveries, these
assumptions were made:

   -- The ongoing enterprise value of the reorganized Debtors for
      purposes of the Plan, based on the valuation prepared by
      Lazard Freres & Co., LLC, the Debtors' financial advisors,
      is approximately $300 million.

   -- The aggregate allowed amount of administrative expense
      claims unpaid as of the effective date will be approximately
      $4.2 million.

   -- The aggregate allowed amount of U.S. Trustee fees unpaid as
      of the effective date will be approximately $38,000.

   -- The aggregate Allowed amount of fee claims will be
      approximately $6.7 million.

   -- The aggregate Allowed amount of unpaid priority tax claims
      will not exceed approximately $21.6 million.

   -- The aggregate Allowed amount of priority non-tax claims
      unpaid as of the effective Date will be approximately
      $0.5 million

   -- The aggregate allowed amount of other secured claims will be
      approximately $2.6 million.

   -- The aggregate allowed amount of unsecured claims will be
      approximately $27.1 million, which is comprised of
      approximately $5.4 million of trade unsecured claims and
      $21.7 million of other unsecured claims.

In addition, holders of secured lender claims, totaling
$695 million, are expected to recover 42% and holders of unsecured
creditors, totaling $27.1 million, are expected to recover 9.2%
under the Plan.

All holders of existing securities laws claims and common stock
interest will not receive any distribution.

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

                http://ResearchArchives.com/t/s?3c8d

A full-text copy of the Debtors' amended joint Chapter 11 plan or
reorganization is available for free at:

                http://ResearchArchives.com/t/s?3c8c

                      About Journal Register

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.


KABUTO ARIZONA: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, tells the U.S.
Bankruptcy Court for the District of Arizona that she will not be
able to appoint an official committee of unsecured creditors in
Kabuto Arizona Properties, LLC's Chapter 11 cases.

Ms. Lashinsky adds that there has not been a creditor showing
interest to be appointed in the committee, despite efforts to
contact the 20 largest unsecured creditors.

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


KIRBY PETERSON: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Kirby D. Peterson
                aka Timberline Lodge, Inc.
                aka Timberline Construction
                aka Timberline Trips.com
                aka Timberline Lodge & Big Country Outfitters
                aka Timberline Homes
                aka Valley Springs Ranch HA
                PO Box 454
                Daniel, WY 83115

Case Number: 09-20566

Debtor-affiliate subject to Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Melanie M Peterson                                 09-20567

Involuntary Petition Date: June 17, 2009

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Petitioner's Counsel: Vance Countryman, Esq.
                      Vance T. Countryman, P.C.
                      233 Garfield
                      Lander, WY 82520
                      Tel: (307) 335-7075

   Petitioner                  Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Wyo. Country Builders, LLC     contract             $73,428
24 Valley Springs Dr.
Lander, WY 82520


LAKE LAS VEGAS: Will Abandon Reflection Bay Golf
------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, said in court documents that
it will close Reflection Bay Golf Club and lay off that club's
employees on June 30.

Reflection Bay, designed by Jack Nicklaus, will revert to senior
lender Carmel Land & Cattle Co., Patrick Fitzgerald posted on The
Wall Street Journal's blog, Bankruptcy Beat.  According to
Bankruptcy Beat, Carmel Land will hold a foreclosure sale on the
property July 9.

Lake at Las Vegas, Bankruptcy Beat relates, said that it is
abandoning Reflection Bay because the golf course is worth
significantly less than the $29 million it owes to Carmel Land,
which already took control of the Debtor's The Falls Golf Club.

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LAKE AT LAS VEGAS: Use of Cash Collateral Extended until June 30
----------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, Northshore Golf Club,
L.L.C., Carmel Land & Cattle Company and the agent to the
prepetition lenders in respect of the operations and maintenance
of the Reflection Bay GC, have agreed to further extend LLVJV's
and Northshore's use of Carmel's and the prepetition agent's cash
collateral until June 30, 2009.

This is the 5th extension of the aforementioned Debtors' use of
Carmel's and the p[repetition agent's cash collateral since the
November 25, 2008 approval by the Court, on a final basis, of the
Reflection Bay stipulation authorizing the use of cash collateral
through January 5, 2009.  Same was previously extended through and
including February 4, 2008, February 23, 2009, April 10, 2009, and
May 26, 2009, respectively.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the
official committee of unsecured creditors as counsel.


LAKE AT LAS VEGAS: Seeks to Extend Plan Filing Deadline to June 30
------------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, and its affiliated debtors
ask the U.S. Bankruptcy Court for the District of Nevada to extend
their exclusive periods to propose a plan and solicit acceptances
thereof to June 30, 2009, and August 28, 2009, respectively.  The
Debtors relate that absent extraordinary circumstances, they
expect this to be their final request for an extension of their
plan filing exclusivity period.

This is the Debtors' 5th motion for extension of their exclusive
periods.

The Debtors relate that they have achieved broad consensus
regarding most aspects of a draft Chapter 11 plan of
reorganization, but a "handful of material issues" still needs to
be resolved before a fully consensual plan can be filed with the
Court.

The Debtors add that the requested extension is supported by the
official committee of unsecured creditors, Credit Suisse, Cayman
Islands Branch, as agent under the Debtors' primary DIP facility,
the lenders under the Debtors' primary DIP Facility and Dorfinco
Corporation, the lender under SouthShore Golf Club, L.L.C.'s
separate DIP facility.

A hearing on the motion is scheduled for June 29, 2009, at 10:00
a.m.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LEAR CORP: May Seek Bankruptcy Protection By July 1
---------------------------------------------------
Lear Corp. may file for bankruptcy protection as early as June 29
and no later than July 1, Craig Trudell and Lauren Coleman at
Bloomberg News report, citing a person familiar with the matter.

Current lenders JPMorgan Chase & CO. will provide debtor-in-
possession financing, the person said, according to the report.

Bloomberg relates that Stroock & Stroock & Lavan LLP will
represent the bondholders; and Simpson Tchacher & Bartlett LLP
will represent creditors.  Investment bank Miller Buckfire & Co.
is giving Lear Corp. advice.

As reported by the Troubled Company Reporter on June 3, 2009, Lear
did not make the $38 million semi-annual interest payments due on
June 1, 2009, with respect to its 8.50% senior notes due 2013, and
8.75% senior notes due 2016.  The Company utilized the 30-day
grace period applicable to the interest payments, while it
continues discussions of a possible capital restructuring with its
lenders and certain other parties, according to Matthew J.
Simoncini, senior vice president and chief financial officer of
the company.  Under the applicable indentures relating to the
senior notes, the use of the 30-day grace period does not
constitute a default that permits acceleration of the senior notes
or any other indebtedness, Mr. Simoncini said.

On May 13, 2009, the Company entered into an amendment and waiver
under its primary credit facility, wherein the waiver of covenant
defaults under the primary credit facility would terminate if the
Company were to make any payments with respect to the senior
notes.  A full-text copy of the second amendment and waiver is
available for free at http://ResearchArchives.com/t/s?3a6e

                      About Lear Corporation

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].

                            *     *     *

Lear had approximately $1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately $1.6 billion as
of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of $6.4 billion, current liabilities of $4.4 billion and
long-term liabilities of $2.0 billion, resulting in $41.4 million
in stockholders' deficit at April 4, 2009.


LENOX HILL: Moody's Affirms 'Ba1'; Changes Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating assigned to
Lenox Hill Hospital.  The outlook has been revised to negative
from stable and reflects the recent halt of its improving
financial trend and expectations for an operating deficit for the
year, contrary to Moody's 2008 expectations for break-even
performance by 2010.  The outlook revision applies to
$130.4 million of rated debt.  This review follows Moody's review
of audited fiscal year 2008 financial statements and performance
through April 30, 2009.  Stellar transparency and information
dissemination continues to be a very favorable factor.

Legal Security: Gross revenue pledge of Lenox Hill Hospital. 1.25
rolling twelve-month debt service covenant test and 50 day cash on
hand requirement.  Moody's analysis has historically incorporated
the consolidated financial performance of Lenox Hill Hospital and
Manhattan Eye Ear and Throat Hospital who is not obligated on the
debt but who is an important component of Lenox Hill Hospital's
overall strategic plan for competing in the difficult New York
City healthcare market.  A full legal merger with MEETH in 2007
solidifies that relationship and its incorporation with LHH's
mission and Moody's credit analysis.

Interest Rate Derivatives: none

                            Challenges

* Combination of global economics and inability to achieve volume
  expectations for various reasons have more than offset the
  volume being generated from a new cardiology group relationship.
  Volume growth is critical to meeting break-even financial goals.

* Increased operating deficit expected for FY2009 from 2008
  deficit, which would reverse the multi-year financial
  improvement that had decreased annual operating losses and
  increased operating cashflow since FY2005.

* Balance sheet has declined with market losses and recent
  performance; days cash on hand at 69 days as of April 30, 2009.
  Sale of unencumbered asset (122 East 76th Street) did not occur
  during 2008.

* Little leverage with payers to get rates comparable to peer
  hospitals in the city who are larger or part of a network; rates
  remain below market despite high acuity and services provided at
  LHH.

* Debt creep from leases over the last year to fund some capital
  projects.  Capital spending has been held to modest levels for
  the last two years and capital spending will continue to be
  monitored in light of of year to date performance.

* Long and short term investment pools remain in alternative
  investments, with lock-up periods averaging 90 days.

* Need for new types of physician relationships, including
  employment, changes the dynamic of the voluntary medical staff
  and management will need to integrate these new relationships
  without disrupting the existing staff.

* Stand-alone facility in a consolidated market of much larger
  providers, results in decreased leverage with payers and
  emphasizes the competitive challenge to grow volume.

                            Strengths

* Large tertiary provider ($651 million revenue base) located on
  the affluent Upper East Side of Manhattan that has carved a
  niche for itself by remaining an independent organization within
  a consolidating market and concentrating on its designated
  centers of excellence in orthopedics, cardiovascular surgery,
  maternal child health and surgical services.  High Medicare case
  mix index of 1.87 year-to-date through April 30, 2009).

* LHH has differentiated itself from its local competitors by
  being a teaching hospital without the added expense inherent in
  academic medical centers affiliated with medical schools.  Its
  low cost structure, favorable payer mix and low length of stay
  are also key strengths.

* Improved contracting terms received from its largest payers to
  generate significantly improved revenue over immediate term.

* New volume being generated as expected from new (2008)
  relationship with large cardiology group.

* Debt is all fixed rate; no derivatives or swaps outstanding.

* Portfolio allocation produced better than market returns during
  2008 and through first four months of 2009.

                   Recent Developments/Results

Year-to-date performance is particularly disappointing because
much progress was made over a multi-year period to stabilize
financial performance at LHH, improve its balance sheet and reduce
its annual operating losses.  The operating deficit in FY2008 was
reduced to $11.1 million from $16.0 million in 2007 and marked the
fourth year of operating improvement for the hospital, which
seemed to position LHH to meet its break-even performance from
operations goal in FY2010.  Through four months of 2009, however,
LHH is posting an $8.2 million operating loss, which compares
unfavorably to the $5 million operating loss through four months
2008.  Expectations are for a year ending deficit of $20 million
which includes the residual impact of $41 million of corrective
action plan initiatives that includes reduction in force and
improved rates.

Recent financial performance is largely tied to volume that has
not met budgeted goals and is particularly impacted by the
unanticipated loss of admissions from three key admitters who have
left the staff for differing reasons.  Reaching break-even was
predicated on improved rates received from payers and volume
increases, and so the full benefit of improved rates has not been
realized because of the volume losses.  Discussions continue with
several multi-specialty groups for varying types of affiliation
relationships to solidify referral patterns, since LHH lacks the
primary care clinics and physician relationships enjoyed by its
competitor academic medical centers.  Currently, LHH's medical
staff is mostly voluntary with many physicians not participating
in managed care networks or even accepting Medicare.  To date,
management has entered into an arrangement with Cardiovascular
Associates of NY, a 16-physician group of cardiologists, located
in Queens, who is on target to bring significant incremental
admissions to LHH.  Payer contracts have been renegotiated and are
now based on case rates, with decreased denials expected and
incremental revenue expected if volume meets targeted levels.

After improving in 2008 with the monetization of some non-core
assets and receipt of NY State HEAL monies, LHH's cash increased
to $141 million from $130.7 million but days of cash on hand
remained stable around 82 days.  Cash-to-debt improved to an
historical high 79.3% with the retirement of some debt with HEAL
funds. Some additional HEAL monies may be available if LHH reduces
its bed size.  However, through April 30, 2009, cash has declined
to $122.8 million (69.2 days).  A three-year capital budget is
being evaluated (the capital spending ratio has been less than 1.0
times for the last three years) but capital spending cannot be
deferred much longer.  Management has used $20 million of capital
leases in the last six months to fund its short-term needs, and
expects cash to increase by $4 million shortly when LHH is
reimbursed for monies already spent.

Cash continues to be invested in alternative investments with lock
up periods that range from 30-90 days.  Moody's excludes
approximately $20 million from LHH's cash due management's
distinction of these funds as long term endowment funds which are
not readily available.  Portfolio returns have outperformed the
market in 2008 and in the current interim period.  However,
Moody's believe the investment risk of its liquidity position due
to an above average allocation in alternative investments in its
overall portfolio needs to be carefully monitored and is overly
aggressive for a below investment grade credits with modest liquid
assets.

                             Outlook

The negative outlook is based on Moody's belief that the recent
downturn in Lenox Hill's operating performance and balance sheet
metrics pressure the current rating unless plans to stabilize
operations do not generate tangible results over the immediate
term.

                 What could change the rating -- UP

Reduction of operating losses and sustainable results from the
corrective action plan without one time benefits, demonstrated
benefits of new physician relationships, increase in cash

                What could change the rating -- DOWN

Increased operating losses, decline in existing cash, unfavorable
changes in operating indicators or market position

                          Key Indicators

* Assumptions & Adjustments:

  -- Based on financial statements for LHH and Subsidiaries
  -- First number reflects audit year ended December 31, 2007
  -- Second number reflects audit year ended December 31, 2008
  -- Investment returns smoothed at 6% unless otherwise noted

* Admissions: 30,164 admissions; 29,014 admissions

* Total operating revenue: $583.1 million; $651.3 million

* Net revenue available for debt service: $46.7 million; $62.0
  million

* Total debt outstanding: $184.4 million; $178 million

* Operating margin: (2.8%); (1.7%)

* Operating cashflow margin: 5.6%; 5.5%

* Cash-to-debt: 70.8%; 79.3%

* Debt-to-cashflow: 5.3 times; 3.38 times

* Days cash on hand: 84.9 days; 82.5 days

* Maximum annual debt service: $18.653 million (includes lines of
  credit and mortgage)

* MADS coverage with actual investment income as reported: 2.4
  times; 2.0 times

* MADS coverage with investment income normalized at 6%: 2.51
  times; 3.33 times

Rated Debt:

* Series 2001, $130.4 million

The last rating action with respect to Lenox Hill Hospital was on
August 14, 2008, when its rating was upgraded to Ba1 with a stable
outlook.


LYNDON CREAGER: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Lyndon F. Creager, Jr.
               Linda L. Creager
               11916 Shadow Run Blvd.
               Riverview, FL 33569

Bankruptcy Case No.: 09-13423

Chapter 11 Petition Date: June 24, 2009

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

Debtors' Counsel: Pierce J. Guard Jr., Esq.
                  4200 S Florida Avenue
                  Lakeland, FL 33813
                  Tel: (863) 619-7331
                  Fax: (863) 619-7992
                  Email: jguardjr@aol.com

Total Assets: $3,174,468

Total Debts: $2,719,066

A full-text copy of the Debtors' petition, including a list of
their 10 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/flmb09-13423.pdf

The petition was signed by the Joint Debtors.


MAGNACHIP SEMICONDUCTOR: U.S. Trustee Appoints Creditors Committee
------------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis Acting United States Trustee, Region 3, appoints these
persons to the Committee of Unsecured Creditors in connection with
the Chapter 11 cases of MagnaChip Semiconductor Finance Company
and its affiliates:

    1. Avenue Special Situations Fund V, L.P.,
       c/o Avenue Capital Management II, L.P.,
       Attn: Randal Klein,
       535 Madison Avenue, 14th Floor,
       New York, NY 10022,
       Phone: 212-850-7553,
       Fax: 212-486-1891

    2. Bank of New York Mellon, Indenture Trustee,
       Attn: David M. Kerr,
       101 Barclay Street,
       New York, NY 10286,
       Phone: 212-815-5650,
       Fax: 732-667-9322

    3. Law Debenture Corporation, Indenture Trustee,
       Attn: Robert Bice,
       400 Madison Avenue, 4th Floor, New York, NY 10017,
       Phone: 646-747-1254,
       Fax: 212-750-1361

                   About MagnaChip Semiconductor

MagnaChip Semiconductor -- http://www.magnachip.com/-- designs,
develops, and manufactures mixed-signal and digital multimedia
semiconductors addressing the convergence of consumer
electronics and communications devices.  MagnaChip also provides
wafer foundry services utilizing CMOS high voltage, embedded
memory, and analog and power process technologies for the
manufacture of IC's for customer-owned designs.  As of Dec. 31,
2009, MagnaChip had assets of $425 million against debts of
$1.04 billion as of Dec. 31, 2008.

MagnaChip Semiconductor LLC and its affiliates filed for Chapter
11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009).  Judge
Peter J. Walsh handles the case.  James E. O'Neill, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are
bankruptcy counsel to the Debtors.  Omni Management Group LLC is
the Debtors' claims agent.


MAHALO ENERGY: Can Hire Kline Kline as General Bankruptcy Counsel
-----------------------------------------------------------------
The Hon. Terrence L. Michael of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma authorized Mahalo Energy (USA) Inc.
to employ Kline, Kline, Elliott & Bryant, P.C., as general
bankruptcy counsel.

The firm is expected to assist the Debtors in connection with
exercising its rights and performing its duties as debtor-in-
possession.  The firm will also perform all legal services
necessary in the Chapter 11 case.

G. David Bryant, an employee at the firm, told the Court that the
hourly rates of the firm's personnel range from $70 to $290.

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

Mr. Bryant can be reached at:

     Kline, Kline, Elliott & Bryant, P.C.
     720 N.E. 63rd Street
     Oklahoma City, OK 73105
     Tel: (405) 848-4448

                   About Mahalo Energy (USA) Inc.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 on May 21, 2009 (Bankr.
E.D. Okla. Case No. 09-80795).  Stephen W. Elliott, Esq., at
Kline, Kline, Elliot & Bryant, PC, represents the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


MAHALO ENERGY: U.S. Trustee Appoints 6-Member Creditors Committee
-----------------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 20, appointed six
creditors to serve on the official committee of unsecured
creditors in Mahalo Energy (USA) Inc.'s Chapter 11 cases:

The Committee members are:

1. Rose Resources Oil & Gas, Inc.
   Attn: Timothy J. Stanley, president
   P. O. Box 330258
   Tulsa, OK 74133
   Tel: (918) 289-0460
   Fax: (918) 289-0463

2. Mustang Fuel Corporation
   Attn: Kurt Rupert, attorney
   201 Robert S. Kerr Ave., Ste. 1600
   Oklahoma City, OK 73102
   Tel: (405) 235-7000
   Fax: (405) 996-3403

3. West Rock Energy Consultants Ltd.
   Attn: Ryan Ganske, vice president
   910 7th Ave. SW, Ste. 1110
   Calgary, AB Canada T2P 3N8
   Tel: (403) 969-9900
   Fax: (403) 262-9576

4. Scientific Drilling International, Inc.
   Attn: Joshua D. Wells, attorney
   Peggy Miller
   10205 N. Pennsylvania
   Oklahoma City, OK 73120
   Tel: (405) 235-1560
   Fax: (405) 239-2112

5. Baker Hughes Oilfield Operations, Inc.
   Attn: Christopher J. Ryan, manager of collections
   2929 Allen Parkway, Ste. 2100
   Houston, TX 77019
   Tel: (713) 439-8771
   Fax: (713) 439-8778

6. River Valley Oilfield Enterprises
   Attn: Matt Place/Jeff Cooper, partners
   P. O. Box 91
   Poteau, OK 74953
   Tel: (918) 658-2424

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 Mahalo Energy (USA) Inc.

Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations.  Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 on May 21, 2009 (Bankr.
E.D. Okla. Case No. 09-80795).  Stephen W. Elliott, Esq., at
Kline, Kline, Elliot & Bryant, PC, represents the Debtor in its
restructuring efforts.  The Debtor listed $10 million to
$50 million in assets and $100 million to $500 million in debts.


MARK IV: Court Sets Disclosure Statement Hearing on July 28
-----------------------------------------------------------
The U.S.Bankruptcy Court for the Southern District of New York has
set a hearing on July 28, 2009, at 2:00 p.m. (Eastern time) to
consider approval of the proposed disclosure statement with
respect to the Joint Plan of Reorganization of Mark IV Industries,
Inc., and its affiliated debtors, dated June 17, 2009.

Responses, objection, and proposed modification, if any , to the
Disclosure Statement must be filed with the Court, so as to be
actually received on or before 4:00 p.m. (Eastern Time) on
July 21, 2009.

As reported in the Troubled Company Reporter on June 18, 2009,
the Debtors submitted to the Court a proposed Plan of
Reorganization and accompanying Disclosure Statement on June 17,
2009.

Mark IV seeks to emerge from chapter 11 as a privately held
company.  Pursuant to the Plan, the lenders under Mark IV's
prepetition $865 million first lien credit facility would receive
92% of the equity in the reorganized Mark IV.  General unsecured
creditors would get the remaining 8% of the new common stock.  The
Plan classifies all claims of Mark IV's second lien lenders as
general unsecured claims.  Holders of equity interests in Mark IV
are out of the money.

According to the Plan, the new common stock issued to the lenders
and the unsecured creditors would be subject to dilution from the
exercise of options and grants of restricted stock to employees
pursuant to a new Management Equity Incentive Plan.  The Plan
documents do not indicate the percentage of equity that may be
issued pursuant to the proposed incentive plan.

A full-text copy of Mark IV's plan of reorganization filed
June 17, 2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVPlan.PDF

A full-text copy of Mark IV's disclosure statement filed June 17,
2009, is available at no charge at:

     http://bankrupt.com/misc/MarIVDS.PDF

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc. --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio
frequency, and information display, technologies. The company has
a geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on
April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Judge
Stuart M. Bernstein presides over the case.  Jay M. Goffman, Esq.,
J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel.
David Orlofsky, Managing Director; Tadd Crane, Director; Jose
Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring
Advisors.  David Hilty and Saul Burian, Managing Directors at
Houlihan Lokey, serve as Investment Bankers and Financial
Advisors.  Sitrick and Company acts as Public Relations Advisor.
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP,
represents JPMorgan Chase Bank, N.A., the First Lien Agent and the
DIP Agent.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the Creditors' Committee.

The Debtors disclosed $100 million to $500 million in estimated
assets and more than $1 billion in debts when they filed for
bankruptcy.


MAXXAM INC: Sells Stake in RMCAL Joint Venture for Nominal Amount
-----------------------------------------------------------------
M. Emily Madison, MAXXAM Inc.'s Vice President for Finance,
relates that in 2004, a subsidiary of the Company and a third
party real estate development company formed a joint venture,
RMCAL Development LP, to develop a residential parcel in the
Company's real estate development in Rancho Mirage, California.
In connection with the formation of RMCAL, the Company sold a 50%
interest in the parcel and contributed the remainder of the parcel
to the joint venture in return for a 50% non-controlling interest
in RMCAL.  The Company accounts for its investment in RMCAL under
the equity method of accounting.

RMCAL's development loan matured in March 2009 and RMCAL's
managing partner, which had certain guaranty obligations with
respect to the development loan, was engaged in discussions with
the lender to renew the facility.  During the second quarter of
2009, it became evident the venture would require substantial
additional capital to continue its business and in June 2009, the
Company agreed to sell its entire interest in RMCAL for a nominal
amount, in accordance with a provision in the limited partnership
agreement.   Once the transaction closes, the Company will no
longer have any ownership interest in the venture.  As a result of
the developments, the Company will record a $4.2 million
impairment charge in the second quarter of 2009 related to this
investment.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.

A full-text copy of MAXXAM's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?3cd4

                       About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. is a publicly-traded
company, with business interests in forest products, real estate
investment and development and racing operations.


MERCER INT'L: 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.


METALDYNE CORP: Receives Final Approval to Borrow $20 Million
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. Bankruptcy Court
for the Southern District of New York, in Manhattan, granted
Metaldyne Corp. final approval to borrow $19.9 million for 60 days
pending the sale of its businesses.

The report relates that the bankruptcy judge wrote a 12-page
opinion overruling objections from the official committee of
unsecured creditors formed in the chapter 11 case.  The Creditors
Committee argued that the case and the financing only benefited
the secured lenders.

Metaldyne is seeking approval of procedures to govern the sale of
its business to Brussels-based RHJ International, the lead bidder.
The offer, valued at $100 million, includes $25 million cash, a
$50 million note, the rollover of $20 million note owed by a
German subsidiary and debt assumption.  RHJ is the majority owner
of Metaldyne's Japan-based parent Asahi Tec Corp.

Metaldyne is also seeking approval of auction procedures under
which Carlyle group will be lead bidder for some of its chassis
business in the U.S., Mexico and Spain.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company own 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S. D. NY Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


MIDWAY GAMES: Threshold Sues to Block Mortal Kombat Sale
--------------------------------------------------------
According to Michael Bathon at Bloomberg News, Threshold
Entertainment Inc. sued Midway Games Inc. before the U.S.
Bankruptcy Court for the District of Delaware to stop a Bankruptcy
Court-sanctioned sale of the Mortal Kombat franchise.  Threshold
says that it has an exclusive license to produce derivative works
such as films and television shows based on the video game.

As reported by the Troubled Company Reporter on May 25, Midway
Games signed a deal to sell its U.S. assets to Warner Bros.
Entertainment Inc., a subsidiary of Time Warner, Inc. (NYSE:TWX)
for $33 million, subject to higher and better offers at an
auction.

Pursuant to the asset purchase agreement signed by the parties,
Warner Bros. Entertainment would acquire substantially all of the
Company's U.S. assets including its Mortal Kombat franchise and
its development studios in Chicago and Seattle for a purchase
price of $33,000,000, subject to adjustment as of the closing for
changes in inventory, plus the agreed value of the Company's U.S.
account receivables.  The agreement does not include the Company's
development studio in San Diego and the TNA franchise games, nor
does it include the Company's development studio in Newcastle
which had developed the Company's recently released Wheelman game.

The salient terms of the APA reached by Midway and Warner Bros.
are:

    -- Warner Bros. will pay $33 million cash at closing, subject
       to adjustments based on inventory valuation, and exclusive
       of Warner's payment of cure amounts and the accounts
       receivable amount.

    -- Assets to be sold include

         (i) all previously released titles, all video games based
             on the Mortal Kombat universe and This is Vegas
             universe, all Game Party video games, all Touchmaster
             video games, all Area 51 video games, all Spy unter
             video games, all Wheelman video games, and all of
             Midway's arcade and coin-operated games including,
             but not limited to, Gauntlet, Rampage, Joust, and
             Rampart, and all "back catalog" and "classic
             intellectual property" library video games

        (ii) all assigned contracts, including all leasehold
             interests in and to the real property located at the
             acquired studios in:

             (a) 3131 Elliot Avenue, Seattle, Washington, USA
                 98121;

             (b) 2633 W. Roscoe St., Chicago, Illinois, USA 60618;
                 and

             (c) 2727 W. Roscoe St., Chicago, Illinois, USA 60618

       (iii) any rights, claims or causes of action of Midway
             against Warner Bros. relating to the assets,
             properties, business or operations of Midway arising
             out of events occurring on or prior to the closing
             date, including, but not limited to, causes of action
             under Chapter 5 of the Bankruptcy Code.

    -- Excluded assets include:

           * all shares of capital stock, limited liability
             company membership interests and other equity
             interests, of Midway and all its subsidiaries;

           * assets of any foreign subsidiary, unless otherwise
             specified;

           * all cash and cash equivalents of Midway;

           * all causes of actions of Midway against third parties
             other than Warner Bros. relating to assets of Midway
             arising out of events occurring on or prior to the
             closing date, including causes of action in
             connection with the complaint brought by the
             Creditors Committee against National Amusements,
             Inc., et al.

           * all TNA Wrestling, NBA/NHL/MLB, Lord of the Rings,
             and Mechanic Master video games.

           * the Wheelman Distribution Agreement between Ubisoft
             Entertainment and Midway Home Entertainment Inc.;
             platform agreements; an agreement of Purchase and
             sale dated July 7, 2008, between Midway, as seller,
             and Lexington Homes LLC, as buyer, relating to
             property located at 2633 W. Roscoe St., Chicago,
             Illinois, USA 60618, and a related redevelopment
             agreement between the City of Chicago and Midway;
             and (i) any contracts that relate to properties
             located at: (i) the New Castle Studio, (ii)
             Heimaranstrasse 35, Munich, Germany 80339; (iii) 13
             Rue Vivienne, Paris, France 75002; (iv) 43 Worship
             Street, London, EC21 2DX United Kingdom; and (v) any
             other property located outside the United States.

    -- Warner Bros. will hire certain of Midway's employees,
       including key designers and employees on design teams for
       certain of Midway's games that are included in the sale.

    -- The cure amounts for certain of Midway's games are:

        Game                                 Cure Amount
        ----                                 -----------
        Happy Feet                             $359,218
        Ant Bully                              $166,126
        Mortal Kombat vs. DC Universe        $7,342,476

    -- Closing conditions include:

           * With respect to the Unreal Engine 3 License Agreement
             dated January 14, 2005, between Midway Home
             Entertainment Inc. and Epic Games, inc., Warner Bros.
             will receive all Midway's rights and benefits under
             the Unreal Engine License.

           * Sony Computer Entertainment America Inc. and Sony
             Computer Entertainment Europe Ltd., (with respect to
             the PlayStation platforms) and Microsoft Licensing GP
             (with respect to the Xbox platforms) will each
             approve Warner Bros. as the "publisher of record"
             with respect to all the games included in the APA.

   -- Either party may terminate the agreement if closing has not
      occurred by July 15, 2009.

Warner Bros. has claims against Midway pursuant to prepetition
agreements pertaining to the games Mortal Kombat v. DC Universe,
Happy Feet and Ant Bully.  Midway owes Warner Bros. an aggregate
of $7,867,820 on a prepetition basis in connection with these
games.  The claim will be waived

Copies of the Asset Purchase Agreement and related exhibits are
available at;

   http://bankrupt.com/misc/Midway_WarnerExhB.1.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.2.pdf
   http://bankrupt.com/misc/Midway_WarnerExhB.3.pdf

                        About Midway Games

Midway Games Inc. (OTC Pink Sheets: MWYGQ), headquartered in
Chicago, Illinois, with offices throughout the world, is a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.  More information
about Midway and its products can be found at
http://www.midway.com/

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.


MILACRON INC: To Pursue Avenue Capital Deal; No Rival Bids Filed
----------------------------------------------------------------
Milacron Inc. reports that, as of the June 24 bid deadline
established by the Bankruptcy Court in its Chapter 11 proceeding,
it had not received an offer for its assets higher than the one
made in the definitive agreement reached last month with a group
of existing investors.

At a hearing later today, June 26, Milacron will ask the Court to
approve the sale of its assets pursuant to the definitive
agreement.  If approval is granted, the company would expect to
complete the sale within the next month.

As reported by the Troubled Company Reporter on May 7, 2009,
Milacron signed a definitive agreement to sell substantially all
of its assets to a company formed by certain affiliates of Avenue
Capital Group, certain funds or accounts managed by DDJ Capital
Management LLC and certain other entities that together hold
approximately 93% of the company's 11-1/2% Senior Secured Notes
for total consideration estimated at approximately $175 million.

The definitive agreement was subject to higher offers from other
parties, which were solicited in accordance with Court-approved
bid procedures.  Although substantial interest was expressed, it
did not result in the submission of a higher offer by the bid
deadline.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MODERN CONTINENTAL: Files Liquidating Plan; Jalbert as Trustee
--------------------------------------------------------------
Modern Continental Construction Co., Inc., has filed with the U.S.
Bankruptcy Court for the District of Massachusetts a proposed
bankruptcy exit plan that provides for the liquidation of the
company's remaining assets in an orderly manner.

The Debtor will use the liquidation proceeds to pay creditors in
this order:

   1. holders of secured claims against a particular asset sold,
   2. holders of priority claims,
   3. holders of general unsecured claims

Under the Plan, Craig Jalbert will be appointed as Liquidating
Supervisor to oversee the liquidation upon confirmation of the
Plan.

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MOOG INC: S&P Downgrades Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including the corporate credit rating, on East Aurora,
New York-based Moog Inc. to 'BB' from 'BB+'.  S&P also removed the
ratings from CreditWatch, where S&P placed them with negative
implications on April 10, 2009.  The outlook is stable.

The downgrade reflects S&P's expectations of deteriorating credit
protection measures in 2009, due to the effect of the global
recession on key market segments, especially industrial and
commercial aerospace, as well as higher debt levels to fund
acquisitions.  Demand has deteriorated significantly for most
industrial markets, while the company reduced sales expectations
for the commercial aerospace market because of a slower production
ramp-up on Boeing Co.'s new 787 jetliner and expected lower
production of other Boeing and Airbus SAS jetliners and business
jets.  Along with the earnings decline, debt has increased as a
result of several small to midsize acquisitions, resulting in the
deterioration of credit protection measures.

The 'BB' corporate credit rating reflects Moog's participation in
the cyclical and competitive commercial aerospace and industrial
markets, the likelihood of the company using debt to finance
acquisitions, and associated integration risk.  The ratings
benefit somewhat from leading positions in niche markets.

S&P expects credit protection measures to deteriorate in 2009, but
be appropriate for the lower rating level.  Stabilization in key
markets over the next year and fewer acquisitions could result in
some modest improvement in 2010.

"We could revise the outlook to negative if Moog increases
leverage significantly to fund an acquisition or greater-than-
expected weakness in the industrial and commercial aerospace
markets results in sustained debt to EBITDA above 4x," said
Standard & Poor's credit analyst Christopher DeNicolo.

"It is unlikely that S&P would revise the outlook to positive in
the near term, following the recent downgrade and challenging
conditions in key markets," he continued.


MXENERGY INC: Societe Generale Directs Exchange Offer for Notes
---------------------------------------------------------------
MXenergy Inc. and MXenergy Electric Inc., subsidiaries of MXenergy
Holdings Inc., entered into a Fifth Amendment, dated and effective
as of June 15, 2009, to the Third Amended and Restated Credit
Agreement dated as of November 17, 2008 with the Company and
certain of its subsidiaries, as guarantors, the lenders party
thereto and Societe Generale, as administrative agent.

The Company entered a Fourth Amendment and Waiver, dated and
effective as of June 8, 2009, to Credit Agreement.

Pursuant to the terms of the Credit Agreement, the Company was
required to achieve specified milestones related to the
consummation of a Liquidity Event.  Pursuant to the Credit
Agreement Amendment, these milestones were revised by amending and
restating in its entirety the definition of "Trigger Event"
contained therein, which now requires:

    (1) the Company to initiate the commencement of an exchange
        offer (or similar offer) to holders of the Senior Notes,
        or to enter into one or more exchange agreements with
        holders of at least 70% of the outstanding principal
        amount of the Senior Notes, in each case on or before
        June 26, 2009 and on terms necessary to meet the
        conditions specified in the financing proposal the lenders
        have received from the borrowers;

    (2) the Company to deliver (in the case of a Senior Notes
        Exchange Offer) evidence that the holders of at least 70%
        of the outstanding principal amount of the Senior Notes
        have agreed to accept the Senior Notes Exchange Offer on
        or before June 26, 2009;

    (3) the Company to deliver to the administrative agent and the
        lenders on or before July 8, 2009, a letter that is
        addressed to the administrative agent and the lenders and
        from a finance party acceptable to the administrative
        agent in its sole discretion confirming to the effect that
        such finance party actively continues to conduct due
        diligence and negotiate documentation in good faith with
        the borrowers on a refinancing of all of the obligations
        under the Credit Agreement and anticipates closing the
        refinancing on or before July 31, 2009;

    (4) that the Senior Notes Exchange Offer shall not have (i)
        expired on or before, or be extended to expire after,
        July 27, 2009 without holders of a sufficient amount of
        the Senior Notes to make the Senior Notes Exchange Offer
        effective having accepted the Senior Notes Offer, or (ii)
        terminated on or before July 27, 2009, and that any Senior
        Notes Exchange Agreement shall not have terminated or
        expired or the exchange thereunder not be consummated on
        or before July 27, 2009;

    (5) the Company to deliver to the administrative agent and the
        lenders on or before July 17, 2009 a commitment letter
        providing for the refinancing in full of the obligations
        under the Credit Agreement on or before July 31, 2009; and

    (6) that neither the Company nor the borrowers shall have
        received a notice of or have become aware of a termination
        or abandonment of a refinance party, or of a significant
        change in structure that could reasonably be expected to
        delay the closing to after July 31, 2009 of, the
        refinancing in full of the obligations under the Credit
        Agreement contemplated as of the effective date of the
        Credit Agreement Amendment, and that neither the Company
        nor any borrower or any of its subsidiaries shall have
        sent notice of the termination or abandonment of such
        refinancing, in each case without having identified
        another acceptable refinance party at the sole discretion
        of the Administrative Agent and the Majority Lenders.

Pursuant to the terms of the Credit Agreement Amendment, the
revolving commitments of the lenders were reduced to
$115.0 million as of the effective date of the Credit Agreement
Amendment.  Additionally, the Company is required to maintain a
minimum of $75.0 million in cash with the administrative agent as
security for all obligations under the Credit Agreement until the
termination thereof, the repayment in full of all obligations
thereunder, the termination of all letters of credit issued
thereunder and the termination of all revolving commitments of the
lenders thereunder.  Prior to the Credit Agreement Amendment, the
Company was required to post $65.0 million in cash as collateral,
which was held on deposit with the administrative agent.
Effective June 15, 2009, the Credit Agreement Amendment prohibits
the Company from issuing, increasing or extending any letter of
credit that would be for the benefit of a counterparty providing
natural gas related hedging to any borrower under the Credit
Agreement.

Members of the lending syndicate are:

     * Wachovia Bank, N.A.
     * CoBank, ACB
     * Morgan Stanley Bank, N.A.
     * Bank of America, N.A.
     * Allied Irish Banks p.l.c.
     * RZB Finance LLC

                     About MXenergy Holdings

MXenergy is a retail natural gas and electricity supplier in North
America, serving approximately 500,000 customers in 39 utility
territories in the United States and Canada.  Founded in 1999 to
provide natural gas and electricity to consumers in deregulated
energy markets, MXenergy helps residential customers and small
business owners control their energy bills by providing both fixed
and variable rate plans.

At March 31, 2009, the Company's balance sheet showed total assets
of $316.4 million and total liabilities of $362.4 million,
resulting in a stockholders' deficit of about $46.0 million.


PROTEIN SCIENCES: To Contest Involuntary Ch. 7 Petition
--------------------------------------------------------
Protein Sciences Corp., said it intends to fight against being put
into Chapter 7 bankruptcy.  Its CEO said the Company will pursue
its legal remedies.

As reported by the Troubled Company Reporter on June 23, 2009,
creditors of Protein Sciences Corp. filed an involuntary Chapter 7
petition against the company before the U.S. Bankruptcy Court for
the District of Delaware (Case No. 09-12151).  The Creditors want
the company liquidated to satisfy claims.  A unit of Emergent
BioSolutions Inc. holds the bulk of the debt listed on the
petition at $11.5 million.

According to Bloomberg, Emergent, last May, agreed to acquire
"substantially all of the assets" of Protein Sciences after the
company was granted "fast-track" status by the Food and Drug
Administration for its FluBlok vaccine, according to a statement.
As part of the deal, Emergent would pay $28 million in cash and
take on Protein Science's debt, a 5-year note worth $20 million
that could be converted to Emergent stock at a price of $12.50 a
share, and as much $30 million more if FluBlok sales met certain
milestones.

Protein Sciences Corp. is a biopharmaceutical company that started
making a vaccine to protect humans against the H1N1 influenza
virus last week.  Protein Sciences said in a June 15 statement it
has started manufacturing "the first and only" vaccine, PanBlok,
that would be able to combat the virus.  The company said it would
be able to produce at least 100,000 doses of the vaccine a week.


QUIGLEY CO: Reaches $16.5-Mil. Settlement with OneBeacon
--------------------------------------------------------
OneBeacon Insurance Group Ltd. agreed to pay about $6 million into
Quigley Co.'s asbestos personal injury trust, as well as
$10.5 million to Quigley's parent, Pfizer Inc., to settle a
coverage dispute involving liability policies.

According to Bill Rochelle at Bloomberg News, OneBeacon will pay
the $16 million in installments over 12 years to fulfill
obligations to pay asbestos claims under insurance policies.

Quigley's plan, which was accepted by the required majorities of
creditors, creates trusts to take over asbestos liability and in
the process shield New-York-based Pfizer from claims.

The plan confirmation process is under way.  The plan proposes to
distribute $757 million, which include contributions from Pfizer.

                    About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on September 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RADIO ONE: S&P Junks Corporate Credit Rating From 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Lanham, Maryland-based radio
broadcaster Radio One Inc.  S&P lowered the corporate credit
rating to 'CCC+' from 'B-'.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on Radio One's
$800 million senior secured credit facility to 'CCC+' (at the same
level as the 'CCC+' corporate credit rating on the company) from
'B-'.  The recovery rating on this debt remains unchanged at '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

"Although visibility into the second half of 2009 is very limited,
the ratings downgrade reflects S&P's belief that Radio One could
be in danger of violating its financial covenants in the fourth
quarter of 2009 if operating trends don't meaningfully improve,"
said Standard & Poor's credit analyst Michael Altberg.

The company had a thin margin of compliance with its senior and
total leverage covenants as of March 31, 2009, and S&P expects
operating performance in the second quarter to be relatively in
line with the first three months of the year.  In the second
quarter of 2008, the company had a one-time expense related to CEO
compensation of $10.4 million, which will benefit year-over-year
EBITDA comparisons, providing it with a modest cushion of
compliance.  Still, S&P is concerned that if trends don't
meaningfully improve in the second half of the year, the company
could violate covenants in the fourth quarter.  The downgrade also
incorporates S&P's view that Radio One may not be able to absorb a
potentially significant increase in interest rates, as well as
fees, which could accompany an amendment under current credit
market conditions.

The company had limited liquidity as of March 31, 2009 (with
modest discretionary cash flow, which S&P believes could turn
negative this year), $20.3 million of cash, and $13 million of
borrowing availability under its revolving credit facility due to
its thin margin of compliance with financial covenants.

Radio One is primarily a radio broadcaster (80% of revenue)
targeting the African-American audience, with a portfolio of about
53 radio stations in 16 of the top 50 African-American markets.
The company also has a 51% ownership interest in Reach Media Inc.,
a programming syndication business, and a 36% interest in TV One
LLC, an African-American targeted cable television network.


ROCKY MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rocky Mountain Instrument Co.
        106 Laser Dr. Building 1
        Lafayette, CO 80026

Bankruptcy Case No.: 09-22368

Chapter 11 Petition Date: June 23, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Christian C. Onsager, Esq.
                  1873 S. Bellaire St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Email: consager@comcast.net

Estimated Assets: $0 to $50,000

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

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

           http://bankrupt.com/misc/cob09-22368.pdf

The petition was signed by Dr. Yubong Hahn, president of the
Company.


SARA DELUCIO: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sara R. DeLucio
        24228 S. River Trail
        Channahon, IL 60410

Bankruptcy Case No.: 09-22828

Chapter 11 Petition Date: June 23, 2009

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Michael J. Davis, Esq.
                  Springer, Brown, Covey, Gaertner, &Davis
                  400 S. County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000 Ext. 29
                  Fax: (630) 510-0004
                  Email: mdavis@springerbrown.com

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

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

A full-text copy of Ms. DeLucio's petition, including a list of
her 5 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/ilnb09-22828.pdf

The petition was signed by Ms. DeLucio.


SEA LAUNCH: Boeing Co. Takes $35-Million Charge
-----------------------------------------------
Boeing Co., said it will record a pretax charge of about $35
million this quarter as a result of the bankruptcy filing by Sea
Launch Co., in which it owns a 40% stake.  Boeing Co. and another
Sea Launch partner are obligated to make payments to certain
creditors if Sea Launch doesn't make its payments.  Boeing has a
right to reimbursement from Sea Launch and its partners so that
the percentage of guaranteed debt Boeing pays is no larger than
that of its stake in Sea Launch.  If Boeing is unable to receive
reimbursement, it could record further pretax charges of up to
$478 million.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.


SEALY CORP: Expects to Post $30MM Q2 2009 Income from Operations
----------------------------------------------------------------
Sealy Corporation expects to issue a press release containing its
fiscal second quarter 2009 results after the market close on
Tuesday, June 30, 2009, to be followed by a conference call at
5:00 p.m. Eastern Time.

On June 18, 2009, Sealy announced selected preliminary information
relating to results for the fiscal quarter ended May 31, 2009:

                              Q2 2009 Range        Q2 2008 Actual
                              -------------        --------------
   Total Net Sales:         $294 - $301 million    $375.4 million
   Gross Profit:            $119 - $123 million    $148.4 million
   Gross Profit Margin:            40.1% - 41.1%            39.50%

   Income from Operations:    $28 - $30 million     $35.3 million
   Adjusted EBITDA:           $40 - $42 million     $49.8 million
   Adjusted EBITDA Margin:         13.3% - 14.2%            13.30%

During the second quarter of fiscal 2008, Gross Profit benefited
from a change in accounting estimate related to the Company's
warrantable and other product return reserves, which resulted in
an increase to Sales of approximately $3.7 million, a reduction of
Cost of Sales of approximately $4.5 million, and an increase in
Income from Operations and Adjusted EBITDA of $8.2 million.

"During the second quarter, we were able to strengthen our
competitive position, consistently execute on our strategic
initiatives, and improve our operating performance compared to the
first quarter of fiscal 2009.  We believe that our Company has
never been in a stronger strategic position to gain profitable
market share on a global basis," stated Larry Rogers, Sealy's
President and Chief Executive Officer.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

As of March 31, 2009, Sealy had $889,214,000 in total assets;
$237,295,000 in total current liabilities, $726,976,000 in long-
term obligations, net of current portion, $72,858,000 in other
noncurrent liabilities, $5,889,000 in deferred income taxes, and
$8,638,000 in Common stock and options subject to redemption;
resulting in $162,442,000 in stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sealy Corp. to 'B' from 'B+'.  At the same time, S&P
lowered the issue-level ratings on the company's senior secured
credit facilities to 'BB-', from 'BB', while maintaining the '1'
recovery rating.  S&P also lowered the issue-level rating on the
company's senior subordinated notes to 'CCC+' from 'B+', and
revised the recovery rating on these notes to '6' (indicating the
likelihood of negligible [0%-10%] recovery in a payment default)
from '4'.  At the same time, Standard & Poor's assigned its 'BB-'
issue-level rating with a recovery rating of '1' (indicating the
likelihood of very high [90%-100%] recovery) to Sealy Mattress'
proposed seven-year $350 million senior secured notes due 2016,
and a 'B' issue-level rating with a recovery rating of '4'
(indicating the likelihood of average [30%-50%] recovery) to its
proposed $177 million senior secured convertible pay-in-kind notes
due 2016.  Sealy's proposed $100 million asset-based revolving
credit facility maturing in 2013 is not rated.

On May 18, the TCR said Moody's Investors Service assigned a Ba3
rating to Sealy's proposed senior secured notes.  At the same
time, Sealy's B2 corporate family rating and probability-of-
default rating was affirmed as was the Caa1 rating on the senior
subordinated notes and SGL 3 liquidity rating.  The ratings
outlook remains negative.


SENSUS METERING: Refinancing Plans Won't Move Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service said that the successful completion of
the refinancing plans currently proposed by Sensus Metering
Systems Inc. would likely not result in a change in the company's
debt rating (Corporate Family Rating at B2), but that the
beneficial effects on the company's capital structure could
warrant a revision in the rating outlook to stable from negative.

Sensus' refinancing plans intend to address the near term maturity
of its $70 million revolving bank facility and $159 million term
loan, currently due December 2009 and December 2010 respectively.
Under the proposal, Sensus would extend the revolver maturity date
until December 2012, while the maturity date of $125 million of
its term loan would extend until June 2013 (the remaining
$34 million term debt would remain ultimately due December 2010).
Additionally, the proposal seeks to obtain covenant relief to
provide the company with additional flexibility through the next
couple of years.  The company's $275 million senior subordinated
notes, due December 2013, are not part of its refinancing plans.

Sensus' B2 Corporate Family rating reflects Moody's view that
Sensus' results are likely to remain relatively favorable through
the challenging economic environment.  Despite the evidence of
some pressures from municipal budget constraints in recent
quarters, Moody's expects sales of Sensus' water meters to remain
resilient, supported by replacement cycle sales across various
geographies globally.  Moreover, Moody's believes the continued
deployment of its existing advanced metering infrastructure
contracts should enable Sensus to record modest overall growth in
revenues and profitability through at least the next couple of
years.  Prospects for additional AMI contract wins that could
ultimately support ratings improvement appear favorable given
Sensus' early signs of success in this market and industry
momentum towards the deployment of smart meters generally.
Nonetheless, the rating is currently constrained by several of
Sensus' key credit metrics, including leverage of roughly 5x and
EBITA interest coverage of approximately 1.5x.  While Moody's
expects Sensus to generate free cash flow through the near term,
Moody's believes that much of these funds will be consumed by
earn-out payments related to the company's previous purchase of
its AMI technology.  Consequently, the improvement to Sensus' key
credit metrics from levels cited above is expected to be modest
through much of the ratings horizon.

Moody's last rating action on Sensus was March 25, 2009, when the
company's rating outlook was changed to negative to reflect
refinancing risks associated with its bank facilities.

Headquartered in Raleigh, North Carolina, Sensus Metering Systems,
Inc., is a leading provider of metering and related communication
systems to electric, gas and water utilities.


SIX FLAGS: Gets Court Allows Firm to Tap Cash Collateral
--------------------------------------------------------
Bloomberg News reports that the Hon. Christopher S. Sontchi of
U.S. Bankruptcy Court for the District of Delaware has allowed Six
Flags Inc. to spend the cash held as collateral for its lenders.

According to Bloomberg, Avenue Capital Management II had objected
Six Flag's motion.  Bloomberg News relates that Six Flags owed
Avenue Capital about $100 million.  Judge Sontchi ruled that
Avenue Capital didn't have a right as a minority lender to stop
Six Flags from using the cash it generates to keep operating,
Bloomberg relates.

Steven T. Catlett, Six Flags' lawyer, said that the Company last
estimated that it has about $7 million in cash, Bloomberg reports.

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).


SPECTRUM BRANDS: Court Confirms Plan; to Emerge in August
---------------------------------------------------------
The Honorable Judge King of the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, has approved
Spectrum Brands Inc.'s Plan of Reorganization and will enter a
confirmation order upon submission.

Spectrum Brands said following entry of the confirmation order,
the plan will become effective --- and the company will exit
bankruptcy protection --- as soon as all closing conditions to the
Plan, including the closing of the company's exit financing, have
been met.  Spectrum Brands expects to emerge from Chapter 11 in
August.

On Wednesday, Spectrum Brands reached an 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'
Plan.  As reported by the Troubled Company Reporter, the key terms
of the 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.

Kent Hussey, Chief Executive Officer of Spectrum Brands, said: "We
are pleased that our Plan of Reorganization has been approved by
the Court, a key milestone in our financial restructuring process,
and one that sets the stage for our exit from bankruptcy in
August.  When we emerge, we will have reduced our subordinated
debt by $840 million and eliminated approximately $60 million of
annual cash interest expenses for at least each of the next two
years. We will emerge with a stronger balance sheet that will
better position us to maintain and strengthen our current platform
and to pursue opportunities to grow our company."

                      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.

The U.S. Trustee was unable to appoint an Official Committee of
Unsecured Creditors as too few creditors expressed an interest in
being appointed to the Committee.

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)


SPEEDEMISSIONS INC: Stockholders Re-elect 5 Members to Board
------------------------------------------------------------
At the 2009 Annual Meeting of Stockholders of Speedemissions,
Inc., which was held on June 15, 2009, the Company's stockholders
re-elected these members to the Company's Board of Directors:

  -- Richard A. Parlontieri,
  -- Bradley A. Thompson,
  -- Ernest A. Childs, Ph.D.,
  -- Michael E. Guirlinger, and
  -- Gerald Amato.

Each Director's term will expire at the annual meeting of
stockholders to be held in 2010.  The Board concurrently approved
a $1,000 monthly cash retainer for each member of the Board.

On June 15, 2009, the Board appointed the Company's Chief
Financial Officer, Michael S. Shanahan, as Secretary of the
Company. In connection with his service as Secretary, the
Compensation Committee of the Board approved an increase to Mr.
Shanahan's annual base salary to $145,000, effective June 1, 2009.

On June 15, the Compensation Committee of the Board approved an
increase to the annual base salary of the Company's President and
Chief Executive Officer, Richard A. Parlontieri tto $225,000,
effective June 1, 2009.

The Compensation Committee took into consideration length of
service, quality of work, time commitment to the responsibilities,
and market rates for each position.

Speedemissions, Inc., operates vehicle emissions testing and
safety inspection centers in four separate markets, greater
Atlanta, Georgia; Houston, Texas; St. Louis, Missouri and Salt
Lake City, Utah.  The Company manages its operations based on
these four regions and has one reportable segment.  As of May 4,
2009, the Company operated 39 vehicle emissions testing and safety
inspection centers in these regions and four mobile units in the
Atlanta, Georgia area.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Tauber & Balser, P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
limited capital resources.


SPRINGBROOK HILL: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Springbrook Hill, LLC
        2110 Maryland Avenue
        Baltimore, MD 21218

Bankruptcy Case No.: 09-10844

Chapter 11 Petition Date: June 24, 2009

Court: United States Bankruptcy Court
       Maine (Bangor)

Debtor's Counsel: Benjamin E. Marcus, Esq.
                  Drummond Woodsum & MacMahon
                  84 Marginal Way, Suite 600
                  Portland, ME 04101-2480
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627
                  Email: bmarcusecf@dwmlaw.com

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

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

A list of the Company's 11 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/meb09-10844.pdf

The petition was signed by Walter J. Skayhan III, manager of the
Company.


STUDIO THEATRE: U.S. Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Western District of New York to convert
Studio Theatre School's bankruptcy case to Chapter 7 of the
Bankruptcy Code or, in the alternative, dismiss the Debtor's case
for "cause".

The U.S. Trustee says that the Debtor has failed to file monthly
financial reports since the inception of its case and has also
failed to pay the quarterly fees due to the United States Trustee
for the quarter ended March 31, 2009.

The U.S. Trustee adds the Debtor has no current business
operations to reorganize and has demonstrated an absence of a
reasonable likelihood of rehabilitation warranting dismissal or
conversion of its case pursuant to section 1112(b)(4)(A) of the
Bankruptcy Code.

Based in Buffalo, NY, Studio Theatre School is a not-for-profit
theater school and production company.  It filed for bankruptcy on
June 18, 2008 (Bankr. W.D.N.Y., Case No. 08-12680).  Garry M.
Graber, Esq., at Hodgson Russ LLP, represents the Debtor as
counsel.  When the Debtor filed for bankruptcy, it listed between
$1 million and $50 million each in assets and debts.


SUNRISE SENIOR: To Receive $9.8MM in Settlement of Trinity Suit
---------------------------------------------------------------
Sunrise Senior Living, Inc., acquired in September 2006 all of the
outstanding stock of Trinity Hospice, Inc., from its stockholders
pursuant to an agreement and plan of merger.  In connection with
the Merger Agreement, the parties had raised certain claims
against each other.

To resolve and settle the claims among them, on June 15, 2009,
Sunrise and its wholly owned subsidiary, Trinity, entered into a
Settlement Agreement with the former majority stockholders of
Trinity, which, among other matters, provides for the release and
discharge of all claims and causes of action between the parties
to the Agreement.

In consideration of the Agreement, the Selling Parties agree to
pay Sunrise an aggregate amount of $9,835,951 within 2 business
days after the effective date of the Agreement, consisting of:

   -- $6,749,999.44 from the Selling Parties; and
   -- $3,085,951.56 (together with any other interest accrued
      thereunder through and as of the date of release) to be
      released to Sunrise by the United Bank as escrow agent under
      the Merger Agreement.

The parties to the Agreement also agree to cooperate to achieve
voluntary dismissal of certain litigation matters.

In exchange for the consideration provided in the Agreement and
effective upon receipt by Sunrise of the payment, the Sunrise
Parties and the Selling Parties will reciprocally release each
other from any and all claims that each such parties have against
other such parties relating to any matters through the date of the
Agreement (other than any claim the Sunrise Parties or the Selling
Parties may assert as a result of any alleged failure of
performance by the other parties under the Agreement).

                   About Sunrise Senior Living

McLean, Virginia-based Sunrise Senior Living, Inc. --
http://www.sunriseseniorliving.com-- employs roughly 40,000
people.  As of December 31, 2008, Sunrise operated 435 communities
in the United States, Canada, Germany and the United Kingdom, with
a combined capacity for approximately 54,000 residents.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing, rehabilitative and hospice care.

The Company had $1,247,759,000 in total assets and $1,123,412,000
in total liabilities at March 31, 2009.  The Company has debt of
$622.5 million including scheduled debt maturities of
$196.6 million in 2009 and long-term debt that is in default of
$265.8 million, including $202.2 million that is in default as a
result of its failure to pay principal and interest on debt
related to its German communities and $63.6 million which results
from its failure to meet financial covenants.

In its May 2009 regulatory filing with the Securities and Exchange
Commission, the Company said it is working with its lenders to
either re-schedule certain of the obligations or obtain waivers.


SYNCORA GUARANTEE: BCP Offer for RMBS Classes Moved Until Friday
----------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of the Distressed Opportunities Master Segregated
Portfolio, extended the expiration date of the Fund's offer for 55
classes of residential mortgage backed securities insured by
Syncora Guarantee Inc. to 11:59 p.m., New York City time, on
Friday, June 26, 2009.  The offer will expire at that time, unless
extended.

An agreement has been reached by the Fund and Syncora Guarantee
and one RMBS holder to remediate RMBS exposures totaling 1.7
remediation points, in the event certain conditions are met.  The
Fund and Syncora Guarantee are in continuing discussions with
numerous other holders of RMBS as the offer continues.

The Fund unveiled results of the offer and the status of certain
discussions with holders of RMBS as of June 24, 2009.  As of
June 24, tenders have been received in the offer and binding, non-
binding and other agreements have been reached by the Fund or
Syncora Guarantee and holders of RMBS to remediate RMBS exposures
totaling 54.7 remediation points.  RMBS representing 38.4
remediation points have been tendered into the offer, binding
agreements have been reached by the Fund or Syncora Guarantee and
RMBS holders to remediate RMBS exposures totaling 10.7 remediation
points, subject to certain conditions, and non-binding agreements
have been reached by the Fund or Syncora Guarantee and RMBS
holders to remediate RMBS exposures totaling 5.5 remediation
points.

The aggregate principal amounts of RMBS securities that have been
tendered into the offer are:
                                                          Aggregat
e
                                                         Principal
Balance
                                                        in US$
Tendered as
    CUSIP No.    Security Description                     of June
24, 2009
    ---------    --------------------
----------------
    39539BAA1    Greenpoint Mortgage Funding Trust 2006-HE1
86,452,326

    126685DT0    Countrywide Home Equity Loan Trust 2006D
137,928,505

    39539JAA4    GreenPoint Mortgage Funding Trust 2007-HE1
55,690,854

    45664UAA3    Indymac Home Equity Mortgage Loan
                  Asset Backed Trust Series 2006-H3
75,460,819

    126685DS2    Countrywide Home Equity Loan Trust 2006D
226,354,373

    41161MAB6    Harborview Mortgage Pass-Through
                  Certificates Series 2006-5
74,098,902

    126685AT3    CWABS, Home Equity Revolving Loan
110,046,593
                  Trust 2005-K

    1248MKAA3    C-BASS Mortgage Loan Asset-Backed
                  Certificates, Series 2007-SL1
66,977,590

    75114GAB5    RALI 2006-QO4 Trust
51,404,290

    41161PE41    Harborview Mortgage Pass-Through
                  Certificates 2006-CB1
39,701,573

    456612AB6    Indymac Indx Mortgage Loan Trust 2006-AR6
84,772,320

    41161PG64    Harborview Mortgage Loan Trust 2006-BU1
34,339,366

    68402SAA7    Option One Mortgage Loan Trust 2007-HL1
205,830,564

    12668VAB5    Countrywide Home Equity Loan Trust 2006-S7
23,900,595

    86801CAA1    STICS 2007-1
83,210,970

    65538BAA7    Nomura NAAC 2007-S2
-

    41161PL35    Harborview Mortgage Pass-Through
                  Certificates 2006-4
93,977,192

    41161PP72    Harborview Mortgage Pass-Through
                  Certificates 2006-4
-

    41161PQ22    Harborview Mortgage Pass-Through
                  Certificates 2006-4
41,768,612

    12668VAC3    Countrywide Home Equity Loan Trust 2006-S7
38,551,660

    1248MKAB1    C-BASS Mortgage Loan Asset-Backed
                  Certificates, Series 2007-SL1
62,150,773

    785778QA2    SACO I Trust 2006-1
10,941,134

    41161PXG3    Harborview Mortgage Loan Trust 2005-15
14,575,372

    41161PUJ0    Harborview Mortgage Pass-Through
                  Certificates 2005-11
12,686,329

    12587PEM8    BSSP 2007-R5 (Bear Stearns)
-

    12668VAD1    Countrywide Home Equity Loan Trust 2006-S7
-

    12668VAA7    Countrywide Home Equity Loan Trust 2006-S7
13,523,180

    23332UGP3    Downey Savings and Loan Mortgage Trust
                  Series 2006-AR1
-

    23332UGL2    Downey Savings and Loan Mortgage Trust
                  Series 2006-AR1
426,155

    12668VAF6    Countrywide Home Equity Loan Trust 2006-S7
-

    52524PBT8    Lehman XS Trust, Series 2007-6
3,097,240

    12668VAE9    Countrywide Home Equity Loan Trust 2006-S7
12,025,983

    126685AU0    CWABS, Home Equity Revolving Loan
10,542,964
                  Trust 2005-K

    456612AE0    Indymac Indx Mortgage Loan Trust 2006-AR6
42,044,903

    07401UAB9    Bear Stearns Second Lien Trust 2007-SV1
162,192,000

    126673QB1    Countrywide Home Equity Loan Trust 2004R
38,060,530

    52524TAS3    Lehman XS Trust, Series 2007-8H
-

    41161PL68    Harborview Mortgage Pass-Through
                  Certificates 2006-4
-

    30248EAA6    First Franklin Mortgage Loan Trust
                  Series 2007-FFB-SS
89,928,498

    525248BL3    Lehman XS Trust, Series 2007-5H
25,219,400

    75114GAE9    RALI 2006-QO4 Trust
40,478,820

    126685AX4    CWABS, Home Equity Revolving Loan
39,787,632
                  Trust 2005-K

    525248BK5    Lehman XS Trust, Series 2007-5H
28,593,744

    126673QA3    Countrywide Home Equity Loan Trust 2004R
-

    126673MY5    Countrywide Home Equity Loan Trust 2004Q
49,857,273

    126685AW6    CWABS, Home Equity Revolving Loan
12,978,770
                  Trust 2005-K

    07401UAU7    Bear Stearns Second Lien Trust 2007-SV1
25,529,277

    86363GBS2    Structured Adjustable Rate Mortgage
                  Loan Trust, Series 2007-3
28,745,884

    126673MX7    Countrywide Home Equity Loan Trust 2004Q
-

    41161PUM3    Harborview Mortgage Pass-Through
                  Certificates 2005-11
-

    525245CP9    Lehman XS Trust, Series 2007-3
17,241,072

    41161PG98    Harborview Mortgage Loan Trust 2006-BU1
14,911,945

    68402SAD1    Option One Mortgage Loan Trust 2007-HL1
-

    68402SAC3    Option One Mortgage Loan Trust 2007-HL1
22,220,000

    68402SAB5    Option One Mortgage Loan Trust 2007-HL1
22,161,593

The offer and related financing are also conditioned on the
consummation of an agreement entered into between Syncora
Guarantee and certain counterparties to Syncora Guarantee's credit
default swap transactions and financial guarantee insurance
policies, the tender of a minimum amount of RMBS, approval of the
New York Department of Insurance and certain other conditions.
Holders of RMBS that have tendered or will tender their RMBS into
the offer are no longer able to withdraw their tendered RMBS.

The offer by the Fund and any transactions with Syncora Guarantee
are being conducted only with qualified institutional buyers and
are exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended.  Any securities that may be issued
pursuant to such transactions have not been and, at the time of
the closing of the transaction, will not be registered under the
Securities Act or any state securities laws. The securities may
not be offered or sold in the United States absent registration
under, or an applicable exemption from, the registration
requirements of the Securities Act and applicable state securities
laws.

                   About Syncora Guarantee Inc.

Syncora Guarantee Inc. -- http://www.syncora.com/-- is a wholly
owned subsidiary of Syncora Holdings Ltd.  Syncora Holdings Ltd.
is a Bermuda-domiciled holding company.

In April 2009, Standard & Poor's Ratings Services revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.  Standard & Poor's also revised
its counterparty credit rating on Syncora to 'D' from 'CC'.  An
insurer rated 'R' is under regulatory supervision because of its
financial condition.  The 'CC' counterparty credit, financial
strength, and financial enhancement ratings on Syncora Guarantee
U.K. Ltd. are unchanged because at this time, that company is not
subject to any regulatory orders that mandate the suspension of
claims payments.


SYNOVUS FINANCIAL: Fitch Cuts Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has downgraded Synovus Financial Corporation and its
subsidiary banks' long- and short-term Issuer Default Ratings, as
well as their Individual ratings.  The Rating Outlook is Negative.
A full ratings list follows at the end of this release.

The rating actions reflects Fitch's revised loss expectations for
SNV's portfolio, given the company's significant exposure to
troubled regions of the Southeast.  Fitch believes prolonged
credit stress will continue to weigh heavily on the company's
financial condition.  Credit concerns continue to stem from SNV's
residential construction, development, and land loan portfolios;
the majority of which reside in the greater Atlanta area, as well
as the west coast of Florida.  Although SNV's management has
remained focused on its disposition strategy of problem assets
through both the utilization of auctions and the formation of its
special asset management group, Fitch believes the impact of
heightened credit costs will continue to hamper SNV's performance
and will threaten its capital position.

The Negative Outlook reflects both the possibility of credit
deterioration becoming more pronounced and the weakening of some
of SNV's other fundamental strengths, such as its core funding
base.  SNV's ratings continue to be supported by its current
capital position, which is viewed as necessary given its credit
exposure.  The company's liquidity position, sound funding base,
and augmented reserve levels, provide additional ratings support.
However, these fundamental strengths could be pressured as the
company endures increased credit stress.

Fitch has taken these rating actions on SNV and its subsidiaries
with a Negative Outlook:

Synovus Financial Corp.

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Subordinated Debt downgraded to 'B' from 'BBB-';
  -- Preferred Stock downgraded to 'B-' from 'BB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed 'NF'.

Columbus Bank & Trust

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Athens First Bank & Trust Co.

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Bank of Coweta

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Bank of Nashville

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Bank of North Georgia

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Bank of Pensacola

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Bank of Tuscaloosa

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

CB&T Bank of Middle Georgia

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Citizens Bank & Trust of West Georgia

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Citizens First Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Coastal Bank of Georgia

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Cohutta Banking Company

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Commercial Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Commercial Bank & Trust Co.

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Community Bank & Trust of Southeast Alabama

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First Commercial Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First Commercial Bank of Huntsville

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First Community Bank of Tifton

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First National Bank of Jasper

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

First State Bank and Trust Company of Valdosta

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Georgia Bank & Trust

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

National Bank of South Carolina

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

National Bank of Walton County

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Sea Island Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Security Bank & Trust Company of Albany

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Sterling Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Short-term Deposits downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Sumter Bank & Trust Company

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Synovus Bank of Tampa

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Tallahassee State Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Trust One Bank

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Vanguard Bank & Trust Company

  -- Long-term IDR downgraded to 'BB-' from 'BBB';
  -- Long-term Deposits downgraded to 'BB' from 'BBB+';
  -- Short-term IDR downgraded to 'B' from 'F2';
  -- Individual downgraded to 'D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.


TERRA CONVERSIONS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Terra Conversions Group, LLC
        1395 Brickell Avenue, Suite 1020
        Miami, FL 33131

Bankruptcy Case No.: 09-22721

Chapter 11 Petition Date: June 24, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Lydia C. Quesada, Esq.
                  2600 Douglas Rd #506
                  Coral Gables, FL 33134
                  Tel: (305) 447-0392
                  Email: lquesada@sqlaw.com

Total Assets: $1,328,673

Total Debts: $2,714,005

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

          http://bankrupt.com/misc/flsb09-22721.pdf

The petition was signed by Juan Arcila, managing member of the
Company.


TEUFEL NURSERY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Teufel Nursery, Inc.
        aka Teufel Landscape
        100 SW Miller Rd.
        Portland, OR 97225-6130

Bankruptcy Case No.: 09-34880

Type of Business: The Debtor offers lawn and gardening services.

                  See http://www.teufel.com

Chapter 11 Petition Date: June 24, 2009

Court: District of Oregon

Judge: Elizabeth L Perris

Debtor's Counsel: Robert J. Vanden Bos, Esq.
                  vbcservice@yahoo.com
                  Vanden Bos & Chapman
                  319 SW Washington #520
                  Portland, OR 97204
                  Tel: (503) 241-4869

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Lawrence A. Teufel.


TICKETMASTER ENTERTAINMENT: S&P Keeps Negative Watch on BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Ticketmaster Entertainment Inc., including its 'BB' corporate
credit rating, will remain on CreditWatch with negative
implications, where they were placed on Feb. 11, 2009, following
the company's announcement of an all-stock merger agreement with
Live Nation Inc.  The ratings on Live Nation, including its 'B'
corporate credit rating, remain on CreditWatch with positive
implications, where they also were placed on Feb. 11, 2009.

If the transaction is completed, Ticketmaster would become a
wholly owned subsidiary of Live Nation, which would continue as
the public company parent of the combined companies under the name
Live Nation Entertainment Inc.  Standard & Poor's plans to
maintain separate corporate credit ratings for both companies as
both companies expect to maintain separate capital structures and
because of likely limits, in S&P's view, on Ticketmaster's
capacity to provide credit support to Live Nation.  If the merger
is completed with a different capital structure than currently
envisioned, with the companies refinanced as one entity, S&P would
analyze the company on a consolidated basis.  Currently, under the
proposed scenario of separate capital structures, Ticketmaster's
credit agreement and its other financial resources, limit its
ability to provide credit support to Live Nation.  The transaction
is subject to approval by both companies' shareholders, and
regulatory review and approvals, which are not expected to be
completed until late in the fourth quarter of 2009, at the
earliest.

The merger is largely complementary, and would combine the leading
ticketing company and artist management agency with the largest
concert promoter.  The management teams anticipate that the
combined company could realize about $40 million of operating
synergies through the combination of their ticketing, marketing,
data centers, and back-office functions.  Live Nation would
benefit from having access to more artists, Ticketmaster's
customer data base, and reduced costs as S&P would expect Live
Nation to eventually close its own ticketing business.

In resolving the CreditWatch, S&P will review the companies'
business and financial strategies.  S&P expects that if the
transaction proceeds as planned, S&P could lower the corporate
credit rating on Ticketmaster to as low as 'B+', reflecting in
part the business and strategic link that S&P would ascribe to
the companies' relationship, and to a lesser extent, the potential
loss of its contract with AEG.  If the transaction is not
completed, the rating on Ticketmaster could also be lowered to as
low as 'B+' if operating performance, debt leverage, and the
margin of covenant compliance continue to deteriorate.

On the other hand, S&P could raise the corporate credit rating on
Live Nation to as high as 'B+' if the merger is completed.  Key
considerations for a one-notch upgrade, beyond feasibility of
revenue and costs synergies, and prospects for leverage reduction,
will be in S&P's view of the extent to which Ticketmaster will
have the ability and means to support Live Nation, despite debt
terms and restrictions, and the extent to which Live Nation's
credit profile, in S&P's view, suggests such needs.  If the merger
is not completed, S&P would most likely affirm Live Nation's 'B'
corporate credit rating.


TITAN ENERGY: Closes Acquisition of RBG's Industrial Division
-------------------------------------------------------------
Titan Energy Worldwide, Inc., through its wholly owned subsidiary,
Grove Power, Inc., entered into an asset purchase agreement on
June 11, 2009, with R.B. Grove, Inc., a Florida corporation
engaged in the marketing, selling, distribution and servicing of
backup and emergency power equipment in the state of Florida and
certain other territories, and Tom Piper, the sole shareholder of
RBG.

Titan, through its wholly owned subsidiary, Grove Power, acquired
certain assets and liabilities of RBG's Industrial Division and
Service Division for this consideration:

   1) a $50,000 deposit, which amount was paid prior to the
      Closing Date;

   2) $521,510, which Grove Power will pay to MTU/Katolight on
      RBG's behalf in satisfaction of all amounts owed to
      MTU/Katolight as set forth in the Asset Purchase Agreement;

   3) $144,827, which amount was paid to RBG on the Closing Date;

   4) $86,612 in the form of a secured promissory note that is
      due 18 months after the Closing Date and accrues interest at
      the rate of 8% per year;

   5) the issuance of a five-year warrant to purchase 200,000
      shares of common stock of Titan at a price of $0.01 per
      share; and

   6) $20,000 for legal fees, which amount was paid on the Closing
      Date.

The Asset Purchase Agreement contains customary terms and
conditions for a transaction of this type, including
representations, warranties and covenants, as well as provisions
describing the consideration and the process of exchanging the
consideration.  The Asset Purchase Agreement also contains
reciprocal indemnification provisions that provide for
indemnification in the event of a breach of a representation or
warranty.

In connection with the issuance of the Note, as partial
consideration for the Business, Grove Power and RBC entered into a
security agreement, dated June 11, 2009, pursuant to which Grove
Power granted to RBG a junior subordinated security interest in
Grove Power's interest in the Business.

In connection with the Asset Purchase Transaction, RBG entered
into a sublease agreement with Grove Power, dated June 1, 2009,
pursuant to which RBG agreed to sublease to Grove Power certain
office and warehouse space in Miami, Florida, for a period of
eighteen months commencing on June 1, 2009, and terminating on
November 30, 2010, for a monthly rent of $5,157 plus 50% of
utilities and phone and copier charges.  The sublease obligations
were guaranteed by Titan.

There were no material relationships between Titan, Grove Power or
its respective affiliates and any of the parties to the Asset
Purchase Agreement, other than in respect of the Asset Purchase
Agreement.

"This purchase gives Titan Energy entrance into Florida's
$150 million emergency power market," stated Thomas Black,
President of Titan Energy Worldwide, Inc.  "Florida represents one
of the top markets in the United States for emergency power
generation equipment sales and service.  The region has tremendous
need for back up power generation due to hurricanes and storms.
Additionally, many companies and institutions in Florida are
required by legislation to install back up power in case of
emergency."

                   About Titan Energy Worldwide

Titan Energy Worldwide, Inc. -- http://www.titanenergy.com/--
manufactures, markets and services energy generation products and
services, including development and support for new energy-related
technology.  Founded in 2005, Titan serves disaster recovery first
responders, relief agencies, homeland security, the department of
defense and municipalities.

The Company incurred a net loss for the three months ended
March 31, 2009, of $336,916 and at March 31, 2009, had an
accumulated deficit of $23,700,397.  The accumulated deficit
includes a charge of $9,767,847 for the early extinguishment of
the Series A, B and C Preferred Stock and issuance of Common Stock
in 2007.  In addition, the Company issued Series D Convertible
Preferred Stock with a beneficial conversion feature which
resulted in recording a preferred stock dividend of $4,076,646.
The accumulated deficit without these transactions would have been
$9,855,904.  However, these conditions raise substantial doubt as
to the Company's ability to continue as a going concern.

At March 31, 2009, the Company had $4,914,606 in total assets and
$1,610,305 in total liabilities.


TPF II: S&P Changes Outlook to Negative; Affirms 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on TPF II
LC LLC to negative from stable.  At the same time, S&P affirmed
the 'BB-' rating on TPF's $205 million in first-lien facilities
consisting of a $165 million seven-year term loan ($142.7 million
outstanding) and a $40 million revolving facility.

The ratings action is driven by the low clearing price realized in
the most recent base residual auction in the RTO (unconstrained)
area of PJM Interconnect's RPM capacity market for the delivery
year May 2012-June 2013.  Due in part to market rule revisions
that encourage demand-side resources to participate in the
auctions, total supply bids increased 5.5% to 145,373 megawatts;
demand-side bids increased nearly 500% to comprise 9,848 MW of
this total.  Previously, demand-side resources sold the
Interruptible Load for Reliability product, which was discontinued
as of the 2012-2013 delivery year.


TRONOX INC: Court Sets August 12 as Claims Bar Date
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set August 12, 2009 at 5:00 p.m. (Pacific Time) by which
claimants holding claims against the Debtors that arose before the
Petition Date, including claims pursuant to Section 503(b)(9) of
the Bankruptcy Code, may file their proofs of claim.

The Debtors' standard form of Proof of Claim, Bar Date Notice,
General Publication Notice and the Site-Specific Publication
Notices are approved.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, all creditors that fail to timely file a proof of
claim in appropriate form will not be treated as a creditor with
respect to the claim for purposes of voting on a Chapter 11 plan
and distribution on account of the claim.

Pursuant to Bankruptcy Rule 2002(f), the Debtors will give notice
of the Bar Dates by publishing the Bar Date Notice in The Wall
Street Journal on one occasion on or before July 10, 2009.

The Debtors will also give notice of the Bar Dates by publishing
certain Site-Specific Publication Notices on one occasion on or
before July 10, 2009.

In the event the Debtors amend or supplement their schedules of
assets and liabilities, the Debtors must give notice of any
amendment or supplement to the holders of any Claim affected
thereby, and the holders will be afforded 30 days from the date
on which the notice is given or until the Bar Date, if the Bar
Date is later, to file a proof of claim with respect to their
claim or be forever barred from doing so.

The Debtors are further directed to include these information on
every Proof of Claim Form that they supply to a creditor whose
Claim is listed on the Debtors' Schedules: (a) the amount of the
creditor's Claim against the applicable Debtor, as reflected in
the Schedules; (b) the type of Claim held by the creditor, as
reflected in the Schedules; and (c) whether the Claim is
contingent, unliquidated or disputed as reflected in the
Schedules.

The holder of any Claim that arises from the Debtors' rejection
of any executory contract or unexpired lease after the date of
entry of the Order must file a Proof of Claim based on that
rejection by the later of (a) the Bar Date, (b) a date provided
in an order authorizing the Debtors to reject an executory
contract or unexpired lease or (c) if no date is provided, 30
days after the date of any order authorizing the rejection or
notice of the rejection is entered.

The Debtors are authorized to mail the Bar Date Notice to
counsels of record for Tort Claimants for whom the Debtors lack
personal information.

The Debtors are authorized to provide supplemental mailings of
the Bar Date Package as may be necessary.  The mailings made at
any time up to 30 days in advance of the Bar Date are deemed
timely.  The Debtors will not be required to provide any
additional notice to any creditor to whom the Debtors mailed the
Bar Date Package in accordance with the terms of the Order and
the notice was returned to the Debtors as undeliverable without a
forwarding address.

The Debtors are authorized to establish without further notice to
file with the Court one or more orders establishing additional
Bar Dates, as necessary.  In the event the Debtors establish a
Supplemental Bar Date, the Debtors will mail a Bar Date Package,
modified to include the Supplemental Bar Date, to Claimants who
are subject to the Supplemental Bar Date within 30 days of any
Supplemental Bar Date.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Seeks to Employ ATL as Tax Consultants
--------------------------------------------------
Tronox Inc. and its affiliates seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ Assessment
Technologies, Ltd. as their property tax consultants, nunc pro
tunc to February 3, 2009, in accordance with the terms and
conditions set forth in that certain service agreement dated
May 13, 2009.

Gary Barton, the Debtors' Chief Restructuring Officer, relates
that since the outset of the Chapter 11 Cases, the Debtors have
sought to institute cost savings and otherwise locate sources of
value in their business operations for the benefit of their
stakeholders.  The Debtors believe that one source of value is
tax savings that may result from a detailed review of the asset
valuations of the taxed properties pursuant to the statutory
valuation standards from the tax office compared with market
derived valuations of the assets of the properties using various
market indexes, comparable sales data and third-party valuation
work.  The Debtors estimate that the resulting tax savings could
be in the range of $1 million to $3 million annually.

However, Mr. Barton says, given the Debtors' financial
constraints as a chapter 11 debtor, the Debtors do not presently
have the capacity to review the property tax assessments of these
properties and prosecute any adjustments with the taxing
authorities.

Accordingly, the Debtors seek to employ ATL on a contingency
basis to evaluate the property tax assessments for certain
properties and, if appropriate, prosecute adjustments with the
relevant taxing authorities.

Pursuant to the terms of the Service Agreement, ATL is expected
to provide these property tax consulting services:

  (a) Review targeted tax assessments on certain property owned
      or leased by the Debtors including supporting data,
      calculations and assumptions produced by the appropriate
      appraisal/assessing authority, together with information
      provided by the Debtors;

  (b) Analyze economic feasibility of attaining a reduced
      assessment/tax;

  (c) Represent the Debtors' estates before the appropriate tax
      assessing/collecting and/or court authorities using all
      reasonable, appropriate and available means provided by
      statute or within the Bankruptcy Code to adjust the
      assessment, unclaimed tax or claimed tax amount; and

  (d) Utilize any local, state or federal remedies ATL deems
      necessary and appropriate to achieve tax savings, in ATL's
      discretion, subject to any required approval of the Court.

Mr. Barton says that the services to be performed by ATL will not
duplicate or overlap with the service being performed by the
Debtors' other retained consultants or advisors, and the Debtors
will use its reasonable efforts to ensure that there is no
duplication of the services that ATL is begin retained to
perform.

The Debtors will pay ATL on a contingency basis only, and no
payment will be due to ATL unless ATL achieves tax savings for
the Debtors on any Targeted Property.  Specifically, the Debtors
will pay ATL 30% or 35%, in accordance with the Expense Level,
defined in the Service Agreement, of: (i) all of the tax
savings received by the Debtors less (ii) reimbursement of ATL's
expenses, each as a result of ATL's efforts for each Targeted
Property for each tax year.

Reimbursable expenses include all special property tax counsel
legal fees, third party appraisal fees and any other reasonable
fees incurred by ATL in pursuing tax savings for the Debtors
under the Service Agreement.  The reimbursable expenses will be
fronted by ATL, and ATL will be reimbursed these expenses, at
cost, out of the tax savings that ATL achieves for the Targeted
Property, as long as the expenses are reasonable and approved by
the Court.

James Hausman, president of ATL, assures the Court that his firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code and as required by Section 327(a) and
referenced by Section 328(a), and holds no interest adverse to
the Debtors for the matters for which ATL is to be employed.

Mr. Hausman says that ATL has no connection to the Debtors, their
creditors or its related parties.

A full-text copy of the Service Agreement is available for free
at http://bankrupt.com/misc/Tronox_ATLServiceAgreement.pdf

                         *     *     *

The Court authorized the Debtors to employ ATL as property tax
consultants in accordance with the terms set forth in the Service
Agreement, nunc pro tunc as of February 3, 2009.  ATL will not be
required in its invoices to report the billing rates, aggregate
hours spent, or the time incurred by ATL's professionals in
tenths of an hour increments.  ATL will be compensated pursuant
to the terms of the Service Agreement, without the necessity of
ATL filing formal interim or final fee applications.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: To Execute Stalking Horse Deal by July 31
-----------------------------------------------------
The Official Committee of Unsecured Creditors and the Official
Equity Security Holders Committee of Tronox Inc. filed objections
to the Debtors' proposal to amend their $125 million DIP credit
facility on the basis that the costs of the First Amendment --
particularly the acceleration of the sale process -- outweighed
the benefits that the Debtors would receive under the First
Amendment.

To resolve the Objections, the Debtors, Credit Suisse, as
Administrative Agent and JPMorgan Chase Bank, N.A., as Collateral
Agent, the DIP Lenders, and the official committees engaged in
arm's-length, good faith negotiations regarding the terms of the
First Amendment.

The negotiations resulted in a consensual agreement modifying
certain the terms of the First Amendment.  As agreed to by the
parties, the terms of the First Amendment as submitted to the
Court on May 11, 2009 are preserved, with these modifications:

  (a) the deadline by which the Debtors are required to execute
      an asset purchase agreement with a "stalking horse" bidder
      is now July 31, 2009, which date may be extended at the
      discretion of the DIP Agent for an additional 30 days --
      this deadline is 60 days later than the deadline set forth
      in the First Amendment as previously filed with the Court;
      and

  (b) the deadline by which the Debtors are required to submit
      audited financial statements for their fiscal year ended
      December 31, 2008 to the DIP Lenders is now September 10,
      2009 -- this deadline is 30 days later than the deadline
      set forth in the First Amendment as previously filed with
      the Court.

In exchange for these modifications, the Debtors agreed to pay an
incremental waiver fee of 0.5% of the outstanding commitment of
each DIP Lender who consented to the modified First Amendment,
for a total waiver fee of 1.0% to each consenting DIP Lender,
equal to $1.25 million.

The First Amendment, as modified, has been accepted by the
requisite number of DIP Lenders.  In addition, both the
Creditors' Committee and the Equity Committee have agreed to
withdraw their Objections.  Accordingly, the Debtors' entry into
the First Amendment is unopposed.

The Parties also provided a blacklined copy that reflects the
modifications to the First Amendment filed on May 11, 2009.  The
blacklined copy is available for free at:

              http://ResearchArchives.com/t/s?3de6

                  Court Approves DIP Amendment

Accordingly, the Court approved the First Waiver and Amendment.
The Debtors are authorized to enter into the First Waiver and
Amendment and to perform all acts, to make, execute and deliver
all instruments and documents that may be reasonably required for
the performance of their obligations under the First Waiver and
Amendment and to pay the Amendment Fees.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TVI CORPORATION: Nasdaq to Delist Common Stock on July 6
--------------------------------------------------------
The Nasdaq Stock Market will delist the common stock of TVI
Corporation effective at the opening of the trading session on
July 6, 2009.

The Nasdaq Staff determined that the Company is no longer
qualified for listing on the Exchange pursuant to Listing Rule
5450(a)(2) or the bid price rule.

TVI Corporation's stock was suspended on April 13, 2009, and has
not traded on NASDAQ since that time.  NASDAQ will file a Form 25
with the Securities and Exchange Commission to complete the
delisting.  The delisting becomes effective ten days after the
Form 25 is filed.

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.  The Company and two of its affiliates filed for
Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead Case
No. 09-15677).  Christopher William Mahoney, Esq., at Duane Morris
LLP, represents the Debtors in their restructuring efforts.  The
Debtors tapped Buccino & Associates, Inc., as their financial
advisors and consultants.


UNI-MARTS LLC: Wants Plan Filing Deadline Moved to July 22
----------------------------------------------------------
Uni-Marts LLC, for the fifth time, is seeking an extension of its
exclusive period to file a Chapter 11 plan.  The Debtor wants the
current plan deadline moved to July 22.

Uni-Marts has received approval from the U.S. Bankruptcy Court for
the District of Delaware to conduct an auction on August 18 for
its assets.  Bids are due August 13.

                          About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC owned
283 convenience stores and gasoline stations in Pennsylvania, New
York and Ohio, but later reduced the store count during its
bankruptcy case, which is still pending.  It was taken private in
2004 by the Sahakian family and private-equity investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP, represents
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as their claims, notice and
balloting agent.  The U.S. Trustee for Region 3 appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Blank Rome LLP as its counsel.


UNITED SUBCONTRACTORS: Plan Confirmed; Expects to Emerge June 30
----------------------------------------------------------------
United Subcontractors, Inc., said the United States Bankruptcy
Court for the District of Delaware confirmed the Company's Amended
Joint Chapter 11 Plan of Reorganization, dated May 18, 2009.  USI
currently expects to emerge from Chapter 11 on June 30, 2009.

The Company and holders of its first-lien loans due in 2012 and
holders of the Company's second-lien loans due in 2013 have agreed
on the terms of a financial restructuring, which reduces the
Company's funded indebtedness by $314 million, via a conversion of
debt to equity.  Additionally, the Company noted that it has cash
on hand in excess of $30 million which, combined with the cash
generated from ongoing operations, will be more than sufficient to
run the business and fund normal business obligations.  USI does
not anticipate the need for any financing facilities in the near
term.

First-lien lenders will receive approximately 96% of the New USI
Holdings Common Stock; second-lien lenders will receive
approximately 4% of the New USI Holdings Common Stock.  The Plan
was approved by an overwhelming margin of the first-lien lenders
and the second-lien lenders.  Additionally, under the terms of the
Plan, General Unsecured Claims are unimpaired.

"As a result of our achievements during our reorganization, we
look forward to emerging as a financially stronger company with,
in essence, a debt free balance sheet," said Paul Lustig, Chief
Executive Officer, USI.  "Our progress through the restructuring
process demonstrates the strength of our business and our
creditors' confidence in the future of USI.  We appreciate the
unwavering support from our customers and suppliers and for our
employees' continued hard work and dedication to the Company."

                   About United Subcontractors

United Subcontractors, Inc., is a privately owned company with
approximately 35 branches and 1,500 employees across the country.
Founded in 1998 and based in Edina, Minnesota, United
Subcontractors is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

                    About United Subcontractors

United Subcontractors, Inc. -- http://www.unitedsub.com/-- is a
privately owned company with approximately 40 branches and 1,600
employees across the country.  Founded in 1998 and based in Edina,
Minnesota, USI is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No.
09-11152).  Mark K. Thomas, Esq., Paul V. Possinger, Esq., and
Peter J. Young, Esq., at Proskauer Rose LLP assist the Debtors in
their restructuring efforts.  The Debtors propose to hire Steven
M. Yoder, Esq., and Gabriel R. MacConaill, Esq., at Potter
Anderson & Corroon LLP as co-counsel.  The Debtors listed
$50 million to $100 million in assets and $100 million to
$500 million in debts.


UNIVISION COMMUNICATIONS: Fitch Assigns 'B+/RR3' Rating on Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications, Inc.'s senior secured note offering.  The proceeds
are expected to be used to tender the company's 7.85% notes due
2011.  Univision's Issuer Default Rating is rated 'B'.  The Rating
Outlook is Stable.

Univision's ratings and Outlook are at the low end of their
categories.  The ratings are constrained by a highly leveraged
capital structure, which leaves creditors with a very limited
margin of safety.  Fitch maintains a conservative view of the
prospects for economic weakness, but acknowledges that the rating
is susceptible if advertising underperforms Fitch's grim outlook.

Over the latest 12 months, Fitch has commented that Univision
faced several obstacles over the intermediate term.  Importantly,
two of those obstacles ? payment of the second-lien loan and the
Grupo Televisa S.A. litigation ? have largely been resolved.
Fitch believes the company's remaining major obstacle over the
intermediate term concerns the impact the existing economic
downturn will have on Univision's ability to make interest and
principal amortization payments and meet covenant step-downs.  In
Fitch's view, Univision should have the ability to meet these
obligations.

While 2009 should be extremely difficult for advertising revenues,
Fitch believes retransmission revenues, paid-in-kind interest, and
the maturation of $7 billion of higher-than-market interest rate
swaps should provide the additional liquidity needed for debt
compliance over the short term.  Fitch's current expectations are
for advertising revenue to be down in the 10% range, comprised of
national advertising likely down in the low single digits and
local advertising down more than 15%.  However, Fitch expects
Univision's net first-lien leverage to remain below the covenant
limit of 11.25 times (x) by year-end 2009 and that the company
should be able to handle future covenant step-downs.

The ratings are supported by Univision's underlying portfolio of
assets, which include duopoly television and radio stations in
most of the top Hispanic markets, with a national overlay of
broadcast and cable networks.

Liquidity is supported by approximately $473 million of cash on
hand on March 31, 2009.  The company had approximately $43 million
of cash remaining in the Reserve Fund at that same time and
received a distribution of $17 million in April 2009.
Additionally, the company used $150 million to permanently reduce
its revolver borrowings on June 19, 2009.  The company's remaining
maturity schedule includes principal amortization on its term
loans of approximately $150 million in 2010 and $200 million in
2011.  Univision's $500 million 7.85% senior notes mature in July
2011, potentially bringing total 2011 maturities above
$700 million.  Principal amortization is reduced to less than
$90 million per year thereafter.  Fitch's expectations are for the
company to generate positive cash flow in 2010 and 2011 and to be
able to handle these maturities organically. Remaining bullet
maturities begin in 2014 and are substantial.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Univision's recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather than
a liquidation.  Fitch has recently reduced its market multiple to
7x from 9x, reflecting the existing difficult economic
environment.  The 7x market multiple reflects the company's FCC
licenses in top U.S. markets, the elimination of the Televisa
litigation and long-term growth prospects, among other things.
Fitch estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $4.4 billion. The 'B+/RR3'
rating for the secured debt reflects Fitch's expectations for
recovery at the low end of the 51%-70% range under a bankruptcy
scenario.


UNIVISION COMMUNICATIONS: Moody's Puts 'B2' Rating on $500MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications Inc.'s proposed $500 million senior secured notes
due 2014.  The company will use proceeds from the proposed
offering to fund the repurchase of its 7.85% $500 million senior
secured notes due 7/15/2011.  A tender offer for the 2011 note
repurchase expires on July 8, 2009 and is contingent upon the sale
of the proposed notes.  Holders of approximately $491.4 million of
the 2011 notes have tendered as of June 23, 2009.  The offering
will increase interest expense by approximately $30 million
annually but beneficially pushes out the maturity by three years
to 2014 from 2011, which Moody's believes provides additional
flexibility to manage in the current advertising downturn without
the impending pressure of a maturity.  The proposed notes are
secured by a first lien on substantially all of the assets of
Univision and its subsidiaries that secure the company's
$8.05 billion senior secured credit facility, and will be
guaranteed by its material domestic operating subsidiaries.  LGD
point estimates were updated to reflect the current debt mix.
Univision's B3 Corporate Family Rating, B3 Probability of Default
Rating, SGL-3 speculative-grade liquidity rating and negative
rating outlook are not affected.

Following is a summary of the rating action:

Assignments:

Issuer: Univision Communications, Inc.

  -- $500 million Senior Secured Bonds due 2014, assigned B2, LGD3
     - 42%

LGD Updates:

Issuer: Univision Communications, Inc.

  -- Senior Secured Bank Credit Facility and Senior Secured Bonds,
     changed to LGD3 - 42% from LGD3 - 40% (no change to B2
     rating)

The last rating action was on December 10, 2008, when Moody's
downgraded Univision's CFR and Probability of Default Rating to B3
from B2, the senior secured debt to B2 from B1, and the senior
unsecured notes to Caa2 from Caa1, with a negative rating outlook.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Annual revenue is
approximately $2 billion.


UNIVISION COMMUNICATIONS: S&P Give Negative Outlook on 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Los Angeles, California-based Spanish language television and
radio broadcaster Univision Communications Corp. to stable from
negative.

"The outlook revision is predicated on the successful tender of
the company's $500 million 7.85% senior secured notes due 2011 and
refunding with the proposed offer proceeds," noted Standard &
Poor's credit analyst Michael Altberg.

At the same time, S&P has assigned its 'B-' issue-level rating (at
the same level as the 'B-' corporate credit rating) to the
company's new $500 million senior secured notes due 2014.  S&P
also assigned this debt a recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for noteholders in
the event of a payment default.

Despite local advertising weakness across the radio and TV station
groups, the company's recent credit amendment alleviates S&P's
previous concerns about covenant compliance in 2009 and 2010.  In
addition, Univision has recently addressed upcoming maturities
with a tender offer at par for its $500 million 8.75% senior notes
due 2011, which S&P expects will be repaid with proceeds from its
new senior secured debt issuance.

The 'B-' corporate credit rating reflects Univision's highly
leveraged capital structure and weak credit metrics since its 2007
LBO, failure to accomplish planned asset sales in a timely manner,
advertising pricing that is not commensurate with its audience
share, and weak trends in TV and radio advertising, which remain
under economic pressure.  Univision's position as the dominant
U.S.-based Spanish-language TV and radio broadcaster, favorable
long-term contracts to purchase popular TV programming, and
positive trends in Spanish-language population and viewing are
modestly positive factors that do not offset these risks.


VIGO SNACK: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Vigo Snack Distributing, Inc.
                2748 E. Northwood Ave.
                Terre Haute, IN 47805

Case Number: 09-81091

Type of Business:

Involuntary Petition Date: June 24, 2009

Court: Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Petitioner's Counsel: Robert D. McMahan, Esq.
                      tiffany@mcmahanlaw.net
                      McMahan Law Firm
                      P.O. Box 3105
                      Terre Haute, IN 47803
                      Tel: (812) 235-2800
                      Fax: (812) 238-9486

   Petitioner                 Nature of Claim      Claim Amount
   ----------                 ---------------      ------------
Alfred L Morge                 unstated             unstated
241 Francis Ave. Ct.
Terre Haute, IN 47804


VONAGE HOLDINGS: Settles Shareholder Litigation Over 2006 IPO
-------------------------------------------------------------
Vonage Holdings Corp. last week reached an agreement in principle
to settle litigation against the Company brought on behalf of a
class of shareholders relating to the Company's initial public
offering, In re Vonage Initial Public Offering Securities
Litigation, Civ. A. No. 07-cv-177 (D.N.J.).

The settlement includes a release and dismissal of all stockholder
claims against the Company and its individual directors and
officers who were named as defendants.  It is still subject to
final documentation and approval by the U.S. District Court for
the District of New Jersey.  According to the CLASS ACTION
REPORTER, the settlement will be funded by Vonage's liability
insurance under the Company's D&O policy.  As a result, the
Company will incur no additional litigation settlement costs other
than nominal administrative fees and expenses.

In the 2006 IPO, investors bought the shares for $17 each, then
saw the value fall 13% when they opened for trading on May 24, The
Associated Press.  The stock traded at 0.42 at the close of
business on June 24.

Motley Rice LLC filed suit on behalf of shareholders a week after
the IPO.  According to AP, the suit alleged Vonage erred when it
reserved 13.5% of the IPO shares for customers of phone service.
These were not serious investors, the suit alleged, and the
failure of some of them to pay for the shares exacerbated the
decline in share value.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with more than 2.6 million subscriber lines.
Its technology enables anyone to make and receive phone calls with
a touch tone telephone almost anywhere a broadband Internet
connection is available.  Vonage's service is sold on the web and
through national retailers including Best Buy, Wal-Mart Stores
Inc. and Target and is available to customers in the U.S., Canada
and the United Kingdom.

                           *     *     *

BDO Seidman, LLP, in Woodbridge, New Jersey, raised substantial
doubt as to Vonage Holdings Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.

Vonage's balance sheet at March 31, 2009, showed total assets of
$330.2 million, total liabilities of $443.9 million, resulting in
a stockholders' deficit of $113.6 million.  The Company posted a
net income of $5.27 million for the quarter ended March 31, 2009,
compared to a net loss of $8.96 million.


WHITE ENERGY: Gets Final Approval to Use Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
final approval of White Energy Holding Co. and its affiliates'
request to use cash subject to interest of their lenders, Bill
Rochelle at Bloomberg News reports.  According to the report, the
cash collateral arrangement requires paying 80 percent of a
$1.4 million tax refund to the lenders, with the remaining 20%
available for operations.

As reported on May 25, 2009, the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, White
Energy, Inc., and its debtor-affiliates to use cash securing
repayment of loan from West LB AG until July 3, 2009.  The Court
also granted adequate protection to the Debtors' prepetition
secured parties.

As of White Energy's petition date, the Debtors owed $300 million
to West LB AG, New York Branch, as administrative agent, and the
prepetition lenders under the amended and restated credit
agreement dated as of July 31, 2006, as amended, in respect to
loans made and letters of credit issued and other financial
accommodations made.

                      About White Energy, Inc.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.  White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker.  Two plants are in Texas with the
third in Kansas.  White spent $323 million building the plants in
Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, the Debtors
disclosed assets and debts ranging from $100 million to
$500 million.


YRC WORLDWIDE: Obtains Amendment to JPMorgan Credit Agreement
-------------------------------------------------------------
YRC Worldwide Inc. and certain of its subsidiaries on June 17,
2009, entered into Amendment No. 7 to their Credit Agreement dated
as of August 17, 2007, with JPMorgan Chase Bank, National
Association, as agent, and the other lenders.  The Credit
Agreement continues to provide the Company with a $950 million
senior revolving credit facility, including sublimits available
for borrowings under certain foreign currencies and for letters of
credit, subject to restrictions on access to a so-called Revolver
Reserve Amount, and a senior term loan in an aggregate outstanding
principal amount of approximately $111.5 million.

          Escrow Termination, Prepayments and Borrowings

Prior to the Credit Agreement Amendment, the Company and its
subsidiaries had deposited approximately $73 million of net cash
proceeds from real estate assets sales into an escrow account.  On
June 17, 2009, (i) all funds in the Escrow Account -- except for
$3,571,405 that was released to the Company to prepay the
Obligations under the Contribution Deferral Agreement on or before
June 30, 2009 -- were released to the Administrative Agent to
prepay the revolving loans under the Credit Agreement without a
corresponding permanent reduction of the revolving commitments and
(ii) the agreement governing the Escrow Account was terminated.

Prior to the Credit Agreement Amendment, for any real estate asset
sale other than the sale and lease back transaction with NATMI
Truck Terminals, LLC, the net cash proceeds of which, together
with the aggregate amount of net cash proceeds from all asset
sales occurring on or after January 1, 2009, but on or before
July 15, 2009, were less than or equal to $300 million, 50% of
such proceeds was used to prepay outstanding revolving loans under
the Credit Agreement -- without a corresponding permanent
reduction of the revolving commitments -- and the remaining 50%
was deposited into the Escrow Account.

Due to the release of funds from, and the termination of, the
Escrow Account, for any real estate asset sale that closes on or
after June 17, 2009, the net cash proceeds -- after deduction for
prepayments of a portion of the Obligations pursuant to the
Contribution Deferral Agreement -- of which, together with the
aggregate amount of net cash proceeds from all asset sales
occurring on or after January 1, 2009, and on or prior to July 15,
2009, is less than or equal to $300 million, 100% of such proceeds
will be used to prepay outstanding revolving loans under the
Credit Agreement (without a corresponding permanent reduction of
the revolving commitments) with 50% of the proceeds added to the
Revolver Reserve Amount.

At 12:00am on July 16, 2009, the revolving commitments under the
Credit Agreement will be permanently reduced by an amount equal to
the Revolver Reserve Amount.  In addition, prior to July 16, 2009,
the Company may only borrow funds or request the issuance of
letters of credit from the Revolver Reserve Amount under the
Credit Agreement with the approval of lenders with at least two-
thirds of the aggregate revolving loan and term loan exposure and
unused commitments.

If the Company, its domestic subsidiaries -- other than Yellow
Roadway Receivables Funding Corporation -- and YRC Assurance Co.
Ltd, collectively, have more than $150 million in Permitted
Investments as of any business day, then the Company must prepay
the outstanding revolving loans under the Credit Agreement in an
amount equal to such excess (without a corresponding permanent
reduction of the revolving commitments) the next business day.  In
addition, the Company may only borrow funds or request the
issuance of letters of credit under the Credit Agreement to the
extent that the Allowable Permitted Investments are less than
$150 million.

                            Collateral

In addition to the first priority liens on identified owned real
property that the lenders under the Credit Agreement previously
authorized the Company and its subsidiaries to grant to the Funds
to secure the Obligations under the Contribution Deferral
Agreement, the Credit Agreement Amendment permits the Company and
its subsidiaries to grant to the Funds second priority liens on
additional identified owned real property to secure the
Obligations subject to the terms and conditions of an
intercreditor agreement among the parties.

                         Event of Default

The Credit Agreement Amendment provides that it will be an event
of default under the Credit Agreement if an event or condition
occurs that enables or permits the holder or holders of
Obligations under the Contribution Deferral Agreement -- or any
trustee or agent on a holder's behalf -- to cause such Obligations
to become due or require prepayment, repurchase, redemption or
defeasance of such Obligations prior to its scheduled maturity
(after giving effect to any cure or grace period, amendment or
waiver).

The Company clarified the Amendment does give it immediate access
to the escrow funds of $73 million by means of revolver capacity
that can be borrowed at any time without approval from the lenders
so long as the company's cash is below $150 million.  The
$150 million is a new maximum of cash and cash equivalents that
was mutually agreed to by the Company and the lender group and set
well above the company's average daily cash usage.  The Company's
total liquidity includes its cash balance in addition to the
availability under its credit facilities, which in total was
$242 million at May 31, 2009.

The Company did not pay any fees to the lender group associated
with the amendment.

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc. (NASDAQ: YRCW) is a
holding company that through wholly owned operating subsidiaries
offers its customers a wide range of transportation services.  The
services include global, national and regional transportation as
well as logistics. Its operating subsidiaries include YRC National
Transportation; YRC Regional Transportation; YRC Logistics; and
YRC Truckload.  At March 31, 2009, about 70% of the Company's
labor force is subject to collective bargaining agreements, which
predominantly expire in 2013.  At March 31, 2009, the Company had
$3,674,725,000 in total assets and $3,467,190,000 in total
liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.


YRC WORLDWIDE: Units Defer $83MM in Pension Contributions
---------------------------------------------------------
YRC Worldwide subsidiaries YRC Inc., USF Holland Inc., USF
Reddaway Inc., and New Penn Motor Express, Inc., on June 17, 2009,
entered into a Contribution Deferral Agreement with the Central
States, Southeast and Southwest Areas Pension Fund and Wilmington
Trust Company, as agent.

The Central States Pension Fund is the largest of the Company's
International Brotherhood of Teamsters multiemployer defined
benefit pension funds, representing roughly 58% of the company's
pension funding obligations.  Other IBT pension funds may execute
a joinder agreement to become a party to the Contribution Deferral
Agreement.

                      Deferred Pension Payments

The Central States Pension Fund agreed that the Primary Obligors
could defer the payment to it of roughly $83 million of
contributions (that were originally due on or before June 15,
2009.  The Company is working to finalize discussions with other
Funds to defer roughly $50 million of contributions owed to such
Funds and have such Funds agree to the terms of the Contribution
Deferral Agreement.  As other Funds become a party to the
Contribution Deferral Agreement, the amount of Deferred Pension
Payments would increase by the second quarter 2009 contributions
due to those Funds.  The Funds also agreed that the deferral of
Obligations would not be used in any determination that any
Obligor or any ERISA affiliate has incurred complete or partial
withdrawal from any such Funds or is otherwise subject to
withdrawal liability.

Interest will accrue on the Deferred Pension Payments owed to each
Fund at the applicable interest rate set forth in the trust
documentation that governs the Fund.  The interest rate for the
Central States Pension Fund is equal to prime plus 2%.  Interest
from the original due date of the Deferred Pension Payments owed
to each Fund through the date a Fund becomes a party to the
Contribution Deferral Agreement with respect to any such Deferred
Pension Payment will be capitalized, compounded and added to the
applicable Deferred Pension Payments.  Interest on the Obligations
will accrue monthly, and commencing on July 15, 2009, will be
payable in arrears on the 15th day of each calendar month.

The Primary Obligors will pay the Obligations in (i) payment of
$3,571,405 on or before June 30, 2009, and thereafter (ii) the
balance in 36 equal monthly installments payable on the 15th day
of each calendar month commencing on January 15, 2010 (or such
later dates as the applicable Fund may agree).

                            Collateral

In exchange for the deferral of the Obligations, certain of the
Companies subsidiaries as Obligors will pledge identified real
property to the Funds so that the Funds have a first priority
security interest in certain of the identified real property and a
second priority security interest in other identified real
property located throughout the United States and Mexico.  The
Company's lenders under the Credit Agreement will continue to have
a first priority security interest in the Second Priority
Collateral and a second priority security interest on
substantially all of the First Priority Collateral, which in each
case is subject to the terms and conditions of an intercreditor
agreement among the parties.

                            Prepayments

The Primary Obligors must prepay the Obligations on a ratable
basis to the Funds (i) with the net cash proceeds from the sale of
First Priority Collateral or (ii) to the extent that Liquidity of
the Company is greater than $250 million, an amount equal to such
excess; provided, that, Liquidity will be equal to $250,000,000
after giving effect to such payment and no payment shall be
required until the Excess Amount is equal to or greater than
$1 million at any time.  The Primary Obligors may voluntarily
prepay the Obligations at any time without premium or penalty.
However, pursuant to the terms of the Credit Agreement, the
Company and its subsidiaries may not voluntarily prepay the
Obligations until August 15, 2009, and any prepayment must be with
(i) the net cash proceeds from the issuance of common stock or
other equity interests of the Company or (ii) the issuance of
common stock or other equity interests of the Company.

                       Subsidiary Guarantors

The Obligors that are not the Primary Obligors will guarantee or
provide collateral to secure the Obligations.  Recourse by the
Funds under the guarantee with respect to any guarantor is limited
to the guarantor's owned real property subject to a mortgage for
the benefit of the Funds.

                             Covenants

The Contribution Deferral Agreement includes a limited number of
affirmative and negative covenants.  The Obligors cannot sell
First Priority Collateral without the consent of the Funds
representing a majority of the outstanding Deferred Pension
Payments (such consent not to be unreasonably withheld, delayed or
conditioned) unless the cash consideration received for such
collateral is equal to or greater than 100% of the gross book
value of such First Priority Collateral.

The Obligors shall not (i) provide collateral (other than the
collateral granted pursuant to the Contribution Deferral
Agreement) securing obligations owed by any Obligor to any IBT
pension fund similarly situated to the Funds (including IBT
pensions funds not a party to the Contribution Deferral Agreement)
or (ii) make payments in respect of pension contributions owed to
any IBT pension fund similarly situated to the Funds to the extent
such IBT pension fund does not become a party to the Contribution
Deferral Agreement (other than payments approved by the Funds that
are owed a majority of the Deferred Pension Payments -- such
approval not to be unreasonably withheld, delayed or conditioned).

                         Events of Default

The Contribution Deferral Agreement includes customary events of
default, including nonpayment of the Deferred Pension Payments,
materially incorrect representations and warranties, breaches of
the covenants and bankruptcy related events.  Upon and during the
continuance of an Event of Default, the Funds that are owed a
majority of the Deferred Pension Payments may direct the Agent to
pursue remedies with respect to the collateral, including
foreclosure, subject to the terms of the intercreditor agreement.
Any Fund may declare its Deferred Pension Payments due and payable
upon the occurrence and during the continuance of an Event of
Default and pursue remedies (other than remedies with respect to
the Collateral).

                        About YRC Worldwide

Overland Park, Kansas-based YRC Worldwide Inc. (NASDAQ: YRCW) is a
holding company that through wholly owned operating subsidiaries
offers its customers a wide range of transportation services.  The
services include global, national and regional transportation as
well as logistics. Its operating subsidiaries include YRC National
Transportation; YRC Regional Transportation; YRC Logistics; and
YRC Truckload.  At March 31, 2009, about 70% of the Company's
labor force is subject to collective bargaining agreements, which
predominantly expire in 2013.  At March 31, 2009, the Company had
$3,674,725,000 in total assets and $3,467,190,000 in total
liabilities.

As reported by the Troubled Company Reporter on May 20, 2009,
Standard & Poor's Ratings Services maintained its 'CCC' long-term
corporate credit rating on YRC Worldwide Inc. on CreditWatch with
negative implications.  S&P had revised the CreditWatch
implications to negative from positive on April 24, 2009,
reflecting concerns that the company may not be able to meet its
amended bank covenants.


* Business Credit Less Available Than Last Year, TMA Says
---------------------------------------------------------
Bill Rochelle of Bloomberg reported that, according to 98 percent
of 395 respondents in a survey taken by the Turnaround Management
Association, business credit is less available now than it was
this time last year.

According to the TMA survey, 70% of respondents said credit is
less available from lenders who provide loans to distressed
borrowers, the study found.


* Citizens Advice Bureau Says Jersey's Bankruptcy Laws Need Change
------------------------------------------------------------------
The Citizens Advice Bureau said that Jersey's bankruptcy laws need
modification, to bring vital relief to debt-ridden Islanders,
Jersey Evening Post reports.

According to Jersey Evening Post, CAB manager Francis Le Gresley
said that many of his clients were suffering because it was almost
impossible to be declared bankrupt in the state.  Citing Mr. Le
Gresley, the report states that the current laws were leaving
debt-ridden Islanders who, despite failing to repay their debts,
were constantly being harassed by creditors.


* Hughes Watters Paralegal Turea Simpson Forms Peer Group
---------------------------------------------------------
Turea Simpson, a senior paralegal with Houston-based law firm
Hughes Watters Askanase L.L.P., has formed the Houston Association
of Bankruptcy Paralegals.  The HABP is the first association of
its kind in Texas and just the second of its kind in the nation.

Ms. Simpson explained that she established the HABP because she
saw a strong need and desire among Houston bankruptcy paralegals
for continuing education and for face-to-face communication.

"Hughes Watters Askanase often sent me to bankruptcy seminars
geared toward attorneys, but not paralegals.  It came to me during
one of these seminars that bankruptcy paralegals do not have our
own events or workshops that help us continue our education which
in turn enables us to be more successful at our jobs. Because
bankruptcy paralegals work with paralegals at other firms on a
daily basis, the opportunity to meet colleagues face-to-face is
especially important."

Ms. Simpson said that response to the new organization has been
excellent.  The group hosted its first social event in May, and
many attendees commented to Simpson that they were delighted to
meet colleagues with whom they had worked with for years, but had
never met in person.

The HABP governing board includes paralegals and an attorney from
several leading Houston law firms.  Board members include:
President and Chairman Turea Simpson, HWA; Vice President Kinni
Saldana, The Law Office of Pamela L. Stewart;  Secretary Tina
Pavlock, HWA; Treasurer Sandra Olivarez, HWA;  Assistant Treasurer
Karen Dockens, HWA;  Parliamentarian Casey Mucha, Fulbright &
Jaworski L.L.P.;  Mentorship Committee Chair Yola Galvin, Jackson
Walker, L.L.P.;  Membership Committee Chair Mary Shiloh, Butler &
Hailey, P.C.;  Newsletter Editor Dru Graves, Adair & Myers,
P.L.L.C.; and Board Advisor Marjorie Britt of Britt and Catrett,
P.C.

The HABP has attracted more than 40 members since Ms. Simpson
introduced the organization in April.  The HABP offers several
levels of membership, including voting and non-voting levels, with
annual dues of $50.  All membership dues have been waived for 2009
applications.  Additionally, the HABP has received significant
sponsorship.  Businesses that currently support the group include:
Waldron & Schneider, L.L.P., Robert Half Legal, Hughes Watters
Askanase L.L.P., Britt & Catrett, P.C., and Mach 5 Couriers Inc.
Apart from banner and representative recognition at HABP events,
sponsors will enjoy Web site recognition and advertising space
when the HABP publishes its official Web site.

According to Ms. Simpson, the HABP plans to maintain an active
schedule of events and programs.  Plans include monthly Continuing
Legal Education events with guest speakers, an annual conference,
pro bono opportunities, a peer-to-peer training and mentorship
program, and an online job bank.  HWA partner Dominique Varner
spoke at the group's first CLE event on June 12, during which she
discussed "Proofs of Claim: How to Protect Creditors' Rights."
Other guest speakers scheduled for this year include: Diane
Livingstone, assistant U.S. Trustee; Hugh M. Ray, partner at
Andrews & Kurth, L.L.P.; and The Honorable Judge Jeff Bohm, United
States Bankruptcy Judge.

Ms. Simpson said the HABP board has been actively seeking several
accreditations and affiliations that will connect the organization
to both state and national resources.  Ms. Simpson is petitioning
the Texas Board of Legal Specialization to begin the process that
would allow paralegals to become certified as bankruptcy
paralegals.  She has also applied for a National Association of
Legal Assistants Affiliation that will give the HABP a vote within
NALA, access to national continuing education conferences, and the
opportunity to promote the HABP on the NALA Web site.

Ms. Simpson plans to expand the HABP statewide and nationally
within coming years.  "This organization is being a model for
other organizations," Ms. Simpson said.  "I set the bar high for
everything I do."

A Houston native, Ms. Simpson has been a bankruptcy paralegal for
Janet Northrup, Of Counsel with Hughes Watters Askanase L.L.P.,
for the past eight years and has been in the bankruptcy field for
over 10 years.  Ms. Simpson has been a certified bankruptcy
assistant since 2007 and is an active member of the American
Bankruptcy Judicial Assistants.  On the Net: http://www.hwa.com/

         About Houston Association of Bankruptcy Paralegals

Established in April 2009, The Houston Association of Bankruptcy
Paralegals offers members monthly CLE events, an annual
conference, opportunities for pro bono work, a mentorship program
and an online job bank.  For further information on the HABP,
please contact Simpson at tsimpson@hwa.com or phone 713-328-2833.


* Lehman, AIG, Citi Fees Comprise 10.7% of Weil's Revenues
----------------------------------------------------------
Stephen Karotkin, Esq., a member of Weil, Gotshal & Manges LLP,
said fees for services to Lehman Brothers, American International
Group and Citigroup represent a combined 10.7% of the firm's
annual gross revenues for the last 12 months (LTM).

Mr. Karotkin made the disclosure in a Supplemental Affidavit and
Disclosure Statement filed on his firm's behalf in the bankruptcy
cases of General Motors Corporation, pending before the U.S.
Bankruptcy Court for the Southern District of New York.  General
Motors is seeking Court approval to hire Weil as its general
counsel.

According to the signed affidavit, Weil's major clients are:

                              Percentage of
                              Revenues for LTM
                              ----------------
      Lehman Brothers             6.6%
      General Electric            3.2%
      Thomas H. Lee Partners      2.7%
      AIG                         3.0%
      Microsoft Corporation       0.9%
      Citigroup                   1.1%

Nate Raymond at The American Lawyer says Weil may collect more
than $25,000,000 in fees from AIG.  Weil is representing AIG in
connection with the company's global divestiture and restructuring
program.  Since early 2008, Weil has worked with AIG to develop
legal strategies addressing litigation, financial auditing,
reporting, and regulatory compliance issues concerning the
company's write-downs of hard-to-value, illiquid credit default
swaps of mortgage- and asset-backed securities.

"Exactly what dollar amount that equals is unclear.  But back-of-
the-envelope math suggests the fees are at least $25 million to
$36 million, if not more," Mr. Raymond says.

"Weil's filing says Lehman Brothers made up 6.6 percent of its
revenue in the last year.  Weil has already submitted a
$55 million bill for its work on the Lehman case between
September 15 to January 31.  A little cross multiplication, then,
would put its AIG fees easily in excess of $25 million.

"And that's erring on the low side since our calculation doesn't
factor in what Weil earned in the months before Lehman melted down
or its work since February.

"It also ignores Weil's 2008 revenues.  Last year, it earned
$1.23 billion, up 4.75 percent.  Quick multiplication puts AIG
fees at more than $36 million.

"But again, that too likely undervalues the bill, since Weil's
bankruptcy work is booming and the firm will probably close the
year with higher revenue.  In a March memo obtained by The
American Lawyer, Weil said its "overall level of business has
remained strong and is expected to remain strong when the economy
'normalizes.'"

AIG in its quarterly report filed in May 2009 disclosed incurring
$274,000,000 in exit expenses which include consulting and other
professional fees related to (i) asset disposition activities,
(ii) AIG's debt and capital restructuring program with the Federal
Reserve Bank of New York and the U.S. Department of the Treasury
and (iii) unwinding most of AIGFP's businesses and portfolios.
AIG expects exit costs to total $700,000,000.

Senior members of the Weil Gotshal team includes partners Michael
Aiello, Matthew Gilroy, Marcia Goldstein, Joseph Allerhand, Robert
Carangelo and Jason Smith.

Mr. Raymond says AIG also has engaged Sullivan & Cromwell, Simpson
Thacher & Bartlett and Sidley Austin, among others.  None of their
fees are known, he adds.

Weil earned $54,000,000 from GM before the bankruptcy filing.

Mr. Karotkin filed the affidavit to disclose potential conflicts
of interest in connection with the GM engagement, as required
pursuant to Sections 327, 328(A), 329 and 504 of the Bankruptcy
Code, and Rules 2014(A) and 2016(b) of the Federal Rules of
Bankruptcy Procedure.


* Leonard Goldberger Appointed to INSOL Committee
-------------------------------------------------
Leonard P. Goldberger, Esq., a Stevens & Lee shareholder, has been
appointed to the INSOL International Technical Programme
Committee, a group of only 16 insolvency practitioners worldwide.
The group will plan the program for the 2010 INSOL International
Europe/Africa/Middle East Regional Conference in Dubai.  In
December 2008, Mr. Goldberger successfully completed INSOL
International's inaugural Global Insolvency Practice Course, with
honors, and became an INSOL fellow.

INSOL International is a world-wide federation of national
associations for accountants and lawyers who focus their practices
on turnaround and insolvency.  There are currently 40 member
associations world-wide with over 10,000 professionals
participating as members of INSOL International.

Mr. Goldberger has over 32 years of experience practicing business
bankruptcy law.  He represents insurers in asbestos, mass tort and
environmental bankruptcy cases and works with domestic and foreign
investors in the acquisition and financing of financially-
distressed businesses.

A former Vice President, Director and Executive Committee member
of the American Bankruptcy Institute, Mr. Goldberger was also the
Chair of the American Bar Association's Committee on Insurance
Coverage Subcommittee on Insolvency, and a member of the ABA's
Litigation Section and its Tort Trial and Insurance Practice
Section.

Mr. Goldberger has lectured and written extensively on bankruptcy
law topics and currently serves on the editorial board of the
American Bankruptcy Institute Journal.  He has appeared as a guest
commentator on CourtTV.

Mr. Goldberger received a J.D. from Villanova University School of
Law and a B.A., summa cum laude, from Temple University.

                       About Stevens & Lee

Among the 200 largest law firms in the nation, Stevens & Lee --
http://www.stevenslee.com-- is part of a multidisciplinary
professional services platform which also consists of a FINRA-
licensed investment bank, a D&O and E&O insurance risk consulting
business, a swap and derivative advisory business, federal and
state lobbying units, a health care risk consulting business and a
government incentives and sales and use tax consulting business.

The firm's 240 multidisciplinary professionals represent clients
throughout the Mid-Atlantic region and across the country from 15
offices in: Philadelphia, Reading, Harrisburg, Valley Forge,
Lancaster, the Lehigh Valley, Scranton and Wilkes-Barre,
Pennsylvania; Princeton and Cherry Hill, New Jersey; Wilmington,
Delaware; New York City and Charleston, South Carolina.


* NasTrac Says Tool Repossessions Rising Dramatically in Q1 2009
----------------------------------------------------------------
Repossessions and liquidations of construction equipment nearly
tripled in the first quarter of 2009, as did machine tool
repossessions, as compared to the same quarter of 2008, according
to Nassau Asset Management's NasTrac Quarterly Index.  The
figures, culled from the company's activity reports for both
repossessions and orderly liquidations, show the dramatic effect
of the economy on the construction, manufacturing and
transportation industries, even as signs surface of a possible
economic turnaround.

Machine tool repossessions have undergone a steady and continuous
increase since the third quarter of 2007, according to Nassau's
records.  Truck repossessions processed by Nassau increased
slightly, by approximately two percent in Q1 2009, as compared to
the same period in 2008.

"We have said in the past that a spike in the machine tool sector
reflects the true economic condition," said Ed Castagna, president
of Nassau Asset Management. "That may no longer be true, because
the bankruptcy proceedings for Chrysler and GM have clouded the
picture for the machine tool sector. With so many machine tools in
use by these reorganizing businesses, it is less clear if the
spike we saw in the first quarter of 2009 is caused by the failing
automakers and their subcontractors, or by the overall underlying
economy."

Mr. Castagna continued, "It is Nassau's opinion that, since the
spike is so drastic, the burst of the automotive bubble is the
reason.  If that is true, the increase in activity is more of a
result of a single industry facing problems and not a sign of
overall negativity in the economy."

"What the automotive industry is to machine tools, the
homebuilding sector is to construction equipment," Mr. Castagna
added.  "Clearly, the current rise in construction activity shows
the continued problems faced by the homebuilding industry.  The
housing decline first deeply affected the truck sector and it is
now reaching into the construction equipment category.

"We have stated in the past that the funding of new projects by
moneys in the stimulus package would take some time to have an
effect.  Nassau believes the increase in repossession activity
indicates that these funds have yet to reach their targeted
audiences with the speed and impact that was planned.  Obviously,
our statistics indicate there is a buyer's market in the trucking,
construction and machine tool sectors and the good news is that
people continue to buy on the secondary market."

               Trucking Repossessions and Liquidations

Repossession figures for trucks and tractor trailers increased
slightly by two percent in the first quarter of 2009, as compared
to the same period in 2008, remaining at a very high level of
activity.  This appears to mirror the continued steady struggles
in the economy, as stated in the Beige Book report issued by the
Federal Reserve in April.  In that report, several districts
within the Federal Reserve reported that the low demand for
trucking meant that companies continued to trim their fleets and
their workforces.

In a report from the U.S. Department of Transportation, its
freight transportation services index for March 2009 fell 3.3
percent from its February level, to its lowest level in more than
six years.  That decrease was the largest monthly drop for any
month since March 2000.

It still appears that fuel prices are not affecting freight
transportation.  Even as gas and diesel prices increase, they are
still far below last year's highs and the Energy Department
predicts that diesel will average $2.26 a gallon in 2009, down
from the $3.80 average of last year.

                         Other Repo Trends

Nassau's latest NQI compares the company's internal repossession
and orderly liquidation activity in the first quarter of 2009 with
the same period of 2008.  In addition to reporting on truck
volume, the latest NQI revealed these trends:

Construction Repos Increased Significantly -- Construction
equipment repossessions in Q1 2009 nearly tripled from the totals
for Q1 2008.  This sector continued to be hit hard in the first
part of the year by the struggles in the housing industry and the
decline in nonresidential construction.

While some experts believe the housing market is beginning to
exhibit a slight turnaround, thanks to low prices sparking
interest among buyers, the glut of homes currently on the market
is reducing the need for additional construction.

Meanwhile, the Architecture Billings Index, a leading indicator of
U.S. nonresidential construction, has begun to exhibit signs of
renewed interest in building projects in the past two months.
However, contrary to that data, in a poll of the members of the
American Institute of Architects, which issues the Billing Index,
respondents reported continued pessimism for their own future
outlook.  This suggests that any signs of positive activity are
restricted to specific areas or larger companies, and have not
produced enough momentum to improve conditions in the construction
equipment sector as a whole.

Machine Tool Repos Increased Dramatically -- Repossessions of
machine tool equipment in Q1 2009 increased by threefold over the
same quarter of 2008, reflecting the ongoing struggles in the
sector.

According to a report by AMT (The Association for Manufacturing
Technology) and AMTDA (the American Machine Tool Distributors'
Association), U.S. manufacturing technology consumption in
February 2009 declined 62.4% from the total for February 2008, and
the year-to-date total for 2009 was down 66.2% compared to 2008.

This data reflects the significant impact on the economy of the
problems faced by Chrysler and GM in the last two quarters. While
other economic sectors may be showing signs of life, that was not
enough to overcome the damage done by the auto industry. It
remains to be seen if the various actions taken by Chrysler and GM
as part of their reorganization plans will provide any relief to
this category.

Medical Equipment Repos Decreased From Q1 08 -- Data in the NQI
showed repossessions of medical equipment in 2009 declined by
approximately 33% from the same quarter of 2008.

                             About NQI

NQI reports on Nassau's internal repossession and orderly
liquidation activity in a given quarter compared to the same
quarter the previous year or to previous quarters in the same
year.  The results must be viewed over several quarters to
establish trends.

                           About Nassau

Nassau Asset Management of Westbury, New York, has been providing
full-service asset management, including asset recovery,
collections, remarketing, plant liquidations, and appraisals for
more than 25 years to the equipment finance industry.  On the Net:
http://www.nasset.com/or call 1-800-4.NASSAU


* New Home Sales Unexpectedly Decline 0.6% in May
-------------------------------------------------
Sales of new homes unexpectedly fell 0.6 percent in May to an
annual rate of 342,000, compared with a revised 344,000 for April,
the U.S. Commerce Department reported June 24.  The median price
for a new home was 3.4 percent lower than last year, the report
said.


* Paying Preference Settlement Revives Released Guarantee
---------------------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. Court of Appeals
in San Francisco ruled June 23 that if a creditor settles a
preference claim, the payment revives a previously released
guarantee,

Courts and commentators previously said that a judgment for a
preference revives a guarantee.  The 9th Circuit in San Francisco
disagreed with a treatise and followed a ruling from a sister
court of appeals to say that a settlement likewise revives a
guarantee, just like a judgment.

The Court of Appeals ruling in SNTL Corp. v. Centre Insurance Co.
(In re SNTL Corp.), Case No. 08-60001, also answered a question
left open by a 2007 decision from the U.S. Supreme Court.  The San
Francisco appeals court held that an unsecured creditor has a
valid claim for post-bankruptcy attorneys' fees if the underlying
contract provides.

Mr. Rochelle relates that in Travelers Casualty & Surety Co. of
America v. Pacific Gas & Electric Co., the Supreme Court held that
an unsecured creditor's pre-bankruptcy counsel fees are valid
claims if the contract says so.

Bill Rochelle said the 9th Circuit didn't write its own opinion;
instead, it adopted the opinion that U.S. Bankruptcy Judge Dennis
Montali wrote as an appellate judge on the Bankruptcy Appellate
Panel for the 9th Circuit.


* BOOK REVIEW: Instincts of the Herd in Peace and War
-----------------------------------------------------
Author: Wilfred Trotter
Publisher: Beard Books
Softcover: 264 pages
List Price: $34.95
by Henry Berry

Instincts of the Herd in Peace and War examines how individuals
become involved in social groups and how this affects their
involvement in a nation, the ultimate social group.  According to
Trotter, human beings are, by nature, "gregarious," and their
gregariousness is instinctive.  Consequently, individuals are
compelled to attach themselves to a primary social group and
assume a role within it.  Individuals may form attachments to
other groups and take different or modified roles within them, but
it is their attachment to, identification with, and role within a
primary group that lends them their personal identity, sense of
purpose, and sense of self-worth and fulfillment.

Although a nation is the ultimate group, it becomes the primary
social group only in the case of war.  To Trotter, war and peace
are not mutually exclusive social states.  They form a continuum
of historical social states that comprise the entirety of all
possible social states.  There can be no utopias, nor can there be
eternal wars.  The flow of events brings periods of peace and war.
The events in Europe preceding World War I -- the period during
which Trotter wrote the first edition of his book -- were a test
case for the author's observations and conclusions. The people of
England, France, Germany, and other European nations became
focused on defending their nations against external enemies.
Societies (i. e., nations) underwent upheaval as their people
turned from limited involvement with smaller social groups to
large-scale involvement in national defense.

Trotter's book is recognized as a classic in the field of
sociology, a relatively new science in the latter 1800s and early
1900s.  Trotter and others sought to understand the group dynamics
of democratic societies, which were replacing the class structure
of aristocratic, hierarchal societies.  Trotter also sought to
counter the misleading effects of psychology, especially the
influence of Freudian psychology, which saw individuals as
influenced mostly by inner, largely subconscious feelings and
experiences.

Trotter argues that psychology is not an independent field. Says
the author, "The two fields -- the social and the individual --
are absolutely continuous; all human psychology, it is contended,
must be the psychology of associated man, since man as a solitary
animal is unknown to us . . . ."  Even a hermit is born in
society; and society has an interest in hermits for what they may
reflect about conditions of society.

This reprint is the second edition of Trotter's classic work.  The
second edition includes the author's 45-page "Postscript of 1919,"
assaying the conditions of peace after World War I had ended.
"With the cessation of war this great stream of moral power [in
defending the nation] began rapidly to dry up at its source,"
observes Trotter.  He proffers that the aim of statecraft is
keeping this "great stream of moral power" in times of peace.  He
believes that the progressive evolution of society can be
accomplished by a "scientific statecraft [applying] the intellect
as an active factor in the direction of society."

While basically a work of sociology, Trotter's book can be a
picture of individual and group behavior for leaders in any
organization where motivation, unity, and progress are important.
This includes business leaders, especially leaders of larger
companies with multiple business sites and different employee
segments.  Business leaders will immediately grasp the truth and
relevance of the author's view of society and glean from it
essential lessons and leadership principles, practices, and goals.
Wilfred Trotter (1872-1939) was an English surgeon as well as an
influential sociologist.



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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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