TCR_Public/090630.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 30, 2009, Vol. 13, No. 179

                            Headlines

411 GIBBS BORO: Case Summary & 15 Largest Unsecured Creditors
ALERIS INT'L: CAL Assumes 1-Year Pact with Thomas Werner
ALERIS INT'L: Court Accepts Deloitte Hiring, Trustee's Comments
ALERIS INT'L: Gets Court Nod to Enter Into Derivative Transactions
ALERIS INT'L: Seeks to Establish Assets Sale Protocol

ALERIS INT'L: Seeks to Reject Sprague Energy Agreement
ALEXANDER TENT: Voluntary Chapter 11 Case Summary
ALLEN ZARING: Case Summary & 10 Largest Unsecured Creditors
AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'RD'
AMERICAN INT'L: May Face More Losses in Unit's Sr. CDS Portfolio

AMERICAN INT'L: Chinatrust Mulls Buying Taiwan Life Unit
AMF BOWLING: S&P Raises Corporate Credit Rating to 'B-' From 'CC'
ANEKONA LLC: Case Summary & 12 Largest Unsecured Creditors
ANTARES LLC: Case Summary & 3 Largest Unsecured Creditors
ARCHANGEL DIAMOND: Faces Involuntary Chapter 7 Petition in Colo.

ARIES MARITIME: Covenant Default, Loss Cue Going Concern Doubt
ARVINMERITOR INC: Files Annual Report for Two Employee Plans
ARVINMERITOR INC: Sells Ride Control Products to OpenGate Capital
ARVIZU ADVERTISING: Files for Chapter 11 Bankruptcy Protection
ARVIZU ADVERTISING: Case Summary & 20 Largest Unsecured Creditors

ASARCO LLC: Asks Court to Subordinate Parent's $516-Mil. Claim
ASCENDIA BRANDS: To Take C$455,000 to Settle With Shoppers Drug
ASHLEY GLEN: Files for Chapter 11 Bankruptcy Protection
ASHLEY GLEN: Case Summary & 12 Largest Unsecured Creditors
AVIZA TECHNOLOGY: Has Until July 1 to Tap Banks' Cash Collateral

AVIZA TECHNOLOGY: Has Until July 10 to File Schedules & Statements
BALLY TOTAL: Waterways Plaza Wants Claim Allowed for $173,000
BEAR STEARNS: Ex-Managers' Trial Delayed Until October
BERNARD MADOFF: Sentenced to 150 Years in Prison
BERNARD MADOFF: Victim Rejects $229,000 SIPC Settlement Offer

BILLIE WEBB: Case Summary & 11 Largest Unsecured Creditors
BISON BUILDING: Case Summary & 37 Largest Unsecured Creditors
BLUFFS LLC: Owes $44.2-Mil. to Secured Lenders
BON-TON STORES: Fitch Affirms Issuer Default Rating at 'B-'
CAPE FEAR BANK: Closure of Bank Unit Prompts Bankruptcy Filing

CARROLS CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
CASTILLA MARKET: Case Summary & 2 Largest Unsecured Creditors
CATALYST PAPER: Refinancing Alternatives Cue S&P to Junk Ratings
CENTERSTONE DIAMONDS: Wants Access to Cash Securing FCC LLC Loan
CENTRAL PACIFIC: Fitch Downgrades Issuer Default Ratings to 'B'

CHINA LOGISTICS: Restates 2007 Annual, 2008 Quarterly Reports
CHRYSLER LLC: Kramer Levin Also Represents GM Creditors Panel
CHRYSLER LLC: 5 Committee Members Resign Following Sale to Fiat
CHRYSLER LLC: Fiat CEO Reports Progress on New Chrysler
CHRYSLER LLC: Fiat-Owned Co. Opposes GM's Assumption of Contracts

CHRYSLER LLC: GMAC to Suspend Financing for Some Dealers
CHRYSLER LLC: Government Control to Hurt Business, Says Former CEO
CHRYSLER LLC: Jones Day Bills $12.4-Mil. for 1-Month Work
CHRYSLER LLC: Seeks Open-Ended Deadline to Remove Civil Actions
CHRYSLER LLC: Tooling Disputes to Block Production of New Cars

CHRYSLER LLC: Unsecured Creditors May Get De Minimis Recovery
CINCINNATI BELL: S&P Assigns 'BB' Rating on $210 Million Facility
CINCINNATI BELL: Files Annual Report for Two Employee Plans
CINCINNATI BELL: Revolver Maturity Date Moved to August 2012
CIRCUIT CITY: Has Streambank as IP Assets Sales Consultant

CIRCUIT CITY: EDC Seeks to File Tardy Proof of Admin. Claim
CIRCUIT CITY: Court OKs Pact on Insurance Unit's Liquidation
CITIZENS REPUBLIC: Goodwill Charge Won't Affect S&P's 'BB-' Rating
CITIZENS REPUBLIC: Moody's Reviews 'Ba1' Subordinated Debt Rating
CITY OF GILMER: Moody's Keeps Ba1 Underlying Rating on $7MM Debt

CLOVERLEAF ENTERPRISES: May Buy Back Rosecroft Raceway
CONEXANT SYSTEMS: Files Annual Report for Retirement Savings Plan
COPIA: Court Lets Chapter 11 Bankruptcy Case to Proceed
CRESCENT RESOURCES: Court Approves Garden City as Claims Agent
CUBIC ENERGY: Wells Fargo Waives $12.5MM Payment Until Sept. 1

CURRENT RIVER: Files for Chapter 11 Bankruptcy Protection
CYRUS PARSA: Case Summary & 20 Largest Unsecured Creditors
DAN MOSER COMPANY: Case Summary & 19 Largest Unsecured Creditors
DELPHI CORP: Deloitte Wins Court Nod to Cancel Services
DELPHI CORP: Computer Sciences Sues for Breach of Services Pact

DELPHI CORP: To Close Vandalia Plant, Lay Off 116 Workers
DELPHI CORP: DSRA Retains Krieg Devault to Fight for Pensions
DOMINO'S PIZZA: Unit Secures $50-Mil. L/C Facility with Barclays
EARTH SEARCH: Malone & Bailey Raises Going Concern Doubt
EDDIE BAUER: Can Hire Kurtzman Carson as Claims and Noticing Agent

EDDIE BAUER: Wants a 35-Day Extension for Filing of Schedules
EDDIE BAUER: Wins Court Approval to Auction Assets
EMPIRE METAL: Files for Chapter 11 Bankruptcy Protection
FALLS VILLAGE GOLF: Case Summary & 18 Largest Unsecured Creditors
FILENE'S BASEMENT: Fendi May Continue Trademark Suit

FORD MOTOR: To Boost Output; Expects to Top June Sales
FORD MOTOR: Files Annual Report for Two Employee Plans
FORT WAYNE: U.S. Trustee Appoints 10-Member Creditors Committee
FREDDIE MAC: Files May 2009 Monthly Volume Summary
FRIEDMAN'S INC: Plan Takes Effect, Makes Initial Payouts

G&S METAL: Files for Chapter 11 Bankruptcy Protection
GENARO MENDOZA: Final Hearing on Cash Collateral Set for July 1
GENARO MENDOZA: Has Until July 3 to File Schedules and Statement
GENERAL MOTORS: Court Grants Final OK for $33.5-Bil. DIP Loans
GENERAL MOTORS: Court Grants OK for Use of $1.5BB Cash Collateral

GENERAL MOTORS: Creditors Panel Object to 363 Sale to Govt.
GENERAL MOTORS: Kramer Levin Also Represents Chrysler Creditors
GENERAL MOTORS: To Halt Production of Pontiac Vibe in August 2009
GENERAL MOTORS: Selects 2 Michigan Plants for Small Car Operations
GENERAL MOTORS: To Sign Back-Up Opel Deals With RHJ & Beijing Auto

GENERAL MOTORS: Australian Unit to Cut More Costs
GENERAL MOTORS: To Cut More Than 6,000 Jobs Before Yearend
GENERAL MOTORS: Maintains $50-Mil. Advertising Budget
GENERAL MOTORS: Bid to Assume Contracts with Chrysler Challenged
GETTY IMAGES: S&P Changes Outlook to Stable; Affirms 'BB-' Rating

GLOBAL CASH: Share Repurchase Won't Affect S&P's 'BB-' Rating
GOLDEN EAGLE INT'L: Board Approves Amendments to Bylaws
GOLDEN EAGLE INT'L: Golden Eagle Mineral Acquires Debenture
GOODCRANE CORP: Wants Schedules Filing Extended Until July 20
GRANITE & MARBLE: Case Summary & 20 Largest Unsecured Creditors

HAO NGUYEN: Case Summary & 20 Largest Unsecured Creditors
HAWAII SUPERFERRY: Committee Objects to Abandonment of 2 Ferries
HAWAII SUPERFERRY: Wants Schedules Filing Extended Until July 14
HAWAIIAN TELCOM: Kirkland's $2.3MM Fees for Dec.-March Okayed
HATTIE CRANE: Has Until July 1 to File Schedules and Statements

HCNRC REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors
HEADWATERS INC: Obtains Covenant Relief From Lenders
HEIDTMAN MINING: Has Until July 27 to File Schedules & Statement
HOVNANIAN ENTERPRISES: Fails to Appoint Advisory Directors
HUNTGAIN LLC: Has Until July 6 to File Schedules and Statement

ICTS INTERNATIONAL: Losses, 9/11 Suit Prompt Going Concern Doubt
INTERLAKE MATERIAL: Court Approves $3.2-Mil. Asset Sale
INTERLAKE MATERIAL: Courts Sets July 29 J&D General Bar Date
INTERLAKE MATERIAL: J&D Files Schecules of Assets and Liabilities
INTERLAKE MATERIAL: Sale of J&D Assets to Interlake Mecalux OK'd

ION MEDIA: New Financing Proposal Doesn't Require $150MM Roll-Up
INTERMET CORP: Declares Revstone as Winning Bidder
JACK DRUMMOND: Case Summary & 2 Largest Unsecured Creditors
JENNIFER CHAN: Proposes Greenberg & Bass as Bankruptcy Counsel
JENNIFER CHAN: Wants Filing of Schedules Extended Until July 10

JOHN GONZALEZ: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Judge to Rule if 'Gift Plan' Complies with Law
KB TOYS: Court Denies Committee's Bid to Sue Execs., Officers
KDH DASH ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors
KEMET CORP: Unveils Preliminary Results of Tender Offer

KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1/LD'
KORTHION CORP: Case Summary & 19 Largest Unsecured Creditors
LEVEL 3: Fitch Downgrades Rating on Convertible Notes to 'CC/RR6'
MAGNA ENTERTAINMENT: MEC Pennsylvania to Consult Cannery Casino
MAGNA ENTERTAINMENT: Won't File Quarterly Reports While in Ch. 11

MAGNA ENTERTAINMENT: Committee Taps Faskens as Canadian Counsel
MARK THOMPSON-BULLOCK: Case Summary & 20 Largest Unsec. Creditors
MCCLATCHY COMPANY: Exchange Offer Cues Fitch's Rating Actions
MCSTAIN ENTERPRISES: U.S. Trustee Picks 6-Member Creditors Panel
MEGOLA INC: Schwartz Levitsky Raises Going Concern Doubt

MID AMERICA: Wants Additional 35 Days in Schedules Filing Deadline
MIDWAY GAMES: Warner Brothers Emerges as Sole Bidder
MILACRON INC: Court Approves $175MM Sale to Investor Group
MMM HOLDINGS: Moody's Upgrades Senior Debt Ratings to 'B2'
METROMEDIA INT'L: Taps Greenberg Taurig as Bankruptcy Counsel

MODINE MANUFACTURING: Files Annual Report for Two Employee Plans
MODINE MANUFACTURING: Annual Shareholders Meeting on July 23
MPI EAGLES: Wants Berger Singerman as General Bankruptcy Counsel
MPI EAGLES: Proposes to Hire Foltz Martin as Bankruptcy Counsel
NAPLES GOLF: Case Summary & 20 Largest Unsecured Creditors

NEWARK GROUP: Wachovia, ABL Lenders Extend Forbearance to July 31
NORTH CREEK INVESTORS: Case Summary & 15 Largest Unsec. Creditors
NOVASTAR FINANCIAL: Has Tentative Deal on HQ Lease Dispute
NUKOTE INTERNATIONAL: U.S. Trustee Picks 9-Member Creditors Panel
NUKOTE INTERNATIONAL: Proposes to Hire H3GM as Bankruptcy Counsel

O'CHARLEY'S INC: S&P Changes Outlook to Stable; Keeps 'B+' Rating
OFFUTT AFB: Moody's Downgrades Ratings on Revenue Bonds to 'Ba3'
OPTI CANADA: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
OTTER TAIL: S&P Assigns 'BB+' Rating on $50 Million Senior Notes
PACIFIC CENTREX: Case Summary & 20 Largest Unsecured Creditors

PAUL CANOVALI: Case Summary & 19 Largest Unsecured Creditors
PATIENT SAFETY: Appoints McFarland and Chase as Directors
PENINSULA CLEAR: Taps Barron Newburger as General Bankr. Counsel
PERRIS GARDEN: Case Summary & Three Largest Unsecured Creditors
PETER LONTAI: Voluntary Chapter 11 Case Summary

PHOENIX ASSOCIATES: 'Attacks' from Shareholders Forced Bankruptcy
PHOENIX COS: S&P Assigns 'B+' Senior Unsecured Debt Rating
PPA HOLDINGS: Files for Chapter 11 in Santa Ana
PRIMEDIA INC: S&P Downgrades Corporate Credit Rating to 'B+'
PROPROPERTIES GP: Case Summary & 11 Largest Unsecured Creditors

PPA HOLDINGS: Case Summary & 17 Largest Unsecured Creditors
PROSPECT HOMES: Wants to Obtain DIP Financing from Joseph R. Audi
PROSPECT HOMES: Has Until July 2 to Files Schedules & Statements
PSYSTAR CORP: Court Lifts Automatic Stay; Apple Lawsuit to Proceed
RATHGIBSON INC: S&P Downgrades Corporate Credit Rating to 'CC'

RAYMOND PORTER: Insouth Bank Opposes Use of Cash Collateral
RAYMOND PORTER: Everbank Allows Cash Collateral Use Until July 21
RAYMOND PORTER: Proposes Gotten Wilson as Bankruptcy Counsel
RSC EQUIPMENT: S&P Downgrades Ratings on $400 Mil. Notes to 'BB-'
RSC EQUIPMENT: Upsizing on Notes Won't Affect Moody's 'B3' Rating

RESTIVO AUTO BODY: Case Summary & 20 Largest Unsecured Creditors
RETAIL PRO: Completes Sale of Assets to Laurus & Midsummer
ROMAN TARASIUK: Case Summary & Largest Unsecured Creditor
RYLAND GROUP: Cancels JPMorgan Revolving Credit Facility
RYLAND GROUP: Files Annual Report for Retirement Savings Plan

SAIA INC: Obtains Covenant Relief Through December 2010
SEA LAUNCH: Judge Shannon Approves First-Day Motions
SEMANTRA INC: Files for Chapter 11 Bankruptcy Protection
SENSUS METERING: S&P Puts BB Rating on $70MM Credit Facility
SOUTHERN ROAD BUILDERS: Case Summary & 3 Largest Unsec. Creditors

SPECTRUM BRANDS: Court Approves $1.15MM Sale of Livingston Assets
SPEIDEL: Files for Chapter 7 Bankruptcy
STANFORD INT'L BANK: Owner Pleads Not Guilty; Not Flight Risk
STANFORD INT'L BANK: SFG Receiver Must Sell Assets to Stem Losses
STONE INVESTMENT: Debenture Holders Waive Covenant Defaults

SUNRISE SENIOR: Faces Breach of Contract Suit by HCP
SYNCORA GUARANTEE: S&P Corrects Ratings on Four Medium-Term Notes
SYNOVUS FINANCIAL: Fitch Cuts Ratings on Municipal Bonds to BB-/B
TELEPLUS WORLD: Can Use Yorkville Cash Collateral Until July 15
TRACE INTERNATIONAL: Dist. Court Reverses Ruling on Trace Payments

TRONOX INC: Court Approves Key Employee Incentive Plan
TRONOX INC: Gets Court Nod to Implement Severance Program
TRONOX INC: Creditors Committee Gets OK to Hire Jefferies & Co.
TRONOX INC: Committee's Lien Challenge Period Moved to July 10
TROPICANA ENT: NJ Debtors Want Card Processors to Honor Pacts

TROPICANA ENT: NJ Debtors Settle Casino Commission Complaints
TROPICANA ENT: NJ Debtors Hire Cole Schotz as Counsel
TRW AUTOMOTIVE: JPMorgan, BofA Relax Covenants Under $2.5BB Loan
UCBH HOLDINGS: Fitch Downgrades Issuer Default Rating to 'B+'
UNITED AIR: Moody's Assigns 'B2' Rating on $175 Mil. Senior Notes

UNITED AIR: S&P Assigns 'B+' Rating on $175 Mil. Secured Notes
UPPER VALLEY INVESTMENTS: Voluntary Chapter 11 Case Summary
US WEB: Wants Case Dismissed; Says Company Can't be Rehabilitated
VEYANCE TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'B-'
VIASPACE INC: Amends Securities Purchase Agreement with Chang

VITERRA INC: Moody's Assigns 'Ba1' Rating on C$300 Million Notes
WIRELESS AGE: In Talks to Buy Rights to Plasma Gasification
YELLOWSTONE CLUB: Founder Wants Plan Stayed Pending Appeal

* High-Yield Corporate Bond Risk Increases in U.S.
* Home Mortgages Market Revived by JPM and Citigroup
* Jones Walker Top-Ranked in 2009 Chambers USA

* Large Companies With Insolvent Balance Sheets

                            *********

411 GIBBS BORO: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 411 Gibbs Boro, LLC
        155 Morris Avenue
        Springfield, NJ 07081

Bankruptcy Case No.: 09-26457

Chapter 11 Petition Date: June 25, 2009

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

Judge: Morris Stern

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.com

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

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

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

          http://bankrupt.com/misc/njb09-26457.pdf

The petition was signed by Saul Perlstein.


ALERIS INT'L: CAL Assumes 1-Year Pact with Thomas Werner
--------------------------------------------------------
In October 2008, Debtor Commonwealth Aluminum Lewisport LLC
entered into a letter agreement with Thomas J. Werner, whereby Mr.
Werner continued in his position as vice president of sales and
marketing of the Debtor for four months and then become a
"Special Advisor" for the duration of the term of the Letter
Agreement through September 30, 2009.

During his employment term, Mr. Werner receives a base salary of
$223,653.

The Letter Agreement provides that Mr. Werner will not compete
with the Debtor during the term of the Letter Agreement and for a
period of one year through September 30, 2010.  In consideration
for Mr. Werner's compliance with these terms, the Debtor agreed
to pay Mr. Werner a lump sum amount of $313,114 within 30 days
after the earliest of:

  (a) Mr. Werner's termination without cause;
  (b) the expiration of the terms of the Letter Agreement; or
  (c) Mr. Werner's disability.

Accordingly, the Debtor sought and obtained the U.S. Bankruptcy
Court for the District of Delaware's authority to assume the
Letter Agreement with Mr. Werner.

The Debtor avers that Mr. Werner has many valuable contacts
within the aluminum industry and close relationships with many of
its customers.  The Debtor adds that it will incur no additional
cure costs to assume the Letter Agreement.

"[Mr. Werner] is an exceptionally valuable employee to
Commonwealth, and if he leaves his employment with Commonwealth
for any reason, the Restrictive Covenants will be essential to
protect Commonwealth's customer relationships and its propriety
information," Andrew C. Irgens, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, told Judge Shannon.

No party-in-interest presented any objection to the Debtor's
request.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Court Accepts Deloitte Hiring, Trustee's Comments
---------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Aleris International, Inc., and
its debtor-affiliates to hire Deloitte Tax LLP as their tax
services provider effective as of April 6, 2009.

Aleris sought to employ Deloitte Tax, nunc pro tunc to March 18,
2009.  However, Roberta A. De Angelis, the Acting U.S. Trustee for
Region 3, argued that the Debtors presented no evidence of any
extraordinary circumstances nor did they supply any justification
to warrant the Court to grant nunc pro tunc approval of their
application to hire Deloitte Tax LLP as tax services provider.
The U.S. Trustee said Deloitte's engagement letter attached to the
application is dated March 5, 2009.  Deloitte's engagement letter
was agreed to and executed on behalf of the Debtors by Robert M.
Pence, VP on March 16, 2009.  No reasons are given for the delay
in filing the application, which was filed May 20, 2009, the U.S.
Trustee noted.

Pursuant to the Court order, the indemnification obligations of
the Debtors noted under the parties' Engagement Letter are also
approved.  The Debtors, however, will not be obligated to
indemnify Deloitte Tax for any claim that is judicially determined
to have arisen from the firm's gross negligence, willful
misconduct or bad faith.

As the Debtors' tax services provider, Deloitte Tax has agreed to:

  (a) assist in preparing tax projections on both a tax return
      and financial accounting basis;

  (b) assist with preparing a tax model determining the effect
      of Section 382 of the Internal Revenue Code attribute
      limitation rules and Section 108 of the IRC attribute
      reduction rules;

  (c) advise the Debtors concerning potential positions that are
      available with respect to the tax treatment of a plan
      reorganization;

  (d) recommend actions that may be taken by the Debtors in
      structuring a plan of reorganization and additional tax
      planning ideas; and

  (e) perform other tax services as requested by the Debtors and
      agreed to by Deloitte Tax.

The Debtors will pay Deloitte Tax for the contemplated services
based on these rates:

    Professional                        Hourly Rate
    ------------                        -----------
    Partner/Principal                     $575
    Director                              $550
    Senior Manager                        $475
    Manager                               $375
    Senior                                $325

The Debtors will also reimburse Deloitte Tax for reasonable out-
of-pocket expenses incurred in connection with the engagement.

Lee Zimet, a director at Deloitte Tax LLP, in New York, relates
that in the 90 days before the Petition Date, his firm received
$63,000 from the Debtors for services rendered prepetition.  As
of the Petition Date, the Debtors owe the firm approximately
$123,000 for prepetition services, claim to which amount Deloitte
Tax has agreed to waive, subject to the approval of the
employment application.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Gets Court Nod to Enter Into Derivative Transactions
------------------------------------------------------------------
As global producers of aluminum sheet and plate, extrusion
products, and aluminum specification alloys, and as global
recyclers of aluminum metal, Aleris International Inc. and its
affiliates are substantial consumers of raw materials.  The
Debtors' businesses are deeply affected by fluctuations in
commodity prices but as in most market sectors and by industry
conventions, the Debtors at times offer their products on a fixed
price basis as a service to the customer, according to Andrew C.
Irgens, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.  The commitment to supply aluminum-based product to a
customer at a fixed price often extends months, and sometimes
years.

Against this backdrop, to protect price margins from potential
erosion and thereby protect their cash flow and profitability,
the Debtors enter into derivative transactions to fix the price
of raw materials in relation to their fixed priced sales.

However, Mr. Irgens relates, because the Debtors have filed for
bankruptcy, they are unable to obtain open credit arrangements
and therefore, will need to enter into secured hedging
arrangements, typically by posting cash to serve as Initial and
Variation Margin.  The Debtors expect that they will need to post
up to $40,000,000 in Initial and Variation Margin for Derivatives
Transactions.

Accordingly, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to engage in
Derivative Transactions and to post collateral under the terms and
conditions set forth in the agreements governing the Derivative
Transactions.  The Debtors are also authorized to grant the
parties in whose favor they are posting collateral with respect to
Derivative Transactions first priority liens in those collateral.

The Debtors are, however, prohibited from entering into any new
Derivative Transactions if at any time the aggregate value of the
Debtors' cash posted as collateral for all Derivative
Transactions is $40,000,000 or more, subject to these terms:

  (a) If the aggregate amount of the Debtors' cash posted as
      collateral in connection with the Derivative Transactions
      at any one time exceeds $40,000,000, the Debtors will not
      enter into any new Derivative Transactions that require
      Initial Margin or Variation Margin until the aggregate
      value of the Debtors' cash posted as collateral has
      remained below $40,000,000 for a period of 10 days or
      more;

  (b) Assurance posted, in any form, under the contracts of any
      type for the physical supply of commodities will not be
      included in calculations of the aggregate value of the
      Debtors' cash posted as collateral for all Derivative
      Transactions;

  (c) The Debtors will not treat payments made to vendors for
      the physical delivery of fixed price commodities as
      collateral subject to the cap, even where those payments
      are used by the vendor to post margin payments, so long as
      all those payments are credited toward the purchase price
      of the commodity, and the Debtors will not treat option
      premium payments, paid to purchase the rights under an
      option, as collateral subject to the cap; and

  (d) The Debtors will deliver reports of the aggregate amount
      of cash posted as collateral in connection with Derivative
      Transactions to the advisors for the Official Committee of
      Unsecured Creditors on a bi-weekly basis.

A full-text copy of the Derivatives Transaction Order is
available for free at:

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

No objections were filed against the Debtors' request to enter
into the Derivative Transactions.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Seeks to Establish Assets Sale Protocol
-----------------------------------------------------
Aleris International, Inc., and its debtor affiliates relate that
they may decide to sell some of their operations as going concern
businesses.  To ensure that they can sell their assets in a cost-
effective and efficient manner, the Debtors seek approval from the
U.S. Bankruptcy Court for the District of Delaware of two sets of
asset sale procedures:

  1. The first set of procedures applies to sales of assets out
     of the ordinary course of business having a purchase price
     of $1 million or more and creates a process for the
     approval of stalking horse bidders, bidding procedures
     governing auctions and an expedited sale approval process
     -- the Asset Sale Procedures.

  2. The second set of procedures governs the sale of assets out
     of the ordinary course of business where the purchase price
     is less than $1 million and provides for the approval of
     those sales upon notice to certain notice parties and the
     expiration of an objection period -- the De Minimis Asset
     Sale Procedures.

The Debtors believe that streamlined Sale Procedures will enable
them to seek out the highest possible purchase price for each
sale while controlling the costs of selling and marketing their
assets.

                     Asset Sale Procedures

Katherine Good, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Asset Sale Procedures are
designed to enable the Debtors to sell significant assets
relating to discontinued operations or closed facilities through
an efficient auction process.  In advance of any auction, the
Debtors may market their assets to prospective purchasers and may
enter into a purchase agreement with a stalking horse bidder if
they believe that a Stalking Horse will facilitate bidding at an
auction.  Each Stalking Horse Agreement will be subject to higher
and better offers received through a bidding process and auction.
Each Stalking Horse will be entitled to a "break-up fee" and the
reimbursement of reasonable out-of-pocket expenses in the event a
transaction with a higher bidder is consummated.  The Debtors
will file a notice of auction on the docket and will serve the
notice by overnight mail or fax.  The Notice will contain
information on how to bid at the auction and will attach the
Stalking Horse Agreement, if any.

If the Debtors elect to hold an auction with a Stalking Horse
bid, parties will have five business days to file an objection to
any proposed Stalking Horse or Break-Up Fee.  If no objections
are filed and served within that period, any Stalking Horse or
Break-up Fee will be deemed approved by the Court as though a
hearing has been held and a separate order entered.

The Debtors will file a notice of sale hearing with the Court
seeking final approval of the sale of each asset to the bidder at
an auction with the highest and best offer.  The Debtors will
also seek the Court's approval of the assumption and assignment
of certain contracts and leases that are proposed to be
transferred to the Successful Bidder in connection with the asset
acquisition.  Parties will have five business days to object to
the sale, or 10 days to object if the Debtors are assuming and
assigning contracts as part of the sale.

The Debtors will seek permission to pay the fee of any broker who
assists them in the marketing and sale of their assets by
including information about that fee in the Sale Hearing Notice.

A full-text copy of the proposed Bidding Procedures is available
for free at http://bankrupt.com/misc/Aleris_BddngProcdres.pdf

                 De Minimis Asset Sale Procedures

The Debtors also intend to market their De Minimis Assets and
enter into a purchase and sale agreement for the sale of those
assets without first seeking approval from the Court, Ms. Good
notes.

The Debtors will adapt their sale process as appropriate for each
de minimis asset and may conduct an auction, if appropriate.  Any
purchase and sale agreement for the sale of De Minimis Assets
owned by the Debtors must remain subject to higher and better
offers pending their approval by the Court, or a deemed approval
upon the expiration of a 10 business day objection period after
notice of the sale to certain notice parties.  Upon the deemed
approval, the Debtors would also be permitted to pay transaction
costs incurred in the sale and any Broker Fees charged by brokers
who assist in the sale of the assets.

In connection with the assumption and assignment of contracts and
leases pursuant to any sale of property pursuant to the Asset
Sale Procedures, the Debtors also proposed procedures for
reconciling cure amounts to be paid in connection with the
assignment of contracts included in the sale.

The Court is set to consider the Debtors' request on July 13,
2009.  Objections are due no later than July 6.

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALERIS INT'L: Seeks to Reject Sprague Energy Agreement
------------------------------------------------------
Aleris International, Inc., and Alumitech of West Virginia, Inc.,
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to reject a Natural Gas Sales Agreement
between Aleris and Sprague Energy Corp., dated as of January 20,
2006, including any and all related confirmations and amendments.
The Contract obligates Aleris and Alumitech to purchase from
Sprague a fixed quantity of natural gas at a fixed or floating
price through the end of 2009.

At the hearing, Aleris and Alumitech told the Court they seek to
reject the Contract because they are able to purchase natural gas
from another supplier at a lower price.  With the rejection of
the Contract, Aleris and Alumitech asserted they will be able to
reduce their operating costs.

Although not a party to the base contract, the amendments and
three pricing agreements, Alumitech joined in the motion because
it was named on three of the six pricing confirmations.

No party objected to the joint request for the rejection of the
Agreement with Sprague Energy.

Pursuant to the Court's Order, the rejection of the Contract is
effective as of July 1, 2009.

A full-text copy of the Contract, including all confirmations and
amendments, subject for rejection is available for free at:

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

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


ALEXANDER TENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alexander Tent Company, Inc.
        2955 Gulf Freeway
        Houston, TX 77003

Bankruptcy Case No.: 09-34420

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: James R. Clark, Esq.
                  James R. Clark & Assoc.
                  4545 Mt Vernon
                  Houston, TX 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505
                  Email: jamesrclark@swbell.net

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

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

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

The petition was signed by Robert W. Alexander, president of the
Company.


ALLEN ZARING: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Allen G. Zaring, III
        1100 Chiquita Center
        250 East Fifth Street
        Cincinnati, OH 45202

Bankruptcy Case No.: 09-14088

Chapter 11 Petition Date: June 26, 2009

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Donald J. Rafferty, Esq.
                  drafferty@ctks.com
                  Cohen, Todd, Kite & Stanford, LLC
                  250 East Fifth Street, Suite 1200
                  Cincinnati, OH 45202-4139
                  Tel: (513) 333-5243
                  Fax: (513) 241-4495

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Key Bank National                                $2,000,000
303 Broadway, Suite 1700
Cincinnati, OH 45202

National City Bank                               $1,927,111
1 East Fourth Street
Cincinnati, OH 45202

Fifth Third Bank                                 $268,500
38 Fountain Square
Cincinnati, OH 45202

Anne M. Zaring                                   $250,000

American Express                                 $8,840

Paysagistes Northland Inc.                       $7,320

February Point Resort                            $4,850

Xplornet                                         $4,850

Frank Tomkison                                   $1,802

Bahamas Telecommunication                        $181


AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'RD'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
on AMCORE Financial, Inc., to 'RD' from 'CCC' and AMCORE Bank,
N.A. to 'CC' from 'B-'.

AMFI announced that it has agreed to a Consent Order with the
Office of the Comptroller of the Currency and a Written Agreement
with the Federal Reserve System.  As a result of these regulatory
actions, AMFI is in default on its $20 million revolving line of
credit with JPMorgan Chase due April 15, 2010.  The announcement
regarding the two new regulatory actions adds to Fitch's concerns
previously noted in the last Rating Action Commentary dated Jan.
28, 2009.

The Consent Order requires increasing the bank's Tier I leverage
ratio above 8%, Tier I capital ratio above 9%, and Total Risk
Based Capital ratio above 12% by Sept. 30, 2009.  Bank level
capital ratios at March 31, 2009 were 4.62%, 6.22%, and 8.84%,
respectively.  Fitch expects that AMFI's ability to raise capital
in an amount to meet the Consent Order is extremely limited.  The
Consent Order also requires the development of a capital plan
within 30 days and a liquidity risk management program within 60
days.

The parent level Written Agreement restricts the payment of
dividends from the bank to the holding company without prior
regulatory approval, the payment of common dividends, and the
payment of interest on its $50 million of trust preferred
securities without prior regulatory approval.  AMFI is also
required to develop a capital plan and a cash flow projection.

Previous rating actions have centered on AMFI's weak asset
quality, pressured capital and parent company liquidity positions,
and increased reliance on wholesale funding.  The ratings at the
bank and holding company highlight Fitch's view that AMFI is under
significant financial pressure.

Fitch has downgraded these ratings:

AMFI

  -- Long-term IDR to 'RD' from 'CCC';
  -- Short-term IDR to 'RD' from 'C'.

AMCORE Bank, N.A.

  -- Long-term IDR to 'CC' from 'B-';
  -- Long-term deposits to 'CCC/RR3' from 'B';
  -- Short-term deposits to 'C' from 'B'.

In addition, Fitch has affirmed these:

AMFI

  -- Individual at 'E';
  -- Support at '5';
  -- Support Floor at 'NF'.

AMCORE Bank, N.A.

  -- Short-term IDR at 'C';
  -- Individual at 'E';
  -- Support at '5';
  -- Support Floor at 'NF'.


AMERICAN INT'L: May Face More Losses in Unit's Sr. CDS Portfolio
----------------------------------------------------------------
American International Group has warned that if the credit markets
continue to deteriorate, it may recognize unrealized market
valuation losses in AIGFP's regulatory capital super senior credit
default swap portfolio in future periods which could have a
material adverse effect on AIG's consolidated financial condition
or consolidated results of operations.

The period of time that AIGFP remains at risk for such
deterioration could be significantly longer than anticipated if
AIGFP's expectations with respect to the termination of
transactions in its regulatory capital portfolio do not
materialize.

A total of $192.6 billion (consisting of corporate loans and prime
residential mortgages) in net notional amount of the super senior
credit default swap portfolio of AIG Financial Products Corp. and
AIG Trading Group, Inc., and their respective subsidiaries
(collectively, AIGFP), as of March 31, 2009, represented
derivatives written for financial institutions, principally in
Europe, for the purpose of providing regulatory capital relief
rather than for arbitrage purposes.  The fair value of the
derivative liability for these CDS transactions was $393 million
at March 31, 2009.

The regulatory benefit of these transactions for AIGFP's financial
institution counterparties is generally derived from the terms of
the Capital Accord of the Basel Committee on Banking Supervision
(Basel I) that existed through the end of 2007 and which is in the
process of being replaced by the Revised Framework for the
International Convergence of Capital Measurement and Capital
Standards issued by the Basel Committee on Banking Supervision
(Basel II).  Financial institution counterparties are expected to
transition from Basel I to Basel II over a two-year adoption
period through December 31, 2009, after which they will receive
little or no additional regulatory benefit from these CDS
transactions, except in a small number of specific instances, and
therefore AIGFP expects that the counterparties will terminate the
vast majority of these transactions within the next 12 months.
The pace at which these CDS transactions will be terminated
following the transition to Basel II is affected by a number of
factors, including the credit performance of the underlying
assets.

The nature of the information provided or otherwise available to
AIGFP regarding the performance and credit quality of the
underlying assets in each regulatory capital CDS transaction is
not consistent across all transactions.  Furthermore, in a
majority of corporate loan transactions and all of the residential
mortgage transactions, the pools are blind, meaning that the
identities of obligors are not disclosed to AIGFP.  In addition,
although AIGFP receives periodic reports on the underlying asset
pools, virtually all of the regulatory capital CDS transactions
contain confidentiality restrictions that preclude AIGFP's public
disclosure of information relating to the underlying referenced
assets.  AIGFP analyzes the information regarding the performance
and credit quality of the underlying pools of assets required to
make its own risk assessment and to determine any changes in
credit quality with respect to such pools of assets.  While much
of this information received by AIGFP cannot be aggregated in a
comparable way for disclosure purposes because of the
confidentiality restrictions and the inconsistency of the
information, it does provide a sufficient basis for AIGFP to
evaluate the risks of the portfolio and to determine a reasonable
estimate of fair value.

Given the current performance of the underlying portfolios, the
level of subordination and AIGFP's own assessment of the credit
quality, as well as the risk mitigants inherent in the transaction
structures, AIGFP does not expect that it will be required to make
payments pursuant to the contractual terms of those transactions
providing regulatory relief.  Further, AIGFP expects that
counterparties will terminate these transactions prior to their
maturity.  AIGFP will continue to assess the valuation of this
portfolio and monitor developments in the marketplace.  Given the
potential for further significant deterioration in the credit
markets, there can be no assurance that AIG will not recognize
unrealized market valuation losses from this portfolio in future
periods.  AIG could also remain at risk for a significantly longer
period of time than anticipated if AIGFP's expectations with
respect to the termination of these transactions by its
counterparties do not materialize.  Moreover, given the size of
the credit exposure, a decline in the fair value of this portfolio
could have a material adverse effect on AIG's consolidated results
of operations or consolidated financial condition.

        AIG to Sell Russian Bank Subsidiary to Banque PSA

AIG has entered into an agreement to sell 98 percent of the shares
in its consumer finance operations in Russia, consisting of OOO
AIG Bank (RUS), with an option, not exercisable until mid-March
2011, for the sale of the remaining two percent, to Banque PSA
Finance SA (a 100 percent- owned subsidiary of PSA Peugeot Citroen
Group).  The transaction is subject to the satisfaction of certain
conditions, including approval by the Central Bank of Russia.

OOO AIG Bank (RUS) was established in June 2008 and currently
employs a dozen employees.  Terms of the transaction were not
disclosed.

Deutsche Bank acted as financial advisor and Debevoise & Plimpton
served as legal counsel to AIG on this transaction.  CMS in Russia
served as legal counsel to Banque PSA Finance.

                  About American International

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: Chinatrust Mulls Buying Taiwan Life Unit
--------------------------------------------------------
Chinatrust Financial Holding Co. is considering a bid for American
International Group Inc.'s life unit in Taiwan, Janet Ong at
Bloomberg News reports citing Chinatrust Chief Investment Officer
Daniel Wu.

Citing Mr. Wu in an interview on June 26, Bloomberg News relates
that the Taipei-based financial services company will decide by
July 3 if it will submit an expression of interest for Nan Shan
Life Insurance Co.

Bloomberg News recalls that Mr. Wu said in May that Chinatrust is
considering raising as much as NT$50 billion (US$1.5 billion) in
new capital to be used for acquisitions.

Nan Shan, 97.5 percent owned by AIG, had total assets of
NT$1.5 trillion as of end April, with 4 million policy holders,
and a network of 24 branches and 427 agency offices, the report
discloses.

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.


AMF BOWLING: S&P Raises Corporate Credit Rating to 'B-' From 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on AMF Bowling Worldwide Inc. to 'B-' from 'CC' and
removed the ratings from CreditWatch with negative implications,
where they were placed on May 12, 2009.  The rating outlook is
stable.

Mechanicsville, Virginia-based AMF, the largest operator of
bowling centers in the U.S., had total debt of $326 million as of
March 29, 2009.

"The upgrade reflects S&P's reassessment of AMF's creditworthiness
follows the expiration of the company's amendment to its credit
agreements," said Standard & Poor's credit analyst Hal F. Diamond,
"which permitted AMF to repurchase an unlimited amount of its term
loans with new equity from its owners at a substantial discount to
the par amounts until June 20, 2009."  S&P would have considered
such subpar repurchases to be tantamount to a default under
Standard & Poor's criteria.


ANEKONA LLC: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Anekona, LLC
        P.O. Box 1237
        Kamuela, HI 96743
        Tel: (808) 237-4100

Bankruptcy Case No.: 09-01439

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: June 26, 2009

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: William H. Gilardy, Jr.
                  wgilardy@yhpro.com
                  William H. Gilardy, Jr., AAL, ALC
                  1620 Ala Moana Blvd., Suite 510
                  Honolulu, HI 96813
                  Tel: (808) 237-4100
                  Fax: (808) 237-4101

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Wachovia Securities                              $229,781
Building 2C2
1525 W. W.T. Harris Blvd.
Charlotte, NC 28626

Department of Taxation                           $101,378
State of Hawaii
PO Box 259
Honolulu, HI 96809

Waslewater Division                              $50,946
County of Hawaii
25 Aupuni Street, Room 210
Hilo, HI 96720

McCorriston Miller Mukai MacKinnon               $38,047

Inaba Engineering                                $24,022

Kona Metro Inc.                                  $1,919

Department of water Supply                       $952

Pacific Radio Group Inc.                         $831

Dept. of Labor & Industrial Relations            $250

Big Island Television                            $118

Alihi Island Towing                              $83

Brooks Tom Porter Quitiquit LLP                  $77

The petition was signed by Brian Anderson.


ANTARES LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Antares, LLC
        411 Wisconsin Dells Parkway
        Lake Delton, WI 53940

Bankruptcy Case No.: 09-14255

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
       MLS, Inc.                                   09-14257

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin, http://www.wiw.uscourts.gov
       (Madison)

Judge: Chief Judge Robert D. Martin

Debtor's Counsel: Claire Ann Resop, Esq.
                  von Briesen & Roper, s.c.
                  3 South Pinckney Street, Suite 1000
                  Madison, WI 53703
                  Tel: (608) 441-0300
                  Email: cresop@vonbriesen.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

      http://bankrupt.com/misc/wieb09-14255.pdf

The petition was signed by Syliva M. Jakubow, managing member of
the Company.


ARCHANGEL DIAMOND: Faces Involuntary Chapter 7 Petition in Colo.
----------------------------------------------------------------
Three creditors have filed a petition against Archangel Diamond
Corporation under Chapter 7 of the U.S. Bankruptcy Code in
Colorado.

On June 4, 2009, the Company said it had entered into a non-
binding term sheet with an arm's-length party in connection with a
proposed non-brokered private placement of common shares in the
capital of the Company at a price not to exceed C$0.05 per share
for aggregate proceeds of US$13.75 million.  The funds made
available through the private placement would be used to settle
the Company's current debts, provide funds to continue pursuit of
its legal claims in Stockholm and Colorado and necessary working
capital.

On June 15, 2009, Archangel Diamond said it received notice from
the investor group that the investor has determined not to proceed
on the terms contemplated in that term sheet and has, therefore,
terminated it.

The proposed non-brokered private placement would have constituted
a "change of control" for the purposes of the policies of the TSX
Venture Exchange and the transaction would have been subject to
the approval of a simple majority of the current shareholders of
the Corporation.  The Company had expected the private placement
to close by June 30, 2009.

Archangel Diamond is a Canadian diamond company focused on
exploration and mining in Russia.  The company is listed on the
Toronto Venture Exchange (trading symbol AAD).


ARIES MARITIME: Covenant Default, Loss Cue Going Concern Doubt
--------------------------------------------------------------
Aries Maritime Transport Limited has incurred a net loss, has a
net working capital deficit and has not met certain of its
financial covenants of debt agreements with lenders.  "These
conditions raise substantial doubt about its ability to continue
as a going concern," PricewaterhouseCoopers S.A. in Athens,
Greece, said in its June 26, 2009 audit report.

The Company had $317,777,000 in total assets and $252,261,000 in
total liabilities as of December 31, 2008.

During the years ended December 31, 2008 and December 31, 2007,
the Company incurred losses of $39.8 million and $8.7 million,
respectively.  As of December 31, 2008, the Company reported
working capital deficit of $231.7 million, which includes
$223.7 million of debt reflected as current.

During the years ended December 31, 2008 and December 31, 2007,
the Company has not been in compliance with these covenants under
its facility agreement:

   -- The interest coverage ratio financial covenant, during each
      quarter of 2007 and 2008;

   -- The minimum working capital financial covenant, as at
      December 31, 2007 and during each quarter of 2008, as a
      result of the Company's outstanding borrowings being
      reflected as current;

   -- The adjusted equity ratio financial covenant, as of
      December 31, 2008; and

   -- The reduction of the outstanding borrowings from their level
      of $284.8 million as at June 11 to $200 million, by disposal
      of vessels, by August 31, 2008.

The outstanding borrowings have been reduced to $223.7 million
through the sale of three of the Company's vessels, the Arius, MSC
Oslo and Energy 1 for net proceeds of $59.6 million.

In addition, the Company expects to reduce its outstanding
borrowings to $221.4 million with net proceeds of $2.3 million
from the sale of the Ocean Hope, one of three remaining container
vessels of the Company.

Due to the current financial turmoil that has significantly
affected the industry and its vessels' values, the Company's
lenders notified it on April 9, 2009, that the Security Value of
the Company's vessels was less than the Security Requirement, as
defined in the credit agreement.  However, the Company believes
that the valuations obtained by the lenders are not valid due to
the lack of liquidity in the vessel sale and purchase market as
noted in the various disclaimers included in such valuations.

The Company is currently in discussions with the lenders regarding
the alleged breach of the Security Requirement covenant.  The
Company is also seeking waivers in respect of the covenants of
which it is in breach and to restructure its credit facility.

The Company has plans in place to improve performance and
financial strength.  These plans mainly relate to the reduction of
vessel operating expenses, the potential sales of one or more
vessels to strengthen financial position and plans for enhancing
equity capital.

On June 24, 2009, the Company signed a non-binding letter of
intent with Grandunion, a company controlled by Michael Zolotas
and Nicholas Fistes, that contemplates, among other things, the
acquisition of three Capesize drybulk carriers with an approximate
net asset value of $36.0 million in exchange for 15,977,778 newly
issued shares of Aries Maritime and a change of control of the
Company's board of directors.

However, there is no assurance that the Company will enter into
definitive agreements with Grandunion or that the Company will be
successful in achieving its objectives.

The Company noted that absent any further relaxation under the
credit facility covenants, the lenders have the ability to demand
repayment of outstanding borrowings.

The lenders notified the Company on October 27, 2008, December 24,
2008, February 6, 2009, and April 3, 2009, that certain events of
default have occurred and continue to occur.  In addition, the
lenders have advised the Company that it is not their immediate
intention to take enforcement action, but they reserve their
rights to do so.

"The Company's ability to continue as a going concern is dependent
on management's ability to reach an agreement with its lenders and
to continue to improve the performance of the Company, which
includes achieving profitable operations in the future, and the
continued support of its shareholders and its lenders," the
Company said in a Form 20-F regulatory filing with the U.S.
Securities and Exchange Commission.

A full-text copy of the Company's annual report filed on Form 20-F
is available at no charge at http://ResearchArchives.com/t/s?3e53

Aries Maritime Transport Limited is a Bermuda company incorporated
in January 2005 as a wholly owned indirect subsidiary of Aries
Energy Corporation.  Aries Maritime is an international shipping
company that owns product tankers and container vessels.  Aries
Maritime's common stock is listed on the Nasdaq Global Market
under the symbol "RAMS."  Aries Maritime's principal executive
office is at 18 Zerva Nap., Glyfada, 166 75, Greece.


ARVINMERITOR INC: Files Annual Report for Two Employee Plans
------------------------------------------------------------
ArvinMeritor, Inc., filed with the Securities and Exchange
Commission annual reports on Form 11-K for the year ended
December 31, 2008, on two employee plans:

   1. ArvinMeritor, Inc. Hourly Employees Savings Plan; and

   2. ArvinMeritor, Inc. Savings Plan

                                                     Net Assets
                                                      Available
                                                   For Benefits
                                                   ------------
   ArvinMeritor, Inc. Hourly                        $20,360,306
   Employees Savings Plan
   See http://ResearchArchives.com/t/s?3e55

   ArvinMeritor, Inc. Savings Plan                 $162,431,629
   See http://ResearchArchives.com/t/s?3e56

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.


ARVINMERITOR INC: Sells Ride Control Products to OpenGate Capital
-----------------------------------------------------------------
ArvinMeritor, Inc., reached agreement to divest another one of its
light vehicle Chassis businesses, bringing the total number of
units divested this year to three.  The Company reached a
definitive agreement to sell its Gabriel Ride Control Products
North America business to OpenGate Capital, a private equity firm.
The unit sells shock absorbers and struts.  Financial terms of the
deal were not disclosed.

The Company noted that the sale of the U.S. portion of Gabriel
Ride Control Products North America has been completed.  The
closing of the transaction for the subsidiary in Mexico will be
completed once the license agreements and pending permits have
been finalized, which the company expects will occur within two
months.  During the time that final approvals are in process, the
business will continue to serve its customers and operate as
usual.

The sale of ArvinMeritor's Gabriel Ride Control Products North
America business, along with the divestitures of Meritor
Suspension Systems Company and Gabriel de Venezuela that were
announced last week, largely complete the divestiture of Chassis
Systems.

Chairman, CEO and President Chip McClure said, "The sale of
another one of our Chassis businesses is further evidence that we
are able to execute our strategy to refocus the company on the
commercial vehicle business even in a difficult environment.
Selling the Gabriel Ride Control Products North America business,
combined with the divestitures of MSSC and Gabriel de Venezuela,
better positions us to achieve our long-term strategic objective
to concentrate on the commercial vehicle on- and off-highway
market segments for both original equipment manufacturers and
aftermarket customers."

With the sale of Gabriel Ride Control Products North America, the
company has now divested 87 percent of its Chassis operations
based on 2008 value-added sales (72 percent of total sales,
including $117 million of pass-through sales).

According to Reuters, an analyst at Barclays Capital estimated
that the Gabriel unit had about $200 million in revenue in 2008
and said the sale price would have reflected the depressed market
for auto parts at a time when production has been slashed and U.S.
auto sales are near 30 year lows.  The analyst said the sale
should be seen as positive for ArvinMeritor.

"First, it should give investors confidence that the company is
really getting some traction in its efforts to reduce the large
headwinds to margins and free cash flow from the (light-vehicle)
business," he wrote in a note for clients on Monday, according to
Reuters.  "Divesting money-losing businesses should also help ARM
with its financial covenants," he said.

                       About OpenGate Capital

OpenGate Capital -- http://www.opengatecapital.com/-- is a
private equity firm that acquires controlling interests in
businesses with solid fundamentals that exhibit opportunities for
operational improvements and growth.  Established in 2005,
OpenGate Capital has a global footprint with headquarters in Los
Angeles, California and a principal office in Paris, France.
OpenGate's team of M&A and operating professionals are experts in
acquiring, operating and building successful companies.  The
partners of OpenGate have executed over 50 transactions worldwide
ranging from corporate divestitures, turnaround acquisitions,
industry consolidations and other special situations investments
across a wide array of industries and geographical markets.

                       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.


ARVIZU ADVERTISING: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Arvizu Advertising & Promotions Inc. has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Arizona.

Arvizu Advertising founder Ray Arvizu said that the Company has
been affected by lower spending among clients, Andrew Johnson at
The Arizona Republic reports.

Arvizu Advertising listed $1 million to $10 million in assets and
debts in its bankruptcy petition.  Arvizu's creditors include CBS
Outdoor, Clear Channel Outdoor and several broadcasters.

Phoenix-based Arvizu Advertising & Promotions Inc. is an ad agency
known for its work marketing to Hispanics.


ARVIZU ADVERTISING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arvizu Advertising & Promotions, INC.
        3111 North Central Avenue #100
        Phoenix, AZ 85012

Bankruptcy Case No.: 09-14554

Chapter 11 Petition Date: June 26, 2009

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

Judge: Sarah Sharer Curley

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

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/azb09-14554.pdf

The petition was signed by Raymond Arvizu, president of the
Company.


ASARCO LLC: Asks Court to Subordinate Parent's $516-Mil. Claim
--------------------------------------------------------------
ASARCO LLC initiated an adversary complaint against Americas
Mining Corporation and certain parties on June 5, 2009, seeking
subordination of Administrative Claim No. 18571, as amended by
Claim No. 19214, asserted by AMC and Asarco Incorporated for
$516,200,000 for the Parent's alleged payment of postpetition
taxes purportedly on behalf of ASARCO LLC under a tax sharing
agreement.

The Parent amended the original claim with Claim No. 19214, with
a reduced the claim amount of $161,718,015.  The Original Claim
was asserted for $516,200,000.  ASARCO previously disputed the
allowance, priority and amount of the Parent Administrative Claim
in a separate formal written objection in early 2009.  The Claim
Objection has since been in the adversary proceeding by ASARCO
LLC against AMC and other defendants relating to Tax Sharing
Agreement.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
contends that to the extent the Parent has an allowable claim in
any amount, the Parent's entitlement to any portion of the Claim
must be equitably subordinated because the Parent has acted
inequitably to the detriment of ASARCO's creditors.

To the extent the U.S. Bankruptcy Court for the Southern District
of Texas finds in the AMC Adversary Proceeding that the Parent has
a claim, whether administrative or general unsecured, that is not
disallowed under Section 502(d) of the Bankruptcy Code, ASARCO
asserts an original complaint seeking the equitable subordination
of the Claim under Section 510(c) of the Bankruptcy Code.

Equitable subordination is not limited to unsecured or secured
claims, Mr. Kinzie elaborates.  He asserts that administrative
expense claims also are subject to equitable subordination,
citing United States v. Noland, 517 U.S. 535 (1996).  He adds
that "extraordinary circumstances" and "inequitable conduct"
warranting equitable subordination are present in the Debtors'
case pointing out to Grupo Mexico SAB de C.V.'s leveraged buyout
of ASARCO that saddled ASARCO with debt, including an $817
million loan from various banks.

In the midst of the global financial crisis that began as early
as 2001, Grupo Mexico decided that ASARCO should sell its
controlling interest in Southern Peru Copper Company, now known
as Southern Copper Corporation, to AMC, Mr. Kinzie relates.  The
Department of Justice filed a lawsuit to block the transaction
out of concern that ASARCO would be unable to pay the
environmental obligations on which it was already in default, as
well as substantial future remediation and clean-up costs.
The Government subsequently settled the lawsuit, dismissed its
injunction request, and provided ASARCO a three-year moratorium
on any attempt to seek judicial enforcement of environmental
liabilities, in exchange for a $100 million promissory note
assigned to an environmental trust.  In addition to funding the
trust as part of the SPCC transaction, AMC also paid ASARCO $500
million in cash, executed a note with a nominal value of $123
million, and "forgave" intercompany debt of $41.75 million.

In the end, however, Mr. Kinzie says, "ASARCO did not walk away
from the transaction with any cash.  In fact, the transaction
took substantial amounts of cash out of ASARCO."  Mr. Kinzie
argues that AMC forced ASARCO to use the cash for transactions
that benefited Grupo Mexico and AMC, including ASARCO's payment
of the Yankee Bonds.

The Parent is an adjudicated tortfeasor that cannot demonstrate
the good faith and fairness of its actions, Mr. Kinzie further
argues.  He points out that the Parent acted in an inequitable
manner to the detriment of ASARCO's creditors, and its conduct
was egregious enough to justify equitable subordination of the
Claim even if it were not an insider.  That AMC is ASARCO's
parent subjects AMC to more rigorous scrutiny, Mr. Kinzie says.
Consequently, he asserts that if the Court should find that the
Parent has any claim, whether unsecured or administrative, the
claim should be equitably subordinated.

Against this backdrop, ASARCO asks the Court to:

    (i) disallow the Parent Administrative Claim;

   (ii) if the Parent Claim is allowed, deny the Parent's
        request for administrative priority;

  (iii) if the Parent Claim is allowed, regardless of whether
        the Claim is entitled to administrative priority or is
        instead properly treated as a general unsecured claim,
        equitably subordinate the Claim under Section 510(c) to
        all allowed general unsecured claims; and

   (iv) grant ASARCO an award of reimbursement from the Parent
        of attorneys fees and costs to the fullest extent
        permissible under law.

                 Parent Wants Cases Consolidated

In light of ASARCO's new subordination complaint, the Parent asks
Judge Richard Schmidt to (i) to consolidate the equitable
subordination adversary proceeding and original adversary
proceeding regarding tax-related matters under the parties' Tax
Sharing Agreement, and (ii) to continue hearing on objections to
the Parent's Claim No. 18571.

Representing the Parent, Charles A. Beckham, Jr., Esq., at Haynes
and Boone, LLP, in Houston, Texas, contends that rather than seek
leave to amend the complaint in the Consolidated Tax Adversary,
ASARCO LLC instead chose to commence a new lawsuit despite
knowing that the issues and facts surrounding the Equitable
Subordination Adversary are identical to the issues and facts
surrounding the Tax Sharing Agreement Adversary Proceeding.

The Consolidated Tax Adversary is the culmination of a number of
related matters, including (i) the parties' competing claims to
an approximately $40 million tax refund, plus interest, (ii) the
Parent's renewed request for order compelling the Debtors to
assume or reject the TSA, and (iii) the Debtors' objection to
Administrative Claim No. 18571.  To seek to address a new legal
theory of equitable subordination in a separate proceeding makes
little judicial and economic sense, Mr. Beckham emphasizes.

In a supplemental brief supporting its consolidation request, the
Parent argues that ASARCO should not be permitted to unfairly
surprise the Parent with new objections and defenses to its
Administrative Claim at the eleventh hour.  Mr. Beckham points
out that ASARCO waived its equitable subordination claim by
failing to assert it defensively in the Consolidated Tax
Adversary.

Should the Court find that neither ASARCO's objection and defense
regarding the termination of the TSA, or its Equitable
Subordination Claim, have been waived, the Consolidated Tax
Adversary should be continued and consolidated, and tried, with
the Equitable Subordination Claim to avoid piecemeal litigation
and significant prejudice to the Parent, Mr. Beckham further
argues.

                       *     *     *

For reasons stated in open court at a hearing held on June 15,
2009, Judge Schmidt ruled that trial on the adversary proceeding
will take place after the disclosure statement hearing, which is
currently set for June 30, 2009.  Judge Schmidt previously
directed the parties "to contact the case manager to request two
days for this trial in July 2009."

The parties previously agreed to revise the scheduling order for
the TSA Adversary Proceeding to set the hearing for June 15.

                      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)


ASCENDIA BRANDS: To Take C$455,000 to Settle With Shoppers Drug
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reported that Ascendia Brands Inc.
agreed to take C$455,000 ($395,000) in settlement of claims for
products delivered before bankruptcy to Shoppers Drug Mart Inc.
The Bankruptcy Court will convene a hearing on July 29 to consider
approval of the settlement.  Ascendia has sold its assets and
business to different parties.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was once the maker and seller of
Mr. Bubble-brand bubble bath and other health and beauty-care
products.  The company and six of its affiliates filed for Chapter
11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-
11787).  Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in
their restructuring efforts.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
The Debtors selected Epiq Bankruptcy Solutions LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed total assets of $194,800,000 and total
debts of $279,000,000.


ASHLEY GLEN: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Janet Leiser at Tampa Bay Business Journal reports that Ashley
Glen LLC and Riverwood LLC have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Florida to stop foreclosure.

Business Journal relates that the Ashley Glen and Riverwood's
owner, JES Properties, is at risk of losing Ashley Glen to
Mercantile Bank.  Ashley Glen, says the report, will be worth
$800 million after completion.

According to Business Journal, JES Properties Chief Executive
Officer Douglas Weiland has a $8.9 million contract to sell 43 of
the 260 acres to national apartment developer WP South
Acquisitions LLC, also known as Wood Partners.

Business Journal states that Ashley Glen lacks the $600,000
required to grade the property for sale of the first phase, which
should close by December 31.

Mercantile Bank, according to Business Journal, has a $2 million
loan on a Riverwood property.  Business Journal says that debt on
Riverwood includes $21 million in community development district
bonds, $2.7 million owed to Lennar Homes and about $1.4 million
owed to Joseph Asbel.

Ashley Glen LLC is a 260-acre mixed-use project planned for the
northeast intersection of State Road 54 and the Suncoast Parkway
in Pasco County.


ASHLEY GLEN: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ashley Glen, LLC
        334 E. Lake Rd. #172
        Palm Harbor, FL 34685

Bankruptcy Case No.: 09-13611

Chapter 11 Petition Date: June 25, 2009

Debtor-affiliates that filed separate Chapter 11 petitions:

                                             Petition
    Entity                   Case No.          Date
    ------                   --------          ----
Riverwood, LLC               09-13612        06/25/09
Summit View LLC              09-06495        04/02/09

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  algomez@morsegomez.com
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Pasco Cty BOCC                                   $2,000,000
W. Pasco Gov. Center
7530 Little Road
New Port Richey, FL 34854

Jess Properties                                  $747,780
334 E. Lake Rd., #172
Palm Harbor, FL 34685

HPAR Development Inc.                            $220,590
4592 Ulmerton Road. #100
Clearwater, FL 33762

Smith Equity Builders Inc.                       $100,000

Gary Greer                                       $9,870

Rizzetta 7 Co. Inc.                              $7,500

Straley & Robin                                  $5,485

Curtis Gaines Hall Jones                         $5,297
Architects

JMD Management Inc.                              $2,200

Denyse Signs Inc.                                $1,750

Central Florida Testing                          $500

Ford & Ford PA                                   $250

The petition was signed by Douglas Weiland, president.


AVIZA TECHNOLOGY: Has Until July 1 to Tap Banks' Cash Collateral
----------------------------------------------------------------
Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Aviza Technology, Inc.
and its debtor-affiliates to:

   -- use cash collateral of its prepetition secured lenders
      United Commercial Bank, East West Bank and ChinaTrust Bank
      (USA); and

   -- grant adequate protection.

A final hearing on the motion is set for July 1, 2009, at
1:30 p.m.

On April 13, 2007, ATI and Aviza, Inc., entered into a loan and
security agreement with the Banks for a credit facility pursuant
to which the Banks provided credit of $55,000,000 under a
revolving line of credit, an equipment term loan and a real estate
term loan.

As of ATI's petition date, ATI and Aviza owed the Banks
$28,300,000.  The Debtors also owed $7,500,000 in unsecured debt.

The Banks assert a perfected security interest in substantially
all of the Debtors' assets, including accounts receivable,
inventory, equipment and real estate.

The Debtors related that their assets are worth substantially more
than the amount of secured debt and relates that the equity
cushion provides the Banks with adequate protection for the use of
cash collateral.

The proposed sale to Sumitomo Precision Products, according to the
Debtors, will, if consummated, result in proceeds sufficient to
pay the Bank's secured claim in full and may possibly result in
proceeds available to distribute to unsecured creditors.  Sumitomo
executed a non-binding letter of intent for the sale of certain
assets of the Debtor and certain of its direct and indirect
subsidiaries.

The Debtors will also grant to the Banks a replacement lien on all
property of the Debtor acquired after the commencement of this
case of the same types and description as the collateral securing
the Banks' prepetition lien, if any, but excluding claims for
and excluding property acquired by the Debtor post-petition.

                     About Aviza Technology Inc.

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.


AVIZA TECHNOLOGY: Has Until July 10 to File Schedules & Statements
------------------------------------------------------------------
Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Aviza Technology, Inc.,
and its debtor-affiliates to file until July 10, 2009, their
schedules and statements of financial affairs.

The extension is in the best interest of the estates, the
creditors and parties-in-interest.

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.


BALLY TOTAL: Waterways Plaza Wants Claim Allowed for $173,000
-------------------------------------------------------------
Bally Total Fitness Holding Corp. tells the U.S. Bankruptcy Court
for the Southern District of New York that Claim No. 1759 for
$350,000, filed by Waterways Plaza LLC, was filed without any
supporting documentation and should be expunged.

Waterways is the landlord of a commercial center located in
Aventura, Florida, at which the Debtors operate the Aventura
Club fitness center.  As of the Petition Date, the Debtors,
pursuant to the express terms of the Aventura Lease, owed to
Waterways certain obligations for roof repairs, violations, rent
and additional rent under the Lease, which Waterways asserted
through the Claim.

Waterways is entitled to recover from the Debtors for additional
rent and actual expenses as Waterways may incur on account of
inspection, violations and penalties with respect to a roofing
permit, Lisa M. Golden, Esq., at Jaspan Schlensinger LLP, in
Garden City, New York, maintains.

Ms. Golden informs the Court that Waterways also "consents to
reduce the Claim . . . to the amount of $173,000 plus legal fees
incurred and all fines and penalties until the matter is
resolved."

Accordingly, Waterways asks Judge Burton Lifland to (i) allow its
Claim No. 1759 and reduce the amount of the claim to $173,000 and
(ii) deny the Debtors' Objection.

                     About Bally Total Fitness

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

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

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

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

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

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


BEAR STEARNS: Ex-Managers' Trial Delayed Until October
------------------------------------------------------
Patricia Hurtado at Bloomberg News reports that Judge Frederick
Block agreed to delay to October 13 the trial of Ralph Cioffi and
Matthew Tannin, former Bear Stearns Cos. hedge-fund managers,
stemming from a federal investigation of the mortgage-market
collapse.  The trial, which was originally scheduled September 28,
was moved by the judge, who cited the complexity of the case.

According to Bloomberg, the two managers were charged in an
indictment filed against them last June which accused them of
misleading investors about the health of two hedge funds that
failed last year.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines included
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

Stockholders of Bear Stearns approved the investment bank's merger
with JPMorgan Chase & Co. at a Special Meeting of Stockholders
held May 29, 2008.

The Federal Reserve Bank of New York facilitated the investment
bank's sale to J.P. Morgan Chase.  The Fed Reserve obtained
certain assets in the process.


BERNARD MADOFF: Sentenced to 150 Years in Prison
------------------------------------------------
Judge Denny Chin of the U.S. District Court for the Southern
District of New York has sentenced Bernard Madoff to 150 years
of life imprisonment for defrauding investors of at least
$13 billion.  Judge Chin rejected a Madoff lawyer's claim that
victims of his Ponzi scheme wanted mob justice.  "This was not
merely a bloodless financial crime that occurred on paper, but one
that takes a staggering toll," the judge said.  The courtroom,
which had an audience of 250, erupted into applause following the
sentence.  Mr. Madoff, already 71, pleaded guilty in March for
defrauding investors.

Ira Sorkin, defense attorney, says that the $13.3 billion in
losses by clients alleged by the U.S. government was overstated.
He said that the amount should be offset by $1.3 billion held by
the trustee for Bernard L. Madoff Investment Securities LLC; by
$1.3 billion already recovered by the trustee; and by letters sent
by the trustee seeking to "claw back" $735 million from Madoff
investors.

           About Bernard L. Madoff Investment Securities

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

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

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

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

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


BERNARD MADOFF: Victim Rejects $229,000 SIPC Settlement Offer
-------------------------------------------------------------
Erik Larson at Bloomberg News reports that Donald Benjamin, a
Madoff victim who knew Bernard Madoff and his brother through a
Long York, country club, rejected as too low a $229,000 offer from
the trustee liquidating Madoff's defunct business.

Mr. Benjamin, 76, declined the money in a June 13 letter filed in
the U.S. Bankruptcy Court in Manhattan. He says Irving Picard, the
trustee, is ignoring federal law by calculating victims' based on
money deposited minus withdrawals, instead of the sums on final
statements that include fake profit.

Mr. Picard is paying qualifying victims as much as $500,000 each
on behalf of the Securities Investor Protection Corp., a
government-chartered agency financed by brokerages that customers
when firms fail.  Mr. Benjamin said he wants $2 million, based on
a maximum payment for each of four accounts and his wife, Anne.

           About Bernard L. Madoff Investment Securities

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

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

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

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

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


BILLIE WEBB: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Billie Lynn Webb
           aka Billie Lynn Webb-Evans
           aka Billie Briley Webb
        3392 NC Highway 111 S
        Pinetops, NC 27864-9576

Bankruptcy Case No.: 09-05331

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: John C. Bircher, III, Esq.
                  White & Allen, PA
                  1319 Commerce Drive
                  PO Drawer U
                  New Bern, NC 28563
                  Tel: (252) 638-5792
                  Fax: 252 637-7548
                  Email: jbircher@whiteandallen.com

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

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

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

          http://bankrupt.com/misc/nceb09-05331.pdf

The petition was signed by Mr. Webb.


BISON BUILDING: Case Summary & 37 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bison Building Holdings, Inc.
        1445 West Sam Houston Parkway
        Houston, TX 77043

Bankruptcy Case No.: 09-34452

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bison Building Materials, LLC                      09-34453
Bison Building GP, Inc.                            09-34454
HLBM Company                                       09-34455
Milltech, Inc.                                     09-34456
Bison Building Materials Nevada, LLC               09-34457
Bison Multi-Family Sales, LLC                      09-34458
Bison Construction Services, LLC                   09-34459

Chapter 11 Petition Date: June 28, 2009

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: David Ronald Jones, Esq.
                  djones@porterhedges.com
                  Joshua Walton Wolfshohl, Esq.
                  jwolfshohl@porterhedges.com
                  Porter & Hedges, L.L.P.
                  1000 Main, 36th Floor
                  Houston, TX 77002-6336
                  Tel: (713) 226-6695
                  Fax: (713) 226-6295

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sun Life Assurance Company of Canada             $3,446,000
One Sun Life Executive Park
Wellesley Hills, MA 02481

Frost National Bank                              $2,606,053
c/o Frost Leasing
100 West Houston Street
San Antonio, TX 78205

Wachovia Financial Services, Inc.                $2,315,742
201 South Jefferson Street
Roanoke, VA 22011

Tracy Sambrano                                   $1,500,000
c/o Klitsas & Vercher, P.C.
550 Westcott, Suite 570
Houston, TX 77007

Hyster Capital                                   $1,059,066
c/o NMHG Financial Services, Inc.
10 Riverview Drive
Danbury, CT 06810

The Buying Source, Inc.                          $845,742
P.O. Box 933314
Atlanta, GA 33193-3314

Lumbermen's Merchandising Corp.                  $720,074
Dept. CH 10505
Palatine, IL 60055-0505

Steves & Sons                                    $638,981
P.O. Box 910753
Dallas, TX 75391

JW Millwork                                      $538,457
Dept. CH 17794
Palatine, IL 60055-7794

Southwest Moulding Co.                           $310,675

Eric Cranfill                                    $274,287

Jimmy Nassour and John Lewis                     $240,000

RSL, Inc.                                        $233,944

Bluelinx Corporation                             $210,743

East Coast Moulding, Inc.                        $183,204

Hardwoods Specialty Products US, LP              $177,202

Bloch Lumber Company                             $156,997

Mitel Leasing, Inc.                              $145,965

Premdor Entry Systems                            $141,288

Cedar Creek Lumber of Texas, Inc.                $131,724

Endura Products, Inc.                            $124,322

De Lage Landen Financial Services                $115,927

Anthony Forest Products, Co.                     $102,044

Crest Metal Doors, Inc.                          $98,044

DW Distribution                                  $96,793

Huttig Building Products                         $94,417

Investor Trucks II, LLC                          $91,342

Maxitile, Inc.                                   $91,145

Pennsylvania Lumbermens                          $90,440

Dixie Plywood Company - N0105                    $86,103

TNRG Property Services, LLC                      $76,802

Alamo Forest Products                            $67,076

ITW Building Components                          $62,553

Eagle Forest Products                            $57,137

Cedar Creek Lumber-Tulsa                         $51,235

Arlene Stained Glass & Door Company              $48,720

Berry Plastics Corporation                       $21,373

The petition was signed by Pat W. Bierschewale.


BLUFFS LLC: Owes $44.2-Mil. to Secured Lenders
----------------------------------------------
The Bluffs LLC filed for Chapter 11 protection in Wichita, Kansas.
Bluffs said its apartment project is worth $60 million while debt
totals $57.8 million.  Liabilities include $44.2 million owed to
secured lenders, Bill Rochelle at Bloomberg News said.

The Bluffs LLC is an apartment project in Junction City, Kansas.
It filed for Chapter 11 on June 25, 2009 (Bankr. D. Kans. Case No.
09-11978).  Bruce J. Woner, Esq., at Woner Glenn Reeder Girard &
Riordan PA, represents the Debtor.


BON-TON STORES: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------------
Fitch Ratings has affirmed these ratings on The Bon-Ton Stores,
Inc.:

The Bon-Ton Stores, Inc.

  -- Issuer Default Rating at 'B-'.

The Bon-Ton Department Stores, Inc.

  -- IDR at 'B-';
  -- Senior secured credit facility at 'B+/RR2'.

Bonstores Realty One and Two, LLC

  -- IDR at 'B-';
  -- Mortgage loan facility at 'B+/RR2'.

In addition, Fitch has revised its ratings on the senior unsecured
notes for The Bon-Ton Department Stores, Inc. to 'CC/RR6' from
'CCC/RR6' to reflect the new issue rating definitions as of March
2009.

The Rating Outlook is Negative.

Bon-Ton's ratings reflect Fitch's expectation for considerable
pressure on comparable store sales trends given the weak
department store sales environment and the resulting pressure on
the company's operating and credit metrics.  The Negative Outlook
reflects Fitch's increasing concern about the company's liquidity
position beyond 2009 as its ability to fund its operations and
meet its financial commitments is dependent on stabilizing
revenues.

Bon-Ton's operating (EBIT) income of $35 million for fiscal year
2009 ended Jan. 2, 2009, showed a material deterioration from the
$126 million reported in FY2008.  Gross margins firmed up in the
first quarter, increasing 83 basis points year over year as
comparable inventory was down 13% at the end of the fourth quarter
versus a comp store sales decline of 8.6% for the quarter.  Bon-
Ton ended the first quarter with comparable inventory down 11%.
However, Fitch expects Bon-Ton's operating profit could decline
further and credit metrics weaken this year if the anticipated
gross margin improvements do not materialize for the remainder of
the year.  The company's leverage as measured by adjusted
debt/EBITDAR stood at 7.8 times (x) for the latest 12 months ended
May 2, 2009, versus 7.6x for FY2009 and 5.6x for FY2008.

Fitch expects Bon-Ton will have adequate near-term liquidity, with
$90 million in excess capacity (after taking out the $75 million
covenant limitation) under its credit facility as of May 2, 2009.
This contemplates modest free cash flow generation this year,
which will depend on sustained improvement in gross margins,
particularly in the critical holiday season.  Excess capacity is
estimated to be somewhere in the $130 million-$180 million range
(after taking out the $75 million covenant limitation) at the end
of the current fiscal year.  However, Fitch is increasingly
concerned about the company's debt maturity schedule.  Bon-Ton
will have to renew its $800 million asset-based facility expiring
March 2011 sometime next year and the size, terms and tenor could
have a potential impact on ratings.

The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating.  The $800 million senior secured credit
facility due March 2011 is rated 'B+/RR2', indicating superior
(71%-90%) recovery prospects in a distressed scenario.  The
facility is secured by a first lien on substantially all of the
assets of the borrowing entities and guarantors, except for
certain mortgaged real property.  Covenants require a minimum
excess availability of $75 million and place limits on debt,
dividends, and capital expenditures.  The $246 million mortgage
loan facility due 2016 is also rated 'B+/RR2', indicating superior
(71%-90%) recovery prospects in a distressed scenario.  The
facility is secured by mortgages on 23 stores and one distribution
center.  These properties are owned by bankruptcy-remote special
purpose entities.  The $510 million of senior unsecured notes are
rated 'CC/RR6', and are considered to have poor (0%-10%) recovery
prospects in a distressed scenario.


CAPE FEAR BANK: Closure of Bank Unit Prompts Bankruptcy Filing
--------------------------------------------------------------
Cape Fear Bank Corporation filed on June 23, 2009, a voluntary
petition for relief in the United States Bankruptcy Court for the
Eastern District of North Carolina pursuant to Chapter 11 of the
Bankruptcy Code.

Cape Fear seeks to wind down its affairs after the closing of its
wholly owned subsidiary, Cape Fear Bank on April 10, 2009.  As
reported by the Troubled Company Reporter on April 13, Cape Fear
Bank was closed April 10 by the North Carolina Office of
Commissioner of Banks, which then appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
Federal Savings and Loan Association of Charleston, Charleston,
South Carolina, to assume all of the deposits of Cape Fear Bank.

Cape Fear intends to liquidate and distribute all of its assets to
its creditors pro rata, under the supervision of the Bankruptcy
Court, through a Plan of Liquidation filed simultaneously with its
bankruptcy case.  Cape Fear Bank Corp.'s primary asset consisted
of its stock in Cape Fear Bank, which was lost after the FDIC was
appointed as the receiver for the bank.

As of March 31, 2009, Cape Fear Bank had total assets of
approximately $492 million and total deposits of $403 million. In
addition to assuming all of the deposits of the failed bank, First
First Federal agreed to purchase approximately $468 million in
assets.  The FDIC retained the remaining assets for later
disposition.

The June 23, 2009 bankruptcy filing by the Company in the Eastern
District of North Carolina constitutes a triggering event, also
termed an "Acceleration Event of Default," under the Company's
Indenture agreement with Wilmington Trust Company, acting in its
capacity as Indenture Trustee, dated October 4, 2005.

Pursuant to the Indenture Agreement, the Company issued junior
subordinated debentures in an aggregate principal amount of $10.31
million to its unconsolidated subsidiary, BKWW Statutory Trust I,
in connection with the Trust's issuance of trust preferred
securities in October 2005.

Under the Indenture Agreement, an Acceleration Event of Default
occurs if (i) the Company voluntarily commences a case under any
applicable bankruptcy, insolvency, reorganization or other similar
law or (ii) a court of competent jurisdiction enters a decree or
order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency, reorganization or
other similar law.  Upon the occurrence of one of those events,
the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding , by notice in
writing to the Company, may declare the entire principal of the
Debentures and the interest accrued thereon, if any, to be due and
payable immediately.

The Company anticipates that the June 23, 2009 bankruptcy filing
will result in an acceleration of all principal and interest due
on the outstanding Debentures.

On June 22, 2009, Betty V. Norris, Senior Vice President and Chief
Financial Officer, resigned from her positions with the Company.

On June 22, the Company entered into an Independent Contractor
Service Agreement with Ms. Norris, under which she will perform
certain services as requested by the Company.  The Company
anticipates that these services will involve tasks associated with
the Company's bankruptcy and the winding up of its affairs.

On June 22, the Company also entered into a Service Agreement with
Ralph N. Strayhorn, President and Chief Executive Officer of the
Company.  The agreement calls for the payment of a monthly salary
of $8,000 and may be terminated by either party without penalty
upon 15 days notice. The agreement contains a confidentiality
covenant and mutual indemnification provisions, but does not
provide for any benefits or perquisites.

All future payments under the Independent Contractor Service
Agreement with Ms. Norris and the Service Agreement with Mr.
Strayhorn are subject to prior approval of the United States
Bankruptcy Court for the Eastern District of North Carolina.

Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba
Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy
protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179).
Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
serves as the Debtor's counsel.  In its petition, the Debtor
disclosed $473,852 in total assets and $10,560,000 in total debts.


CARROLS CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Carrols Corp. to stable from negative because of
improved performance and increased ETBIDA cushion over financial
covenants.  S&P affirmed the ratings, including the 'B' corporate
credit rating.

"The ratings on Syracuse, New York-based Carrols Corp. reflect
intense competition in the quick-service sector of the restaurant
industry and a heavy debt burden that results in limited cash flow
protection," said Standard & Poor's credit analyst Jackie Oberoi.

As the largest Burger King franchisee in the U.S., Carrols'
business risk profile is heavily influenced by intense competition
in the quick-service restaurant industry's hamburger segment,
especially from McDonald's Corp. and Wendy's/Arby's Restaurant
Group Inc. Carrols' Burger King business has improved since 2004
on better health of the overall Burger King system.  Same-store
sales at Carrols' Burger King units increased 5.1% in the quarter
ended March 31, 2009, compared with one year ago.

By operating a portfolio of brands, Carrols' cash flow generation
relies less on the performance of a single concept.  This strategy
has provided some stability to its operations.  Carrols' Hispanic
brands -- Taco Cabana and Pollo Tropical -- have high brand
awareness in their respective core markets of Texas and Florida.
Together, these regional restaurant chains represent about half of
the company's revenues.  However, because of their stronger
operating margins and generally good performance, the Hispanic
concepts account for more than 60% of EBITDA.  Both Pollo Tropical
and Taco Cabana have generated good sales since 2004.  However,
economic factors, including a weak housing market and high
unemployment in the U.S., have begun to affect customers at both
concepts.  First quarter same-store sales were down 3% at Pollo
Tropical and down 1.6% at Taco Cabana after flat performance in
Fiscal.


CASTILLA MARKET: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Castilla Market Corporation
        1601 SW 93 Ct
        Miami, Fl 33165

Bankruptcy Case No.: 09-23025

Chapter 11 Petition Date: June 28, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Robert A. Angueira, Esq.
                  6495 SW 24 St
                  Miami, FL 33155
                  Tel: (305) 263-3328
                  Email: rangueir@bellsouth.net

Total Assets: $3,503,421

Total Debts: $2,497,556

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

          http://bankrupt.com/misc/flsb09-23025.pdf

The petition was signed by Victor Gonzalez, president of the
Company.


CATALYST PAPER: Refinancing Alternatives Cue S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings,
including its long-term corporate credit rating, on Vancouver-
based Catalyst Paper Corp. to 'CCC+' from 'B'.  S&P also placed
the ratings on CreditWatch with negative implications.

"The downgrade and CreditWatch placement reflect the company's
recent announcement that it is looking at refinancing alternatives
for its 2011 and 2014 unsecured notes," said Standard & Poor's
credit analyst Jatinder Mall.

The ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in the cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.

Catalyst is the fourth-largest newsprint and uncoated groundwood
specialty paper manufacturer by production capacity in North
America.  In addition, the company produces lightweight coated and
market pulp.  It's also the leading producer of directory paper in
the world and owns the largest paper recycling operation in
western Canada.

The company operates in a cyclical industry with commodity
products and, therefore, has a limited ability to influence
prices.  With the exception of the recently acquired Snowflake,
Arizona, newsprint mill, which is on the lower end of the industry
cost curve, S&P considers Catalyst's other mills to be in the
middle of the cost curve.  Furthermore, the lack of upward
integration and the company's concentration of mills on Vancouver
Island expose Catalyst to fiber shortages.  The company's closure
of its Elk Falls pulp and linerboard operation in 2008 was
primarily driven by a lack of available sawdust fiber, in part due
to the shutdown of a Timberwest Forest Corp. (not rated) sawmill
in the region.

The CreditWatch negative will likely be resolved once Standard &
Poor's has a clear understanding what the final impact of a
refinancing would be on the existing unsecured notes.


CENTERSTONE DIAMONDS: Wants Access to Cash Securing FCC LLC Loan
----------------------------------------------------------------
Centerstone Diamonds, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for authority to:

   a) access cash securing repayment of loan from FCC, LLC, dba
      First Capital Western region, LLC; and

   b) grant adequate protection.

FCC is owed $6,456,849 and has a security interest in virtually
all of the Debtor's assets.

The Debtor relates that the secured creditor is adequately
protected by an equity cushion.  FCC is secured by virtually all
of the Debtor's assets, as well as a personal guarantee by the
Debtor's principal and sole owner and liens on real property,
which are not property of the bankruptcy estate.

As additional adequate protection, the secured creditor will be
granted a replacement lien upon all postpetition assets of the
Debtor's estate to the same extent, validity and priority as the
secured creditors' liens upon the Debtor's prepetition assets.

                            FCC Objects

Secured creditor FCC, LLC, doing business as First Capital Western
Region, LLC, opposes to the Debtor's request to access cash
collateral relating that:

   a) the Debtors failed to evidence the existence of equity
      cushion; and

   b) the Debtor submit no evidence that continued operations will
      adequately protect First Capital's interest in the
      collateral.

                     About Centerstone Diamonds

Headquartered in Los Angeles, California, Centerstone Diamonds,
Inc. sells jewelry, watches, precious stones, and precious metals.

The Company and Michael Beaudry, Inc. filed for Chapter 11 on
June 4, 2009 (Bankr. C.D. Calif. Cases No. 09-23944 and 09-23945).
Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP, represents
the Debtors in their restructuring efforts.  Centerstone says it
has assets and debts both ranging from $10 million to $50 million.


CENTRAL PACIFIC: Fitch Downgrades Issuer Default Ratings to 'B'
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Central Pacific Financial Corp. and its bank subsidiary Central
Pacific Bank to 'B' and 'BB-' respectively.  Fitch has also
widened the notching on CPF's preferred stock ratings due to the
high risk of deferral.  The preferred stock ratings have been
downgraded to 'CC' reflecting the financial condition of the
holding company and its limited access to alternative liquidity
sources without regulatory approval.  The ratings have also been
placed on Rating Watch Negative.  A complete list of ratings
follows at the end of this release.

The two notch differential between the holding company and its
bank subsidiary reflect the holding company's limited amount of
liquid assets and its restricted access to alternative liquidity
sources due to existing regulatory agreements under which the
company and the bank are operating, At the same time, the bank
subsidiary's capital position has been fortified by these actions,
as all the proceeds ($135 million) of CPF's issuance of preferred
stock to the U.S. Treasury was contributed to the bank subsidiary
and dividends from the bank subsidiary to the holding company
require prior regulatory approval.

Beyond the near term liquidity concerns of the holding company,
which is the primary driver for the notching between the bank
subsidiary and the holding company, the rating action reflects
Fitch's view that CPF will endure increased credit stress in its
Hawaii portfolio given the weakening Hawaii economy, as well as in
its still sizeable exposure to California commercial real estate.
Both portfolios have been showing signs of weakness and Fitch
expects higher loss rates from these portfolios.  With earnings
and capital already having been impacted by its California
residential real estate exposure, the company has less capacity to
absorb material losses in the other segments of its loan book.
Fitch believes that CPF needs to bolster its capital base in order
to absorb expected higher losses, as well as provide needed
liquidity at the parent company.  Further, given its franchise and
product concentrations, as well as its limited earnings diversity,
Fitch has always expected CPF to maintain enhanced levels of
capital and reserves.

The Negative Rating Watch reflects the prospect that if the
holding company is unable to bolster its financial resources in
the near term and its access to liquidity remains restricted; the
company will likely have to defer on its preferred stock dividend,
as well as on the dividends of its trust preferred securities.
This would result in a further downgrade of the company's ratings.
The Negative Rating Watch also considers the prospect of more
pronounced credit deterioration, than currently anticipated, in
either the mainland commercial real estate book, or more
significantly, in the Hawaii portfolio.  Should this occur, Fitch
would likely downgrade CPF's ratings further.

Fitch assigns recovery ratings to individual security issues where
the IDR of the issuer is rated in the single-B or below category.
As such, Fitch has assigned a recovery rating of 'RR6' to the
preferred and trust preferred securities of CPF, which implies
recovery between 0%-10% on these securities in the event of
failure or default by the issuer.

CPF is a $5.4 billion banking company headquartered in Honolulu,
HI.  CPF provides a full range of traditional commercial consumer
and banking services.  Through its bank subsidiary, Central
Pacific Bank, the company operates 39 branches through-out Hawaii.

Fitch has downgraded and placed these ratings on Rating Watch
Negative:

Central Pacific Financial Corp.

  -- Long-term IDR to 'B' from 'BBB';
  -- Short-term IDR to 'B' from 'F2';
  -- Preferred stock to 'CC/RR6' from 'BBB-';
  -- Individual to 'D/E' from 'B/C'.

Central Pacific Bank

  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposit to 'BB' from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Short-term Deposit to 'B' from 'F2';
  -- Individual to 'D' from 'B/C'.

CPB Capital Trust I, II, & IV
CPB Statutory Trust III & V

  -- Trust preferred securities to 'CC/RR6' from 'BBB-'.

These ratings have been affirmed:

Central Pacific Financial Corp.
Central Pacific Bank

  -- Support at '5'
  -- Support floor at 'No Floor'.


CHINA LOGISTICS: Restates 2007 Annual, 2008 Quarterly Reports
-------------------------------------------------------------
China Logistics Group, Inc., filed with the Securities and
Exchange Commission a restated annual report for the year ended
December 31, 2007 and restated quarterly reports for the 2008
quarters.

On June 9, 2009, the Company filed Amendment No. 3 to its Annual
Report on Form 10-K for the period ended December 31, 2007.

         See http://ResearchArchives.com/t/s?3e48

On June 16, 2009, the Company filed:

   -- Amendment No. 1 to its Quarterly Report on Form 10-Q for
      the period ended September 30, 2008

         See http://ResearchArchives.com/t/s?3e45

   -- Amendment No. 2 to its Quarterly Report on Form 10-Q for
      the period ended June 30, 2008

         See http://ResearchArchives.com/t/s?3e46

   -- Amendment No. 2 to its Quarterly Report on Form 10-Q for
      the period ended March 31, 2008

         See http://ResearchArchives.com/t/s?3e47

As of September 30, 2008, the Company had $8,928,721 in total
assets; $6,070,262 in total liabilities, all current; $1,269,338
in minority interest, and $1,589,121 in stockholders' equity.

The Company recognized a net loss for the nine months ended
September 30, 2008, of $1,479,326.

At September 30, 2008, the Company had working capital of
$2,808,532 including cash of $3,871,973 as compared to a working
capital deficit of $2,775,652 and cash of $1,121,605, as restated,
at December 31, 2007.  This significant increase in working
capital was attributable primarily to the settlement, in stock, of
approximately $2,820,000 in convertible notes due a related party
and accrued compensation due the Company's former president and
CEO and the completion of the Company's 2008 Unit Offering
completed in April 2008 with net proceeds of roughly $3.3 million,
offset by the recognition of a current liability of $1,597,000
attributable to an accrued registration agreement penalty.

While in April 2008, the Company raised roughly $3,360,000 in net
proceeds from its 2008 Unit Offering, approximately $2,500,000 was
utilized to satisfy the Company's commitments to Shandong Jiajia
and roughly $140,000 was used to reduce certain payables.

The Company believes its current level of working capital and cash
generated from operations may not be sufficient to meet cash
requirements for the 2009 year without the ability to attain
profitable operations or obtain additional financing.

Sherb & Co., LLP, in Boca Raton, Florida, the Company's
independent public accountant, noted in its report on the
Company's financial statements included in the Annual Report on
Form 10-K/A for the year ended December 31, 2007, that the
Company's net working capital deficiency, stockholders' deficiency
and an accumulated deficit raise substantial doubt about the
Company's ability to continue as a going concern.

                      About China Logistics

China Logistics Group Inc. (OTC BB: CHLO) through its subsidiary,
Shandong Jiajia International Freight & Forwarding Co. Ltd.,
operates as a non-asset based international freight forwarder and
logistics management company in the People's Republic of China.
The Company was founded in 1997 and is based in Fort Lauderdale,
Florida.


CHRYSLER LLC: Kramer Levin Also Represents GM Creditors Panel
-------------------------------------------------------------
Thomas Moers Mayer, Esq., a member at Kramer Levin Naftalis &
Frankel LLP, in New York, discloses that his firm serves as
counsel to the Official Committees of Unsecured Creditors in both
Chrysler LLC's and General Motor Corp's bankruptcy cases.

Incidentally, the creditors' committees in both the Chrysler and
GM cases are seeking permission to hire Kramer Levin as their
counsel effective June 3, 2009.

Both Chrysler and GM cases are pending before the U.S. Bankruptcy
Court for the Southern District of New York.  Judge Arthur
Gonzalez presides over the Chrysler case, which was commenced a
month earlier than GM's.  Judge Robert Gerber handles the GM case,
filed on June 1.

Mr. Mayers tells both Courts that no actual conflict of interest
exists with respect to the firm's simultaneous representation of
Chrysler's and GM's Creditors' Committee.  Mr. Mayers asserts that
Kramer Levin is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                     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.

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.

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


CHRYSLER LLC: 5 Committee Members Resign Following Sale to Fiat
---------------------------------------------------------------
Five members of the Official Committee of Unsecured Creditors have
resigned from the panel following the completion of the sale of
Chrysler LLC's major assets to Italy-based automaker Fiat S.p.A.
The five creditors are:

  (1) Ohio Module Manufacturing Co.
  (2) Pension Benefit Guaranty Corporation
  (3) Zanetti Chrysler Jeep Dodge
  (4) Cummins Inc.
  (5) Magna International Inc.

The six remaining members of the Creditors Committee are
Continental Automotive Systems Inc., AutoNation Inc., DARCARS
Imports Inc., Desiree Sanchez, Patricia Pascale, and the
International Union, United Automobile, Aerospace & Agricultural
Implement Workers of America (UAW).

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Fiat CEO Reports Progress on New Chrysler
-------------------------------------------------------
Fiat S.p.A. Chief Executive Sergio Marchionne said he was very
pleased with the progress his team had made so far at turning
around Chrysler LLC, The Wall Street Journal reported.

Mr. Marchionne said a group of Chrysler executives is set to hold
a discussion to determine what the automaker's product plans are.
He is hopeful that the product plans would be finished in two
weeks and "have a road map from the product standpoint."

Chrysler will name its new board at a meeting scheduled to take
place by the end of July, Mr. Marchionne disclosed.  He also
confirmed rumors that Chrysler plans to continue to sell the PT
Cruiser, which had been slated to be discontinued, the Journal
reported.

Fiat S.p.A. is said to be moving aggressively to put its stamp on
the automaker's assembly plants before they return to production,
the Detroit Free Press reported.

Rick Laporte, president of a Canadian Auto Workers branch at
Chrysler's minivan plant in Windsor, Ontario, told its members
last week that Fiat is accelerating the previous management's
implementation of "Toyota's world-class manufacturing system."

"You will see it and feel it the first day back to work.  Fiat has
stressed with us that they will remove the barriers in their way,
including members of management who do not change their old ways,"
Mr. Laporte said.

Leon Rideout, president of a CAW branch at a Chrysler car plant
near Toronto, disclosed changes included enlarging assembly-line
teams from six to 10 workers, the Detroit Free Press reported.

Sergio Marchionne, chief executive officer of Fiat and Chrysler,
will have plans for the U.S. automaker ready by July especially in
terms of new models and platform sharing,  Bloomberg reported,
citing an earlier report in Daily II Giornale, a daily newspaper
published in Italy.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Fiat-Owned Co. Opposes GM's Assumption of Contracts
-----------------------------------------------------------------
Chrysler Group LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to deny General Motors Corp.'s bid to assume
its contracts with Chrysler LLC.

Chrysler Group is the new company formed by Italy-based automaker,
Fiat S.p.A., under a deal to acquire most of the assets of
Chrysler LLC.

GM reportedly informed Chrysler LLC of its intention to assume
their contracts as part of the sale of GM's assets to Vehicle
Acquisition Holdings LLC, a company sponsored by the U.S. Treasury
Department.

"Chrysler objects to [GM's] attempt to assume the executory
contracts to the extent [GM] contends or believes that its
assumption of the executory contracts bars Chrysler from rejecting
the executory contracts in its own bankruptcy proceedings," says
James Plemmons, Esq., at Dickinson Wright PPLC, in Detroit,
Michigan.

Mr. Plemmons points out that Chrysler LLC also has a pending
chapter 11 case, and thus, has the right to assume or reject the
very same contracts that GM is attempting to assume.

"Chrysler's right to reject the executory contracts is dependent
solely on Chrysler's exercise of sound business judgment," Mr.
Plemmons contends.  "Chrysler's exercise of its rights . . . must
be adjudicated within the context of Chrysler's own bankruptcy
case."

Mr. Plemmons asks the Court to hold that any provision of its sale
order, which might be used to block Chrysler from rejecting the
contracts in its own bankruptcy case, does not bar the automaker
from rejecting those contracts in case it decides to do so.

Chrysler Group also objects to the amount proposed by GM as
payment for the assumption of the contracts, saying it was not
given enough time to verify the accuracy of the amount.  GM
proposed to pay $854,478.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: GMAC to Suspend Financing for Some Dealers
--------------------------------------------------------
GMAC LLC confirmed it is suspending wholesale financing for some
dealers of Chrysler Group LLC considered to be too risky to lend
to, a move that may push more dealers to close shop and hurt the
automaker's sale, The Wall Street Journal reported.

GMAC did not specify the number of dealers that has been vetted to
continue to receive loans and refused to confirm how many dealers
it has suspended, the report said.  It said it will need about six
months to complete the vetting process.

GMAC spokesman Mike Stoller said the process was part of normal
due diligence and that the company's goal in part is to avoid
doing business with dealers that are too big a financial risk.  He
said the dealers always are set to be vetted later.

"The next step was always to go back and look at each of the
dealerships individually," the Journal quoted Mr. Stoller as
saying.  He said the company was not working with Chrysler on this
effort and that it has "no particular goal in mind" for the number
of dealers to continue to receive loans.

About 60% of the roughly 2,400 dealers who survived Chrysler's
bankruptcy applied for interim wholesale financing with GMAC,
Chrysler said.  Of this, about 6% or more than 80 dealers have
been informed that their wholesale financing has been temporarily
suspended as they did not meet GMAC's requirements for lending.

Chrysler spokeswoman Kathy Graham said the dealers have 30 days
"to either finance through other lenders or work with GMAC on what
needs to be done" whether it's recapitalizing or change debt-to-
equity ratio, The Washington Post reported.

Given the current lending market, however, only a few dealers that
GMAC rejects are likely to gain the additional capital to get back
on board or find another lender willing to provide loans.

"This definitely puts them [Chrysler] at a disadvantage.  They've
got a very weakened distribution channel right now," the Journal
quoted Mark Rikess, founder of California-based dealer consulting
firm Rikess Group, as saying.

Despite the rejections, the overall financial health of Chrysler
dealerships has improved.  Before the government-financed
bankruptcy, 10% of Chrysler's dealers were considered risky.

"Our dealer body is actually stronger," The Washington Post quoted
Ms. Graham as saying.

Chrysler spokeswoman Lisa Barrow, meanwhile, said the lender's
rejections would not force more dealers to close and that about
40% of the automaker's dealers choose to finance their inventories
through other lenders such as banks.

"It's pretty much the same boat everyone is in.  It's still a
pretty tough credit market," The Washington Post quoted Ms. Barrow
as saying.

GMAC earlier provided interim financing to all Chrysler dealers
who applied for it.  It received billions in government aid to do
so, including $7.5 billion in late May.  GMAC took over financing
of the dealers' inventory after Chrysler's own lending arm,
Chrysler Financial, stopped doing so, the Journal reported.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Government Control to Hurt Business, Says Former CEO
------------------------------------------------------------------
"Get the government out of your business as soon as possible,"
Chrysler LLC former chief executive officer Lee Iacocca advised
Chrysler Group LLC's management in connection with the U.S.
government's intervention in the restructuring of the automaker.

"They're on you day and night.  Their oversight is just too
extreme," Mr. Iacocca said of the government during an interview
with The Associated Press.

Mr. Iacocca used over $1 billion in government-backed loans in the
1980s to rescue the nearly defunct Chrysler.  Although the loan
was to be repaid within 10 years, he made sure the automaker paid
the loans back in just three years.

"We couldn't stand the government.  The bureaucracy kills you,"
AP quoted Mr. Iacocca as saying.

The government is providing more than $12 billion in aid in return
for an 8% stake in Chrysler, which is exiting Chapter 11 in an
alliance with Italy-based automaker, Fiat S.p.A.  Chrysler has
been taking orders from The Treasury Department's auto task force
commissioned by President Barack Obama to oversee the automaker.

Mr. Iacocca is appalled that the government is once again involved
in Chrysler's business.  He said, however, that without taxpayer
money, Chrysler as well as General Motors which is also in
bankruptcy, could have collapsed and caused a nationwide
unemployment, AP reported.

Mr. Iacocca suggests that Chrysler continue to stick with its
best-known vehicles including minivans, Jeeps, the Ram pickup and
larger sedans like the Challenger and 300.  He said Fiat can fill
in the smaller end of the lineup with its designs and efficient
engines, AP said.

The former executive is unapologetic for Chrysler selling hundreds
of thousands of SUVs led by the Jeep brand, saying the automaker
was merely responding to the market.

"The people wanted them.  They felt strong in them. They felt like
they were driving a tank.  They felt safe. You try to follow the
market," AP quoted  Mr. Iacocca as saying.

When asked for advice for Sergio Marchionne as well as GM's new
executive Fritz Henderson as they weather one of the darkest
periods in American automotive industry, Mr. Iacocca said:
"Take care of our customers.  That's the only solid thing you
have."

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Jones Day Bills $12.4-Mil. for 1-Month Work
---------------------------------------------------------
Professionals retained in connection with Chrysler LLC's
bankruptcy cases filed applications for payment of fees and
reimbursement of expenses for the specified period:

Professional        Applicable Period           Fees   Expenses
------------        -----------------           ----   --------
Jones Day          04/30/09 - 05/31/09   $12,445,718   $256,471

Schulte Roth &     04/30/09 - 05/31/09     3,613,827     54,821
Zabel LLP

Kramer Levin       05/05/09 - 05/31/09     2,487,741     30,659
Naftalis & Frankel

Capstone Advisory  04/30/09 - 05/31/09     1,795,140    134,504
Group LLC

Mesirow Financial  05/08/09 - 05/31/09       382,188      3,940
Consulting LLC

Cahill Gordon &    05/01/09 - 05/31/09       227,869      6,486
Reindel LLP

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Seeks Open-Ended Deadline to Remove Civil Actions
---------------------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, and its debtor-
affiliates ask Judge Arthur Gonzalez to extend the period, during
which they may remove actions to federal court under Section 1452
of the Judicial and Judiciary Procedures Code and Rule 9027 of the
Federal Rules of Bankruptcy Procedure, until the date of entry of
an order confirming any plan of reorganization in their Chapter 11
cases.

The Debtors' Removal Period will expire on July 29, 2009.

Section 1452 of the Bankruptcy Code provides that "a party may
remove any claim or cause of action in a civil action other than a
proceeding before the United States Tax Court or a civil action by
a governmental unit to enforce such governmental unit's police or
regulatory power, to the district court for the district where
such civil action is pending. . . ."

Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, a notice of removal may be filed only within the
longest of:

(a) 90 days after the Petition Date;

(b) 30 days after the entry of an order terminating stay, if
     the claim or cause of action in a civil action has been
     stayed; or

(c) 30 days after a trustee qualifies in a Chapter 11
     reorganization case but not later than 180 days after the
     order for relief.

As of the Petition Date, the Debtors were parties to thousands of
civil actions pending in a wide array of courts and tribunals.
The Debtors are evaluating whether they may seek to remove certain
of the Actions and, where appropriate, subsequently transfer some
or all of those Actions to the U.S. District Court for the
Southern District of New York or to the U.S. Bankruptcy Court for
the Southern District of New York, relates Corinne Ball, Esq., at
Jones Day, in New York.

Absent an extension of the Removal Period, the Debtors risk making
premature removal decisions or waiving the rights before they have
had an opportunity to complete an evaluation of the issues, Ms.
Ball contends.  Given the number of Actions pending and the
numerous other urgent matters that have demanded the Debtors' full
attention during the bankruptcy cases to date, and which continue
to have high priority, the Debtors require additional time to
evaluate removal issues, she points out.  More specifically, she
adds, to determine whether to remove any particular Action, the
Debtors must examine and assess a variety of legal and factual
issues specific to each Action.

Aside from the nature and complexity of the bankruptcy cases and
the exigencies attendant to the commencement and initial period of
the cases, the Debtors have devoted substantially all of their
time and resources since the Petition Date to the sale transaction
to Fiat S.p.A., Ms. Ball reminds Judge Gonzalez.  She argues that
removal decisions are best made in the context of the overall
claims process, which has yet to commence in earnest.

"The requested relief will protect the Debtors' valuable right to
remove lawsuits under [Section] 1452 if the circumstances
warrant," Ms. Ball avers.  She adds that the relief will not
prejudice the rights of the adverse parties pursuant to the stayed
Actions because those Adverse Parties may not prosecute the
Actions absent relief from the automatic stay, and if the Debtors
remove any Action to federal court, the affected Adverse Party
will retain its right to seek remand of the removed Action back to
state court.

Judge Gonzalez will commence a hearing on July 16, 2009, at 10:00
a.m. to consider the request.  Objections are due July 9.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Tooling Disputes to Block Production of New Cars
--------------------------------------------------------------
A lawyer of Chrysler Group LLC, the new company formed by Fiat
S.p.A., said the automaker can't make new vehicles until it gets
the needed tools tied up in legal disputes, Bloomberg reported.

At a hearing before Judge Arthur Gonzalez, Frank Oswald, Esq., at
Togut, Segal & Segal LLP, in New York, told the Judge of the U.S.
Bankruptcy Court for the Southern District of New York that
Chrysler Group may need mediation to resolve disputes over access
to tools.

Mr. Oswald was updating the bankruptcy judge on disputes over
"cure costs," or the sum owed to suppliers to resolve contracts
signed before Chrysler LLC's bankruptcy.

"We don't want to have a situation where, after rushing to get the
sale closed in 42 days, [Chrysler Group] is unable to start up
production because we don't have necessary parts," Bloomberg
quoted Mr. Oswald as saying.

In an interview with Bloomberg, Mr. Oswald said that only 70 out
of 500 objections to Chrysler LLC's proposed cure amounts remain
unresolved.  He said he does not know of specific tools Chrysler
Group is missing.

                        About Chrysler LLC

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

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

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

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


CHRYSLER LLC: Unsecured Creditors May Get De Minimis Recovery
-------------------------------------------------------------
Chrysler LLC's unsecured creditors who have claims to company
assets still in bankruptcy, may get almost nothing after the
remaining legal and other bills are paid, Bloomberg reported,
citing a person familiar with the plan.

Settling the claims is the last step to wind down Chrysler LLC,
which sold most of its assets to Italy-based automaker, Fiat
S.p.A. to form Chrysler Group LLC.

The source, who refused to be identified, told Bloomberg the
disposal of seven plants and one office building will take as long
as three years, partly because some factories will not halt work
until the end of 2010.  Two of those plants already are closed.

Chrysler LLC's active factories are in Detroit, Sterling Heights,
Michigan; Fenton, Missouri; Twinsburg, Ohio; and Kenosha,
Wisconsin.  The closed plants are in Fenton, Missouri, and Newark,
Delaware.

The person said some of those assets will have value because of
their real estate or equipment.  The Delaware factory, for
example, is approximate to a university and there have been offers
for the site for up to $30 million once the plant is razed and
land cleaned up, the person said.

Meanwhile, the facilities in the Detroit area probably will have
to be torn down and the property given to local governments, the
person told Bloomberg.

Chrysler Group is paying all of the costs related to running
plants held by Chrysler LLC until they stop operating.  The first
scheduled shutdown will be the Missouri pickup truck plant, before
September 30, 2009, Bloomberg reported.

The person further said that Chrysler LLC will hire marketing
companies once a liquidation budget is set and that creditors will
approve the budget after the court decides a schedule for
repayment.

Real estate and factory assets with a book value of about $2.6
billion may fetch 6% to 12% of that sum when sold, according to
two affidavits from Robert Manzo, executive director of Capstone
Advisory Group LLC, which Chrysler LLC hired to do a liquidation
analysis.  That would be equivalent to $154 million to $308
million.

Mr. Manzo also estimated that wind-down costs will be $200
million.  That means that in the worst- case scenario, unsecured
creditors would be left with negative $46 million, Bloomberg
pointed out.

Some of Chrysler's largest creditors, including parts suppliers,
were paid off in bankruptcy as part of the automaker's
restructuring.

Corinne Ball, Esq., counsel for Chrysler Group LLC, and Adam
Rogoff, a lawyer representing unsecured creditors, declined to
comment.

                        About Chrysler LLC

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

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

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

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


CINCINNATI BELL: S&P Assigns 'BB' Rating on $210 Million Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'BB' issue-
level rating and a '1' recovery rating to Cincinnati-based
Cincinnati Bell Inc.'s amended and restated $210 million three-
year revolving credit facility due August 2012.  The '1 recovery
rating indicates expectations for very high (90%-100%) recovery in
the event of a payment default.  In addition, S&P affirmed all
ratings on Cincinnati Bell, including the 'B+' corporate credit
rating.  The outlook is stable.

"The ratings on Cincinnati Bell reflect the significant
competitive pressures facing its core wireline business, which
contributes the majority of consolidated revenues and EBITDA,"
said Standard & Poor's credit analyst Naveen Sarma.  Additionally,
CBI's wireless operations remain subject to material competition
from both national wireless providers and regional competitors
such as Leap Wireless International Inc.  Other credit risks
include the company's single market concentration, a highly
leveraged financial profile, and limited discretionary cash flow
after funding a $150 million share repurchase program.  Tempering
factors include healthy EBITDA margins at the core wireline
business despite ongoing access-line erosion, stable wireless
operations, and growing contributions from its technology
solutions business.


CINCINNATI BELL: Files Annual Report for Two Employee Plans
-----------------------------------------------------------
Cincinnati Bell Inc. filed with the Securities and Exchange
Commission annual reports on Form 11-K for the year ended
December 30, 2008, on two employee plans:

   1. Cincinnati Bell Inc. Savings and Security Plan; and
   2. Cincinnati Bell Retirement Savings Plan

                                                     Net Assets
                                                      Available
                                                   For Benefits
                                                   ------------
   Cincinnati Bell Inc. Savings and Security Plan   $55,403,000
   See http://ResearchArchives.com/t/s?3e59

   Cincinnati Bell Retirement Savings Plan         $111,172,000
   See http://ResearchArchives.com/t/s?3e5a

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter on May 1, 2009,
Moody's Investors Service lowered Cincinnati Bell's short term
liquidity rating to SGL-3 from SGL-1, reflecting primarily the
pending maturity of the Company's revolving credit facility in
early 2010.  Although the Company intends to extend the maturity
of the revolver, and has the capacity to repay the revolver
outstandings prior to its scheduled maturity in February 2010, the
lack of an external facility and the resulting modest cash
balances will leave the company with a lower liquidity cushion
over the forward four-quarter period ending March 31, 2010.
Still, Moody's recognizes the Company's ability to generate about
$380 million in cash from operations over the next year, which
should leave it in an adequate liquidity position overall.  Should
the Company refinance the maturing revolver with a multi-year
facility, the liquidity rating would likely improve.

As of March 31, 2008, Cincinnati Bell had $2.03 billion in total
assets and $2.66 billion in total liabilities, resulting in
$638.4 million in shareowners' deficit.


CINCINNATI BELL: Revolver Maturity Date Moved to August 2012
------------------------------------------------------------
Cincinnati Bell Inc. amended and restated its Credit Agreement,
originally dated as of February 16, 2005, with the lender parties,
Bank of America, N.A., as Administrative Agent and an L/C Issuer,
and PNC Bank, National Association, as Swingline Lender and an L/C
Issuer, pursuant to a Fourth Amendment dated as of June 25, 2009.

The existing Credit Agreement included a term loan facility
maturing on August 31, 2012, in the original principal amount of
$400 million -- of which $206 million is presently outstanding --
and a $250 million revolving credit facility maturing February 16,
2010.

Most of the changes to the existing Credit Agreement contained in
the Fourth Amendment relate to the revolving credit facility.  The
principal amount of the revolving credit facility is being reduced
from $250 million to $210 million, and the maturity date of the
revolving credit facility is being extended from February 16,
2010, to August 31, 2012.  The lenders party to the revolving
credit facility will change in part and decrease from 16 to 11
lenders. In addition, the pricing, fees and expenses on the
revolving credit facility have been modified.  Also, the Company
has the ability to incur up to $250 million -- increased from
$75 million -- of indebtedness arising from capital leases and
synthetic leases (including, as a result of the Fourth Amendment,
indebtedness from wireless tower sale and leaseback transactions).

The Fourth Amendment and the Amended Credit Agreement also contain
conforming changes necessary to implement the modifications and
certain other amendments.

Members of the lending syndicate under the Fourth Amended Credit
Agreement are:

   * Bank of America, N.A., as Administrative Agent and Lender;
   * The Royal Bank of Scotland plc;
   * PNC Bank, National Association;
   * Deutsche Bank Trust Company, Americas;
   * CoBank, ACB;
   * Export Development Canada;
   * Wells Fargo Bank, National Association;
   * Barclays Bank PLC;
   * Morgan Stanley Bank, N.A.;
   * Fifth Third Bank; and
   * The Bank of Kentucky, Inc.

The exiting revolving lenders are:

   * The Bank of New York Mellon;
   * BMO Capital Markets Financing, Inc.;
   * KeyBank National Association;
   * Credit Suisse, Cayman Islands Branch;
   * Societe Generale;
   * Wachovia Bank, National Association;
   * The Foothill Group, Inc.;
   * ING Capital LLC;
   * Goldman Sachs Credit Partners, L.P.; and
   * FirsTrust Bank

A full-text copy of the Fourth Amendment to Credit Agreement,
dated as of June 25, 2009, among Cincinnati Bell Inc., as
Borrower, the Guarantors signatories thereto, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and an L/C
Issuer, and PNC Bank, National Association, as Swingline Lender
and an L/C Issuer, is available at no charge at:

     http://ResearchArchives.com/t/s?3e57

A full-text copy of the Amended and Restated Credit Agreement,
dated as of June 25, 2009, among Cincinnati Bell Inc., as
Borrower, the Guarantors signatories thereto, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent and an L/C
Issuer, and PNC Bank, National Association, as Swingline Lender
and an L/C Issuer, is available at no charge at:

     http://ResearchArchives.com/t/s?3e58

On June 8, 2009, Cincinnati Bell, its wholly owned receivables
subsidiary Cincinnati Bell Funding LLC, the various Purchasers and
Purchaser Agents and PNC Bank, National Association as
Administrator entered into the Fourth Amendment to Receivables
Purchase Agreement.  The Fourth Amendment amends the Company's
Receivables Purchase Agreement originally entered into March 23,
2007, and subsequently amended, by amending the definition of
Receivables as well as the calculation of certain reserves and
performance ratios.

A full-text copy of the Fourth Amendment to Receivables Purchase
Agreement dated as of June 8, 2009, to the Receivables Purchase
Agreement, dated as of March 23, 2007, among Cincinnati Bell
Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the
Purchasers and Purchaser Agents identified therein, and PNC Bank,
National Association, as Administrator for each Purchaser Group,
is available at no charge at:

     http://ResearchArchives.com/t/s?3e5b

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter on May 1, 2009,
Moody's Investors Service lowered Cincinnati Bell's short term
liquidity rating to SGL-3 from SGL-1, reflecting primarily the
pending maturity of the Company's revolving credit facility in
early 2010.  Although the Company intends to extend the maturity
of the revolver, and has the capacity to repay the revolver
outstandings prior to its scheduled maturity in February 2010, the
lack of an external facility and the resulting modest cash
balances will leave the company with a lower liquidity cushion
over the forward four-quarter period ending March 31, 2010.
Still, Moody's recognizes the Company's ability to generate about
$380 million in cash from operations over the next year, which
should leave it in an adequate liquidity position overall.  Should
the Company refinance the maturing revolver with a multi-year
facility, the liquidity rating would likely improve.

As of March 31, 2008, Cincinnati Bell had $2.03 billion in total
assets and $2.66 billion in total liabilities, resulting in
$638.4 million in shareowners' deficit.


CIRCUIT CITY: Has Streambank as IP Assets Sales Consultant
----------------------------------------------------------
Circuit City Stores Inc. obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Streambank, LLC, as their intellectual property disposition
consultant, nunc pro tunc to March 23, 2009, pursuant to a
retention agreement, a copy of which is available for free at:

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

The Debtors also obtained the Court's permission to file under
seal certain confidential information included in the Application
due to the confidential and sensitive nature of the information.

Pursuant to the Debtors' request to sell certain of their
intellectual property, Internet-related property and customer
information to Systemax, Inc., or to other party that presents the
highest or otherwise best offer for the purchased IP Assets,
Streambank's extensive experience and resources will supplement
the marketing efforts begun by the Debtors' investment banker and
financial advisor, Rothschild, Inc., relates Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware.

In addition to the Purchased IP Assets, the Debtors have
identified certain other remaining intellectual property and
Internet-related assets, including certain copyright applications,
trademark applications, patents and patent applications,
registered domain names, toll-free numbers and customer
information.

The Debtors believe that Streambank is uniquely qualified to
maximize the value of all their IP Assets for their bankruptcy
estates.

As consultant, Streambank will:

  (a) identify the IP Assets, including collecting electronic
      copies of the IP Assets from the Debtors;

  (b) provide the Debtors with an inventory of the IP Assets;

  (c) evaluate the marketability of the IP Assets, including
      compiling sales histories with respect to the IP Assets
      and other information;

  (d) provide to the Debtors an evaluation of the Remaining IP
      Assets' marketability;

  (e) advise the Debtors on methods by which to maximize the IP
      Assets' value;

  (f) formally market the IP Assets and solicit transfers to any
      prospective party that is or which may be interested in
      acquiring the Assets that are:

      * designated by the Debtors from time to time;
      * identified by Streambank; and
      * directed to Streambank pursuant to the Retention
        Agreement;

  (g) promote the IP Assets through a program to be developed by
      Streambank, which may include electronic communications,
      pitchbooks, Internet Web sites, letters, fliers, signs,
      telephone solicitation, newspaper or other print
      advertising and other methods as Streambank may deem
      appropriate;

  (h) during the bid and offer process:

      * respond and provide information to, communicating with
        and obtaining offers from Prospective Transferees;

      * qualify Prospective Transferees;

      * educate Prospective Transferees regarding bid submission
        and managing the bid and offer process; and

      * make general recommendations to the Debtors as to
        whether or not any particular offer should be accepted
        or rejected;

  (i) once the Debtors and a Prospective Transferee have agreed
      in principle to enter into an agreement for the sale of
      certain IP Assets, and at the Debtors' request, assist the
      Debtors in negotiating the agreement;

  (j) furnish to the Debtors written progress reports as
      reasonably requested from time to time; and

  (k) make appearances in the Court to the extent reasonably
      necessary to obtain Court approval of a transfer of IP
      Assets.

                   Streambank's Compensation

Pursuant to the terms and conditions of the Retention
Agreement, Streambank will be paid a management fee of $50,000,
which will be reimbursed out of the first $50,000 of sale proceeds
from the Remaining IP Assets.  Accordingly, the Management Fee
will be payable only upon a sale of the Remaining IP Assets.

With respect to the Purchased IP Assets, Streambank will be paid a
commission ranging from 0% to 5% of the gross consideration,
depending upon (i) whether any bidders aside from the 10 bidders
listed on the Retention Agreement participate in the auction for
the Purchased IP Assets, and (ii) the total consideration received
for the Purchased IP Assets at the Auction.

If no bidders other than the 10 Excluded Bidders participate in
the Auction, Streambank's commission schedule will be:

  (1) if gross consideration does not exceed the consideration
      to be provided by Systemax's stalking horse bid, the
      commission rate will be 0%;

  (2) if the gross consideration is greater than that provided
      by the Stalking Horse Bid and less than or equal to
      ____________, the commission rate will be 2.5%; and

  (3) if the gross consideration is greater than ____________,
      the commission rate will be 1.25%.

If bidders other than the Excluded Bidders participate in the
Auction, Streambank's commission schedule will be:

  (1) if gross consideration does not exceed the consideration
      to be provided by the Stalking Horse Bid, the commission
      rate will be 0%;

  (2) if the gross consideration is greater than that provided
      by the Stalking Horse Bid and less than or equal to
      ____________, the commission rate will be 5%; and

  (3) if the gross consideration is greater than ____________,
      the commission rate will be 1.25%.

With respect to the Remaining IP Assets, including any
intellectual property assets that the Debtors and Streambank agree
to include to the Remaining IP Assets, Streambank's commission
will range from 0% to 20% of the gross consideration received for
the assets transferred.  Specifically:

  (1) if the gross consideration is less than $50,000, the
      commission rate is 0% provided that Streambank may recoup
      the Management Fee from the sale proceeds;

  (2) if the gross consideration is between $50,000 up to
      $1,000,000, the commission rate is 10%;

  (3) if the gross consideration is between $1,000,000 and
      $3,000,000, the commission rate is 15%; and

  (4) if the gross consideration is greater than $3,000,000, the
      commission rate is 20%.

Streambank will also be reimbursed for reasonable expenses
incurred in connection with the Retention Agreement.  The Debtors
submit that the fee structure included in the Retention Agreement
is consistent with and typical of Streambank's normal and
customary billing practices for comparable services for like-sized
and similarly complex cases, both in and out of bankruptcy.

Gabriel Fried, a principal at Streambank LLC, assures the Court
that Streambank is not a "creditor" with respect to fees and
expenses of any of the Debtors within the meaning of Section
101(10) of the Bankruptcy Code, and is a "disinterested person" as
that term is defined in Section 101(14).

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: EDC Seeks to File Tardy Proof of Admin. Claim
-----------------------------------------------------------
Export Development Canada asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to extend the deadline within which
it must file a proof of claim for its claim under Section
503(b)(9) of the Bankruptcy Code, and to allow its late-filed
administrative expense claim.

EDC provides credit insurance to Canadian companies that export
goods to companies located in the United States.  Under the terms
of the credit insurance policy, EDC pays the insured should its
customer file bankruptcy.

EDC insured the prepetition sales of TechCraft, a Canadian
corporation that had shipped goods to the Debtors on credit
within 20 days before the Petition Date with an invoice value of
$551,624, Richard I. Hutson, Esq., at Fullerton & Knowles, P.C.,
in Clifton, Virginia, relates.

According to Mr. Hutson, TechCraft filed an application for
payment on its claim against the Debtors with EDC on November 25,
2008.  TechCraft entered an assignment agreement whereby it
assigned its claims against the Debtors to EDC on January 16,
2009.

Neither EDC nor TechCraft filed a proof of claim for a Section
503(b)(9) claim before the December 19, 2008 deadline.  Mr.
Hutson notes that TechCraft did not file a Section 503(b)(9)
proof of claim because it had filed the Application for Payment
with EDC on November 25, 2008, and forwarded EDC the Bar Date
Notice on December 11, 2008.

EDC is a large entity, and many insurance claims similar to
TechCraft's are filed with it.  It is possible for information in
fast-paced bankruptcy cases to be delayed in reaching those
within EDC that perform functions, including filing proofs of
claim, due to its size, the sheer number of claims being filed in
today's economic climate and the lengthy claims reconciliation
process, Mr. Hutson says.

Once EDC did become aware that the Section 503(b)(9) Bar Date had
passed after the assignment of TechCraft's claim to it, it
immediately filed a proof of claim on the Section 503(b)(9) claim
and general unsecured claim of TechCraft on January 21, 2009, Mr.
Hutson maintains.

                         Debtors Object

EDC's Motion raises significant factual and legal issues that
must be analyzed under the standard articulated by the Supreme
Court in Pioneer Inv. Servs. Co. v. Brunswick Assoc. Ltd. P'Ship,
says Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia.  The Debtors submit that these issues should not be
resolved at this stage of their Chapter 11 proceedings.

Without discovery and full briefing, the Debtors are unable to
determine whether EDC has presented a valid basis for its request
to file a proof of claim after the Section 503(b)(9) Bar Date.
The Debtors submit that the Court should delay resolution of the
Motion until after they have confirmed a plan of liquidation, at
which time the Court should establish reasonable and appropriate
discovery and briefing schedules, Mr. Foley says.

In the event the Court determines that the Motion should go
forward at this time, the Debtors request that the Court
establish schedules at this time.

The Debtors reserve any and all rights with respect to the
Motion, and to contest any and all factual and legal issues
raised by or in the Motion or during discovery.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Court OKs Pact on Insurance Unit's Liquidation
------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, the Debtors
sought and obtained an order:

  (a) approving a commutation and release agreement between
      Circuit City Stores, Inc., and Northern National Insurance
      Ltd.;

  (b) authorizing Circuit City to engage in affiliate
      transactions with Northern National; and

  (c) approving Circuit City's authorization of Northern
      National's commencement of liquidation proceedings.

Northern National is a direct, wholly owned subsidiary of Circuit
City.  It is engaged in the business of insurance and
reinsurance.  Northern National was primarily formed for the
purpose of providing insurance to the Debtors in an amount
sufficient to cover the Debtors' deductibles under their third
party insurance agreements, Douglas M. Foley, Esq., at
McGuireWoods LLP, in Richmond, Virginia, relates.

The Debtors and Northern National were parties to various
contracts of insurance.  At different times during the course of
their relationship, the Debtors contracted with Northern National
to provide workers' compensation, general liabilities, and
automobile liability insurance sufficient to cover the
deductibles under the Debtors' third party insurance contracts,
according to Mr. Foley.

However, beginning in 2008, Circuit City determined that
utilizing Northern National for purposes of insuring the Debtors'
insurance deductibles was no longer optimal.  As a result,
Circuit City began to wind down Northern National's affairs.  To
that end, Northern National entered into a series of commutation
and release agreements, Mr. Foley relates.

Circuit City and Northern National entered into a Commutation and
Release Agreement with an effective date of September 1, 2008,
whereby Circuit City assumed all obligations associated with
general liability and automobile policies, as well as certain
workers' compensation policies.  Pursuant to the agreement,
Circuit City and Northern National released all claims against
each other.

Similarly, Northern National terminated its relationship with
that certain 2007 and 2008 Green Island Reinsurance Pools, and
the 2007 and 2008 Green Island Loss Stabilization Reinsurance
Pools, which Northern National entered to reallocate and
diversify risk under its various insurance contracts.

Northern National and other participants of the Green Island
Pools executed a certain Limited Commutation, Termination and
Release Agreement with an effective date of September 30, 2008.

Pursuant to the terms of the Green Island Commutation Agreement,
among other things, Northern National and the Pools' participants
fully and finally settled and commuted all ceded and assumed
liabilities resulting from Northern National's participation in
the Pools.  This resulted in a net payment by Northern National
to the Pools' participants in the amount of $1,209,610, Mr. Foley
informs the Court.  Northern National was released from any
further liability for losses stemming from its participation in
the Pools upon the effective date of the Green Island Commutation
Agreement.

Presently, Circuit City and Northern National are only parties to
two Insurance Contracts.  Under these contracts, Northern
National insures Circuit City's workers' compensation insurance
deductibles.  Given that Northern National has terminated its
participation in the Pools and only acts as an insurer under two
Insurance Contracts with Circuit City, the parties have
determined that Northern National should liquidate its assets for
the benefit of its stakeholders, Mr. Foley tells the Court.

As part of the liquidation efforts, it is necessary for Northern
National and Circuit City to terminate the two remaining
Insurance Contracts and related obligations.  Consequently,
Circuit City has agreed to release Northern National from its
duties and obligations under the Insurance Contracts, according
to Mr. Foley.

Mr. Foley relates that to memorialize the parties' agreement,
Circuit City and Northern National entered into a Commutation and
Release Agreement, which includes these significant terms:

  (a) Northern National will be deemed to have ceased to be a
      party to the Insurance Contracts as of March 1, 2009;

  (b) Northern National will pay Circuit City $6,392,755;

  (c) Upon receipt by Circuit City of the Commutation Amount,
      the Insurance Contracts will be irrevocably commuted and
      terminated.  Circuit City also agrees to discharge
      Northern National from any and all liability of whatever
      kind or character arising out of, or in connection with,
      the Insurance Contracts;

  (d) Circuit City agrees to undertake all former liabilities of
      Northern National arising under the Insurance Contracts.
      It also agrees to assume all liabilities arising from all
      related claims, proceedings, costs, demands, expenses,
      charges, losses, or liabilities of whatever kind or
      character;

  (e) Payment of the Commutation Amount will constitute full and
      final settlement of all liabilities, costs and expenses
      whether known or unknown as at the assumption date in
      relation to the Insurance Contracts;

  (f) In the event Northern National fails to pay the
      Commutation Amount, Circuit City may, at its option,
      rescind the Commutation and Release Agreement; and

  (g) Payment of the full Commutation Amount will constitute
      between the parties, their predecessors, successors,
      affiliates, subsidiaries, agents, officers, directors,
      shareholders, and assigns an irrevocable mutual release
      and discharge from any and all rights, liabilities, duties
      and obligations, present and future payment obligations,
      adjustments, executions, offsets, actions, causes of
      action, suits, debts, sums of money, accounts, reckonings,
      bond, bills, covenants, contracts, controversies,
      agreements, promises, damages, judgments, claims, demands
      or losses, whatsoever and howsoever arising under or in
      connection with the Insurance Contracts.

Mr. Foley says that the Commutation Amount will be offset against
Circuit City's outstanding obligation due under a promissory note
in favor of Northern National.

In addition to the outstanding promissory note with the Debtors,
Northern National's assets total approximately $9,000,000, which
consist mostly of loss reserve accounts, Mr. Foley relates.
These accounts were set aside to satisfy valid claims under
Northern National's insurance contracts.

According to Mr. Foley, in order to further wind down Northern
National for the benefit of its creditors and Circuit City, as
sole shareholder, Circuit City and Northern National agreed to
enter into a series of affiliate transactions, which include:

  (1) repayment of a $10,000,000 promissory note by Circuit City
      in favor of Northern National; and

  (2) the issuance of four dividends for the benefit of Circuit
      City.

In any event, no funds will be transferred from the Debtors'
bankruptcy estates to Northern National on account of any
Affiliate Transaction, Mr. Foley continues.

He relates that after repayment of the Note and issuance of
certain First, Second, and Third Dividends, Northern National
will have approximately $4,200,000 in cash and capital remaining
in its Loss Reserve Accounts.

In order to wind down its operations, Northern National must
surrender its certificate of registration to the Bermuda Monetary
Authority.  Upon acceptance of Northern National's Certificate of
Registration by the BMA, Northern National will then declare a
fourth and final dividend of approximately $4,100,000 in favor of
Circuit City.

After the Final Dividend is distributed, Northern City will have
approximately $271,182 in cash and capital remaining in its Loss
Reserve Accounts as it commences liquidation, Mr. Foley says.

KPMG Advisory Limited has been engaged to act as Northern
National's liquidator and to conduct a liquidation of all the
assets.

Other than amounts due to KPMG, legal fees, and miscellaneous
obligations owed to, among others, Marsh Management Services
(Bermuda) Ltd., Northern National's captive manager, for services
rendered through the effective date of liquidation, Northern
National will have no significant creditors or outstanding
obligations.

Indeed, after the Affiliate Transactions are consummated,
Northern National will have $271,182 remaining in the Loss
Reserve Accounts to satisfy the creditor claims.  Northern
National estimates its outstanding obligations upon the effective
date of its liquidation to be approximately $125,000, according
to Mr. Foley.

Any sums remaining in the Loss Reserve Accounts after
satisfaction of creditor claims will be paid to Circuit City in
its capacity as the sole shareholder of Northern National, Mr.
Foley tells the Court.

Circuit City, as sole shareholder of Northern National, has
determined, in its business judgment that the liquidation of
Northern National is in the best interests of Northern National
and the Debtors and their estates.

                    About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITIZENS REPUBLIC: Goodwill Charge Won't Affect S&P's 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Citizens Republic Bancorp Inc. (BB-/Negative/B) is unchanged by
the company's announcement that it is taking a goodwill impairment
charge because of continued deterioration in the credit quality of
its loan portfolios and lower earnings.

The goodwill impairment brings into question the fortitude of the
base platform and resurfaces the poor due diligence conducted when
Citizens acquired Republic.  Citizens is also considering several
capital-raising initiatives, including converting up to
$125 million of outstanding debt to common stock.  If asset-
quality metrics improve toward industry averages, S&P could revise
the outlook to stable.  Conversely, if the capital raise doesn't
materialize, or if it does and capital metrics rapidly or
materially decline with continued weakening in asset-quality
metrics, S&P could lower the rating.


CITIZENS REPUBLIC: Moody's Reviews 'Ba1' Subordinated Debt Rating
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Citizens Republic
Bancorp, Inc. (issuer rating at Baa3/Prime-3, subordinated debt at
Ba1) and its subsidiaries, including its lead bank, Citizens Bank,
Michigan (bank financial strength at C-, deposits at Baa2/Prime-2)
under review for possible downgrade.

The rating action follows Citizens' announcement that it is
exploring several initiatives to raise capital in light of recent
and ongoing economic deterioration in Michigan.  The weakening
economic conditions are also having a negative impact on Moody's
loss estimates for Citizens' loan portfolio.  As a result, the
review will focus on Citizens' ability to raise additional capital
to absorb higher credit costs.

Citizens' options for raising capital include the conversion of
holding company subordinated debt and trust preferred securities
into common stock.  Both of these securities are rated Ba1.
However, dividends on trust preferred securities can be deferred.
In Moody's view, if economic conditions continue to deteriorate
and Citizens is unable to raise enough capital to absorb higher
expected losses, the probability of a dividend deferral on the
trust preferred securities would increase.  As a result, the
review will focus on the appropriateness of increased notching for
these securities.

Moody's last rating action on Citizens was on May 6, 2009, when
Moody's downgraded the ratings.

Citizens Republic Bancorp, Inc., is headquartered in Flint,
Michigan and reported assets of $13.0 billion at March 31, 2009.

On Review for Possible Downgrade:

Issuer: Citizens Bank, Michigan

  -- Bank Financial Strength Rating, Placed on Review for Possible
     Downgrade, currently C-

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Baa2

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-2

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Downgrade, currently Baa2

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: Citizens Funding Trust I

  -- Preferred Stock, Placed on Review for Possible Downgrade,
     currently Ba1

Issuer: Citizens Republic Bancorp, Inc.

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba1

Outlook Actions:

Issuer: Citizens Bank, Michigan

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Citizens Funding Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Citizens Republic Bancorp, Inc.

  -- Outlook, Changed To Rating Under Review From Negative


CITY OF GILMER: Moody's Keeps Ba1 Underlying Rating on $7MM Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
on the City of Gilmer's $7,255,000 outstanding general obligation
limited tax debt.  At the same time, Moody's has also affirmed the
Baa3 rating on the water and sewer system's $5,740,000 million
outstanding revenue debt.  The general obligation rating reflects
the city's ongoing structural imbalance and unfavorable budgeting
practices resulting in strained general fund cash reserves.
Additionally the modest economic base, along with the lack of
willingness to raise revenues is an important consideration in
this rating assignment.  The water and sewer revenue rating
considers a small system that is able to provide adequate debt
service coverage for the outstanding revenue bonds as well as
support for the general fund.

Historical Structural Imbalance; General Fund Supported By Water
                        And Sewer Revenues

The city's general fund has historically relied on a transfer from
the water and sewer fund to cover operating expenses.  In fiscals
2005 through 2007, the transfers from the water and sewer fund of
approximately $903,000 represent 11% of expenses.  Without the
annual transfers, the city would have a combined deficit of
approximately $871,000.  City officials report the transfer is
done to meet the needs of the general fund and is not based on a
payment-in-lieu of taxes calculation or internal services cost
allocation.  Absent a clearly defined transfer policy, as is the
case with Gilmer, the reliance of the general fund for this
transfer creates a spiraling dependency and results in a
structural imbalance in the general fund.

In fiscal 2007 the city's general fund balance was a negative
$796,000 and had been negative for each of the previous five
fiscal years.  Contributing to the negative fund balance was a
general fund liability to the water and sewer fund of
approximately $1.2 million.  The city had carried this liability
for several years and attributes the liability to a loan from the
water and sewer fund to the general fund that occurred several
years ago.  As the general fund lacked the cash to satisfy the
liability, the liability was carried over each year resulting in a
negative fund balance.  In fiscal 2008, under the guidance of a
new auditor the city council acted to remove the liability from
the general fund balance sheet and treat the liability as an
inter-fund transfer from the water and sewer fund to the general
fund.  As a result, the general fund improved to a positive
$312,000 or 7.4% of revenues in fiscal 2008.  Although the general
fund balance improved, the cash balance declined by $187,000 from
fiscal 2007 to $315,000 at FYE 2008 indicating continued imbalance
as the accounting adjustment was solely responsible for the return
to a positive fund balance.  The cash balance provides for just
over one month of operating expenses, a financial position that
Moody's considers narrow.  City officials expect fiscal 2009 to
end with a contribution to fund balance but have balanced the
budget with the on-going water and sewer transfer.  Budget
preparations for fiscal 2010 are underway and officials indicate
that general fund expenses will be partially offset with an
additional water and sewer transfer.  Moody's views the general
fund as not self supporting and structurally imbalanced.  In
Moody's opinion, the budgetary practices are not consistent with
prudent financial management practices.

     Enterprise System Operations Maintain Investment Grade
                         Characteristics

The water and sewer system has approximately $5.7 million in
outstanding water and sewer revenue bonds.  The operating revenues
produced net revenues of $1.4 million in fiscal 2008.  The net
revenues provided for 2.4 times coverage of the water and sewer
revenue bonds and amply exceeded the 1.1 times covenant to bond
holders.  When the annual transfer out to the general fund is
considered as an operating expense, coverage declines to a
considerably narrow 0.9 times.  The ending cash balance in the
water and sewer fund declined by approximately $50,000 in fiscal
2008 to an ending balance of approximately $574,314 providing for
approximately 1.7 months of water and sewer operating expenses.
Officials site plans to increase the water and sewer rate by 3% in
fiscal 2010 and will attempt to implement similar annual
adjustments in the near term.  Although the water and sewer fund
is stressed by the yearly transfers of cash to the general fund,
it is still able to meet the legally defined obligation to
bondholders and meets expectations of a Baa3 water and sewer
system.

Stable But Limited Local Economy; Reluctance To Increase Tax Rate
             To Fully Support General Fund Operations

The tax base has expanded at a five year average annual pace of 7%
reaching $238 million in fiscal 2009.  In fiscals 2006, 2007 and
2008, the operations and maintenance tax rate was decreased
despite the need for revenue in the general fund.  In fiscal 2008
and 2009 the city levied an O&M tax rate of $6.52/$1,000.
According to city management, the city has historically avoided
raising tax rates and is adverse to keeping rates steady when
there is growth in the base.  However, management has now
expressed intentions to begin adjusting the tax rate to produce a
3% revenue increase each year.  If adequate growth occurs to
produce the 3% increase in revenues the tax rate will be held
steady.  The city has not expressed short term plans to raise
taxes to a level that would allow the general fund to operate in a
self-supporting manner as the water and sewer fund transfer has
represented an average of 15% of general fund revenues in the last
four years.  Moody's views the lack of self support in the general
fund as a key factor in the assignment of a non investment grade
rating.

                          Key Statistics

* Estimated 2007 Population: 5,208

* Per Capita Income: $16,823 (86% of state median)

* 2009 Full Value: $238 million

* 2009 Full Value per Capita: $45,783

* Direct Debt Burden: 5.1%

* Overall Debt Burden: 7.7%

* Payout in Ten Years: 57.9%

* FY 2007 General Fund Balance: Negative $796,000

* FY 2008 General Fund Balance: Positive $312,000

* General Obligation Debt Outstanding: $7.2 million

* Water and Sewer Revenue Bonds Outstanding: $5.7 million

* Fiscal 2008 Revenue Bond Coverage: 2.4 times

The last rating action on the City of Gilmer was on November 9,
2007, when Moody's affirmed the Ba1 underlying rating.


CLOVERLEAF ENTERPRISES: May Buy Back Rosecroft Raceway
------------------------------------------------------
Hanah Cho at Baltimore Sun reports that Mark Vogel said that he
has reached a tentative deal to repurchase Cloverleaf Enterprises
Inc.'s Rosecroft Raceway.

According to Baltimore Sun, Mr. Vogel owned Rosecroft for four
years before financial troubles forced him to file for bankruptcy
protection in 1991.

Cloverleaf Enterprises President Kelley Rogers said that the
Company has been in talks with Mr. Vogel in the past two weeks and
that Mr. Vogel was "preparing an offer," Baltimore Sun relates.

Baltimore Sun states that Rosecroft has been in conflict with the
state's thoroughbred industry -- the Maryland Jockey Club, the
Maryland Thoroughbred Horsemen's Association, and the Maryland
Horse Breeders Association -- over an agreement that requires the
track to pay $5.9 million per year to get simulcast signals for
thoroughbred racing.  Any buyer of Rosecroft would have to resolve
that dispute, the report says, citing Alan Foreman, the attorney
for the Maryland Thoroughbred Horsemen's Association.

Baltimore Sun reports that John Franzone, chairman of the racing
commission, said that he will reserve judgment on whether Mr.
Vogel would make a good owner because the commission would have to
approve the transfer of Rosecroft's racing license to any
potential purchaser.

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


CONEXANT SYSTEMS: Files Annual Report for Retirement Savings Plan
-----------------------------------------------------------------
Conexant Systems, Inc., filed with the Securities and Exchange
Commission an annual report on Form 11-K for the year ended
December 31, 2008, on the Conexant Systems, Inc. Retirement
Savings Plan.  As of December 31, the Plan had $127,383,787 in Net
Assets Available For Benefits.  A full-text copy of the Report is
available at no charge at http://ResearchArchives.com/t/s?3e65

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore and Israel.

As of April 3, 2009, the Company's balance sheet showed total
assets of $392.2 million and total liabilities of $557.9 million,
resulting in total shareholders' deficit of $164.9 million.

Conexant's loss from continuing operations for the six fiscal
months ended April 3, 2009 was $25.3 million.  Its losses from
continuing operations for fiscal 2008, 2007 and 2006 were
$133.4 million, $221.2 million, and $97.1 million, respectively.
The results have had a negative impact on Conexant's financial
condition and operating cash flows.  Conexant's primary sources of
liquidity include borrowing under its credit facility, available
cash and cash equivalents.  Conexant believes that its existing
sources of liquidity, together with cash expected to be generated
from product sales, will be sufficient to fund operations,
research and development, anticipated capital expenditures and
working capital for at least the next 12 months.

However, Conexant cannot provide any assurance that its business
will become profitable or that it will not incur additional
substantial losses in the future.  Additional operating losses or
lower than expected product sales will adversely affect its cash
flow and financial condition and could impair its ability to
satisfy indebtedness obligations as such obligations come due.  If
at a future date Conexant is unable to demonstrate that it has
sufficient cash to meet its obligations for at least the next 12
months, Conexant said it may no longer be able to use the "going
concern" basis of presentation in its financial statements.  The
receipt of a "going concern" qualification in future financial
statements would likely adversely impact Conexant's ability to
access the capital and credit markets and impede its ability to
conduct business with suppliers and customers.


COPIA: Court Lets Chapter 11 Bankruptcy Case to Proceed
-------------------------------------------------------
The Associated Press reports that the Hon. Alan Jaroslovsky of the
U.S. Bankruptcy Court for the Northern District of California has
ruled that Copia can proceed with its plan to emerge from
bankruptcy.

As reported by the Troubled Company Reporter on December 10, 2008,
ACA Financial Guaranty Corporation, Copia's main creditor and
which insures the Company's $78 million bond debt, asked the Court
to deny the Debtor's petition for Chapter 11 bankruptcy
protection, claming that Copia's bankruptcy is an attempt to
relieve its debt at the creditors' expense so it can become a for-
profit enterprise.

Under Copia's reorganization plan, the Company's largest creditor,
Bank of New York Mellon, would acquire the $78 million complex,
The AP states.  The AP relates that a community group could then
acquire Copia from the bank and turn the Company into a conference
center.  According to The AP, a small group of creditors objected
the settlement, but Judge Jaroslovsky said that the bankruptcy can
proceed while the creditors pursue the case.

Copia is a culinary museum and cultural center in Napa,
California.  It includes a grand building on the Napa River,
organic gardens, outdoor kitchens, wine tasting rooms, exhibition
galleries and a restaurant called Julia's Kitchen.

Copia filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of California on
December 1, 2008.


CRESCENT RESOURCES: Court Approves Garden City as Claims Agent
--------------------------------------------------------------
Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Crescent Resources, LLC and
its debtor-affiliates to employ The Garden City Group, Inc. as
claims and noticing agent.

GCG is expected to, among other things:

   a) notify all potential creditors of the bankruptcy petition
      and of the setting of the first meeting of creditors;

   b) assist with and maintain an official copy of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs, listing the Debtors' known creditors and
      the amounts owed thereto; and

   c) design, maintain and operate in conjunction with the Debtors
      a Web site, http://www.crescent-resourcesinfo.com/,as a
      centralized location where the Debtors will provide
      informations about the Debtors' cases, including, at the
      Debtors' discretion, certain orders, decisions, claims, or
      other documents filed in the Chapter 11 cases.

Jeffrey S. Stein, vice president of GCG, tells the Court that the
firm's retainer id $50,000.

                     About Crescent Resources

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

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


CUBIC ENERGY: Wells Fargo Waives $12.5MM Payment Until Sept. 1
--------------------------------------------------------------
Cubic Energy, Inc., received June 29, 2009, a letter from Wells
Fargo Energy Capital, Inc. informing the Company that the Lender
has made a redetermination of the borrowing base, which reduced
the borrowing base from $20.0 million to $7.5 million, requiring a
payment of $12.5 million from the Company to the Lender.  Through
waiver, the Lender has extended the due date for the full payment
due until September 1, 2009, and the Company has the right to pay
the deficiency in five monthly installments as provided in the
Credit Agreement.

The Company also received a letter June 26, 2009, from NYSE Amex,
LLC stating that the Exchange believes that the Company is not in
compliance with Section 1003(a)(iv) of the Exchange's Company
Guide as the Company has sustained losses or its financial
condition has become impaired to the extent that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations or meets its
obligations as they mature.  The Company intends to submit a plan
to the Exchange by July 27, 2009 detailing how it intends to
regain compliance with Section 1003(a)(iv) by December 28, 2009.

If the Company does not submit a plan, the plan is not accepted,
the Company does not make progress consistent with an accepted
plan, or the Company is not in compliance with the continued
listing standards by December 28, 2009, the Company is subject to
delisting proceedings.  The Company would be entitled to appeal a
determination by the Exchange to initiate delisting proceedings.

Calvin Wallen III, CEO for the Company, states, "Cubic is
currently working to restructure its debt with a business model
that can service future debt and growth.  Our intention is to
remedy both deficiencies through this business model to
restructure our debt and raise capital for the exploitation of our
assets in the Haynesville Shale.  As indicated in previous Press
Releases, resource evaluations made by the Company's third party
engineers and the data collected by the Company with respect to
wells drilled on and around our acreage; we believe the resource
potential of our Haynesville Shale is approximately 200-220 Bcfe
of free gas, and approximately 60 Bcfe recoverable, per square
mile. For the Company, that equates to 1.3 Tcfe of free gas and
390 Bcfe of recoverable gas in the Haynesville Shale alone. We
intend to meet Wells Fargo's request and present an acceptable
plan to the NYSE Amex, LLC in a timely manner."

Based in Dallas, Texas, Cubic Energy, Inc. (NYSE Amex:QBC) --
http://www.cubicenergyinc.com/-- is an independent upstream
energy company engaged in the development and production of, and
exploration for, crude oil and natural gas.  The Company's oil and
gas assets and activity are concentrated primarily in Louisiana
and Texas.

At March 31, 2009, the Company had $15,779,343 in total assets,
$25,007,795 in total current liabilities, and $2,000,000 in long-
term liabilities, resulting in $11,228,452 stockholders' deficit.


CURRENT RIVER: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Current River Capital LLC and its affiliate, Tekeni Partners LLC,
have filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Tennessee.

Wendy Lee at The Tennessean reports that Current River went
bankrupt partly due to weaker sales during the recession.  Glen
Watson, Current River's lawyer, said that Current River won't
close any locations.

According to The Tennessean, Current River listed $100,001 to
$500,000 in assets and $1 million to $10 million in debts.  The
Company owed The CIT Group/Equipment Financing Inc., its largest
creditor and which provided financing to the Debtors, up to
$2.87 million, says The Tennessean.

Current River Capital LLC is Dunkin' Donuts' largest franchisee in
the Nashville area.  The Hendersonville-based company and its
managing company, Tekeni Partners LLC, operate seven locations of
Baskin-Robbins, Dunkin' Donuts and Dunkin' Donuts/Baskin-Robbins
in Goodlettsville, Gallatin, Nashville, Lebanon, Old Hickory, and
Hermitage.  Tekeni is listed as the franchisee for these stores.
Current River Capital employs 108 hourly and nine salaried
workers.


CYRUS PARSA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Cyrus Parsa
               Sybil V Parsa
               6670 N. Los Leones Drive
               Tucson, AZ 85718

Bankruptcy Case No.: 09-14469

Chapter 11 Petition Date: June 25, 2009

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

Judge: James M. Marlar

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

Total Assets: $1,046,812

Total Debts: $1,745,263

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

     http://bankrupt.com/misc/azb09-14469.pdf

The petition was signed by the Joint Debtors.


DAN MOSER COMPANY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dan Moser Company, Inc.
        1503-A Waxhaw Indian Trail Road
        Indian Trail, NC 28079

Bankruptcy Case No.: 09-31694

Type of Business: The Debtor operates a real estate company.

Chapter 11 Petition Date: June 26, 2009

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: G. Martin Hunter, Esq.
                  mhunter@shufordhunterpllc.com
                  Shuford Hunter, PLLC
                  301 S. McDowell St., Suite 1012
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Regions Bank                   property          $2,557,325
P.O. Box 11407
Birmingham, AL 35246-0054

DMC Rentals                    loan              $1,062,531
1503-A Waxhaw Indian Trail
Road
Indian Trail, NC 28079

BB&T                           property          $525,480
P.O. Box 580003
Charlotte, NC 28258-0003

Cabarrus County Tax Collector  property tax      $33,602

Interstate Seeding                               $30,589

Gaston County Tax Collector    property tax      $27,784

Essex Richards                 legal services    $15,281

Caudle & Spears                legal services    $12,591

Rutledge Group                 maintenance       $10,000

City of Concord Tax Office     property taxes    $9,896

Summit                         soil testing      $7,440

Salomon and Assoc.             property          $5,879

Philadelphia Insurance         insurance         $5,861
Companies

Tarheel Pavement Cleaning      services          $5,830
Service

Carolina Blue Pools            property          $5,697

Mecklenburg County Tax         property tax      $4,724
Collector

Eastwood Homes                 reimbursement     $4,140

First American Real Estate     payment of taxes  $3,550
Tax Service

Fifth Third Bank               letter of credit  $3,203

The petition was signed by Sharon Moser, president and chief
executive officer.


DELPHI CORP: Deloitte Wins Court Nod to Cancel Services
-------------------------------------------------------
Deloitte & Touche LLP obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York for the termination of
its retention by Delphi Corporation and its debtor-affiliates as
independent auditors and accountants pursuant to Sections 327(a),
328(a) and 1107(b) of the Bankruptcy Code.

Deloitte & Touche performed auditing and accounting services for
the Debtors, including:

  (i) performing an audit of the Debtors' financial statements
      for the fiscal year ended December 31, 2005;

(ii) providing an opinion as to management's assessment of the
      effectiveness of the Debtors' internal controls over
      financial reporting as of December 31, 2005;

(iii) performing reviews of interim financial statements for the
      three and nine-month periods ended September 30, 2005;

(iv) assisting the Debtors in their preparation of certain
      mandatory governmental reports; and

  (v) rendering certain other accounting services as may have
      been necessary.

Gregory Schwed, Esq., at Loeb & Loeb LLP, in New York, notes that
Deloitte & Touche completed the 2005 Audit in July 2006 and has
not done any significant work except in connection with the
issuance of its last audit consent, which was completed in March
2008.  Moreover, Mr. Schwed notes, the Debtors have sought and
obtained the Court's authority to employ Ernst & Young LLP to
replace Deloitte & Touche as their auditors for the fiscal year
ended December 31, 2006 and December 31, 2007.  Against this
backdrop, the Debtors and Deloitte nevertheless agreed to
continue the firm's employment for the sole purpose of ensuring
that Deloitte & Touche could issue audit consents if necessary
and appropriate.  However, based on the number of years elapsed
since the 2005 Audit, it is no longer necessary to publish or
reproduce Deloitte & Touche's report in connection with the 2005
Audit or any other reports or documents prepared by Deloitte &
Touche in connection with its engagement by the Debtors, the
Debtors reason.  There will also be no need for Deloitte's
issuance of any further audit consents in connection with the
Debtors' Chapter 11 cases, Mr. Schwed says.

Mr. Schwed points out that if the Motion to Terminate is granted,
Deloitte & Touche would be able to perform professional services
for third parties in connection with the Debtors, including a
current potential purchaser of assets, for which some preliminary
work has been done, subject to applicable professional and
internal Deloitte standards and confidentiality safeguards.  He
says that the tax planning assistance could benefit the Debtors'
estates by clearing the way for that purchaser to make a bid.

He assures the Court that termination of Deloitte & Touche's
employment would not prejudice the Debtors' estates because the
firm would not accept any Delphi-related third-party engagement
unless the engagement would be appropriate under applicable
professional standards.  He also maintains that Deloitte & Touche
will abide by its customary procedures and policies to
appropriately protect the confidential information obtained by
the firm in the course of its engagement for the Debtors.  He
notes that any confidential information by Deloitte & Touche
through its work for the Debtors is, at this point, likely to be
stale.  Given the changed landscape in the Debtors' Chapter 11
cases since 2006, any information obtained by Deloitte & Touche
through the course of its employment is likely to be of greatly
diminished value, Mr. Schwed relates.

Mr. Schwed adds that despite termination of Deloitte & Touche's
employment, the firm's fees will still remain subject to the
Court's approval after the filing of a final fee application.
Deloitte & Touche, however, defers filing of a final fee
application until time as (i) the Debtors' other professionals
may do so or (ii) directed by the Court.

                       About Delphi Corp.

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

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

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

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


DELPHI CORP: Computer Sciences Sues for Breach of Services Pact
---------------------------------------------------------------
Computer Sciences Corporation filed a complaint against Delphi
Corporation for relief necessary to mitigate damages due to
alleged breaches of Delphi under a Master Services Agreement,
including declaratory judgment, specific enforcement of escrow
and prepayment obligations, and preliminary injunction.

Under a postpetition agreement between Computer Sciences and
Delphi, Computer Sciences provides Delphi technology services,
including worldwide telecommunication, network support,
application development and maintenance services.  Base charges
under the Services Agreement total $6,056,759 per month.  The
Agreement provides that unless invoiced charges are formally
disputed by Delphi, the Debtor must pay those charges according
to a specific schedule or a payment cycle of 45 days.

As of April 2, 2009, undisputed charges outstanding under the
Services Agreement totaled $12,725,513, according to Computer
Sciences.  Delphi did not dispute those charges and they became
immediately due and payable, Computer Sciences notes.  Computer
Sciences alleges that Delphi did not pay the undisputed charge,
and despite a notice of default served by Computer Sciences,
Delphi did not cure the undisputed amounts within a 30-day cure
period.

Subsequently, Computer Sciences terminated the Services Agreement
effective May 5, 2009.  Upon termination, Computer Sciences has
the right to require Delphi to pay in advance on a monthly basis
for any continuing Termination Assistance Services pursuant to
the termination provisions of the Services Agreement.  Computer
Sciences then served a notice to Delphi of its demands for
prepayment for the Termination Assistance Services for May and
June 2009.  Delphi, however, has refused to prepay the
Termination Assistance Services, Computer Sciences tells the U.S.
Bankruptcy Court for the Southern District of New York.

Computer Sciences may require Delphi, within 15 days, to deposit
into an escrow account any disputed amount exceeding a month's
Monthly Base Charges.  As of June 9, 2009, Delphi deposited into
the escrow account $9,474,412, while the total Disputed Charges
equaled $16,909,802.  Thus, also on June 9, 2009, Computer
Sciences delivered to Delphi a demand for deposit of escrow
amounts requiring Delphi to deposit an additional $1,378,631 in
light of the Monthly Base Charge threshold of $6,056,759.
Delphi's failure to deposit the $1,378,631 into escrow by
June 30, 2009, would constitute a breach of the Services
Agreement, Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr,
P.C., in Dallas, Texas, contends.

Mr. Urbanik tells the Court that there exists an actual, present
controversy between Computer Sciences and Delphi as to whether
the Services Agreement has been terminated, whether and to what
extent Computer Sciences must provide Termination Assistance
Services, and whether Delphi must prepay for the Termination
Assistance Services on a monthly basis.  He asserts that Delphi
breached the Agreement by:

  -- failing and refusing to prepay Computer Sciences monthly of
     the Termination Assistance Services;

  -- failing and refusing to (i) pay undisputed charges under
     the Agreement and (ii) prepay Computer Sciences on a
     monthly basis for Termination Assistance Services, as
     required by the Agreement.

Delphi also failed to pay past due undisputed charges stemming
from various projects for $16,909,802, Mr. Urbanik tells the
Court.

Computer Sciences asserts that as a result of Delphi's breach, it
has suffered and will continue to suffer damages, including those
associated with Computer Sciences' third party agreements, costs
of personnel and failure to recover through charges balance sheet
amounts and overhead.

Against this backdrop, Mr. Urbanik argues that Computer Sciences
should not be put in a position in which it must take good faith
action to protect Delphi from preventable business damage, while
being subjected by Delphi's own breaches to inequitable payment
risks with respect to those good faith actions.

Computer Sciences thus ask the Court to enter:

  (a) a declaratory judgment, pursuant to Rule 57 of the Federal
      Rules of Civil Procedure, determining that Computer
      Sciences properly terminated the Master Services Agreement
      and is entitled to monthly prepayments for continuing
      Termination Assistance Services sought by Delphi under the
      Agreement;

  (b) an order of specific performance requiring Delphi to
      prepay for the Termination Assistance Services and deposit
      certain sums into escrow to secure Computer Sciences in
      the payment of $1,378,631, pending resolution of disputes
      regarding a set of specifically identified charges;

  (c) as an alternative to specific performance, a mandatory
      injunction requiring Delphi to make the contractually
      required payments and deposits;

  (d) all orders to advance all of Computer Sciences' causes of
      action for expedited hearing;

  (e) an order granting Computer Sciences all damages for
      breaches of the Agreement by Delphi;

  (f) an order granting Computer Sciences based on quantum merit
      for services provided for Delphi that Computer Sciences
      expected and intended to be paid;

  (g) an order granting the payment of an administrative
      priority claim to Computer Sciences pursuant to Section
      503 of the Bankruptcy Code;

  (h) an order awarding Computer Sciences any and all damages
      against Delphi in an amount to be determined at trial; and

  (i) an order awarding Computer Sciences' attorneys' fees and
      costs as is appropriate.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: To Close Vandalia Plant, Lay Off 116 Workers
---------------------------------------------------------
Delphi Corporation will lay off 116 workers in line with the
shutdown of its Vandalia, Ohio, starting August 2009, Dayton News
Journal reports.

Delphi stated in May 2009 that it will stop production of air
bags, seat belts and other occupant-safety equipment at the
Vandalia Plant by the end of the year.

Delphi already informed Ohio officials of the Vandalia plant
closure, Dayton News Journal says.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: DSRA Retains Krieg Devault to Fight for Pensions
-------------------------------------------------------------
Delphi Salaried Retirees Association (DSRA) has retained Krieg
DeVault LLP of Indianapolis to challenge the Delphi Corporation's
announced intention of allowing its salaried pension program to
default to the federal government's Pension Benefit Guaranty
Corporation (PBGC).

Den Black, interim chair, DSRA, said, "The situation has become
critical.   Immediate legal steps must be taken to prevent the
pension default.  Some 15,000 hard-working Americans stand to
lose 30 to 70 percent of their pension at a time when they
suddenly have had to pay up to ten times the cost of health care
and life insurance.  It is imperative that the Delphi Salaried
Pension Fund be fully funded to prevent financial disaster for
thousands of people who worked a lifetime to earn this benefit.

"This is a precedent-setting case that could determine
outcomes for millions of other retirees whose former employers
are under bankruptcy protection," he added.

Mr. Black also reminded the Delphi salaried retirees to continue
to contact congressional representatives and members of the Obama
Administration to enlist their support to prevent the default, as
well as to revert the pension plan to General Motors from which
the plan originated.   "It is critical that each Delphi salaried
retiree stay in contact with his or her government
representatives.  We have advised the White House, the Treasury,
the Automotive Task Force and congressional leaders that a
default could lead to permanent serious economic impact --
millions of dollars every year -- to the communities of Delphi
retirees, let alone the retirees themselves.

"The Obama administration has spoken of 'equality of sacrifice.'
It would be a tragedy if one group -- the salaried retirees --
would suffer disproportionately through a pension default, while
other groups would be able to enjoy the benefits they had been
promised for decades.  We want all retirees -hourly and salaried -
to receive what they have earned."

General Motors spun off Delphi 10 years ago.  "The deck was
stacked against Delphi's salaried retirees at the spinoff.  We
ask the government to do what is reasonable and right.  We are
only asking for 'fair and equitable' treatment as compared to our
General Motors counterparts.  Most of us spent our entire careers
as GM salaried employees until the 1999 spin off.  We are GM
people," Mr. Black emphasized.

                         About Delphi Corp

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

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

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

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


DOMINO'S PIZZA: Unit Secures $50-Mil. L/C Facility with Barclays
----------------------------------------------------------------
Domino's Pizza LLC, a subsidiary of Domino's Pizza, Inc., entered
into a Letter of Credit Agreement on June 22, 2009, with Barclays
Bank PLC.

Barclays will issue, at DPL's request, up to $50.0 million of
standby letters of credit for the account of DPL and its
subsidiaries.  Pursuant to the L/C Agreement, DPL will (a)
maintain a cash collateral account holding an amount equal to 105%
of the liabilities of any outstanding letters of credit and (b)
pay to Barclays quarterly commitment fees of 0.375% per annum of
the unused portion of the Commitment and quarterly letter of
credit fees of 0.75% per annum of the undrawn face amount of any
outstanding letters of credit.

A full-text copy of the L/C Agreement is available at no charge at
http://ResearchArchives.com/t/s?3e5c

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc. is the
number one pizza delivery company in the United States and has a
leading international presence.  The Company operates through a
network of Company-owned stores, all of which are in the United
States, and franchise stores located in all 50 states and in more
than 60 countries.  In addition, Domino's Pizza operates regional
dough manufacturing and supply chain centers in the United States
and Canada.

At March 22, 2009, Domino's Pizza had $473,429,000 in total
assets; $177,594,000 in total current liabilities and
$1,692,539,000 in total long-term liabilities, resulting in
$1,396,704,000 in stockholders' deficit.


EARTH SEARCH: Malone & Bailey Raises Going Concern Doubt
--------------------------------------------------------
Malone & Bailey, PC, in Houston, Texas, in its audit report dated
June 26, 2009, raised substantial doubt about Earth Search
Sciences, Inc.'s ability to continue as a going concern.

Earth Search incurred losses from operations of $7,841,381 and
$4,601,086 for the years ended March 31, 2009 and 2008,
respectively and has an accumulated deficit of $71,838,024 and
negative working capital of $18,570,363 as of March 31, 2009.

At March 31, 2009, Earth Search had $1,143,696 in total assets,
$19,671,996 in total liabilities and $18,528,300 in stockholders'
deficit.

Management is trying to raise additional capital through sales of
stock.

Headquartered in Lakeside, Montana, Earth Search Sciences Inc. is
working with certain investors to develop and employ technology in
the extraction of oil and gas from oil shale.  The Company is also
seeking joint venture opportunities with private industry,
universities and state and federal agencies to develop, package
and deliver, through the application of its hyperspectral remote
sensing solutions, applications and associated technologies,
airborne mapping products and services.


EDDIE BAUER: Can Hire Kurtzman Carson as Claims and Noticing Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Eddie Bauer Holdings, Inc., and its debtor-affiliates to employ
Kutzman Carson Consultants LLC as notice, claims and solicitation
agent.

KCC is expected to, among other things, provide noticing, claims
processing services to the Debtors.  KCC is also appointed as
agent for the office of the Bankruptcy Clerk and is designated as
the authorized repository for all proofs of claims filed in the
Chapter 11 cases and is authorized and directed to maintain
official claims registers for each of the Debtors and to provide
the Clerk's Office with a certified duplicate thereof as the
Clerk's Office may direct.

KCC received a $40,000 retainer.

Michael Frishberg, vice president of corporate restructuring
services, assured the Court that KCC is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Eddie Bauer Holdings

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 a 35-Day Extension for Filing of Schedules
-------------------------------------------------------------
Eddie Bauer Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend for an
additional 35 days their time to file their:

   a) schedules of assets and liabilities;
   b) statement of financial affairs;
   c) schedule of current income and expenditures;
   d) statement of executory contracts and unexpired leases; and
   e) list of equity and security holders.

The Debtors relate that they need additional time to complete and
file their schedules and statements.

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: Wins Court Approval to Auction Assets
--------------------------------------------------
According to Steven Church at Bloomberg News, Eddie Bauer Holdings
inc. obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to sell itself at an auction next month.

Eddie Bauer Holdings, Inc., sought the Bankruptcy Court's approval
of a sale process under which a CCMP Capital Advisors, LLC,
affiliate would buy the business for $202 million, absent higher
and better bids at an auction.

Greg Lamm at The Puget Sound Business Journal reports that
Macerich Co. and three other landlords -- Southgate Mall
Associates, The Forbes Co., and Cousins Properties Inc. -- have
filed an objection on Eddie Bauer Holdings, Inc.'s request for an
auction date.

According to Business Journal, the creditors said that they worry
that the terms of leases with Eddie Bauer won't be honored.

Business Journal relates that Eddie Bauer wants the U.S.
Bankruptcy Court for the District of Delaware to set a bid
deadline of July 14, as well as a July 16 date to auction off the
its assets, but Macerich and the three other landlords want more
time to evaluate any proposed deal.  The creditors said in court
documents, "The landlords did not create debtors' financial
maladies, and should not bear the consequences of this bankruptcy
through loss of their contractual rights."

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.


EMPIRE METAL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Empire Metal Recycling, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Protection in the U.S.
Bankruptcy Protection for the U.S. Bankruptcy Court for the
Southern District of West Virginia.

Court documents say that Empire Metal has up $50,000 in assets,
and $100,000 to $500,000 in liabilities, which include:

     -- $13,652 owed to the Ohio Department of Workers
        Compensation;

     -- $13,538 owed to Cintas Corp. for first aid and safety;

     -- $21,371 owed to the Internal Revenue Service for unpaid
        unemployment and payroll taxes;

     -- $30,933 owed to Nautilus Insurance for its liability
        insurance;

     -- $26,398 owed to Valley Natural Gas for purchases; and

     -- unpaid advertising to The Tribune.

Jim Sullivan at The Ironton Tribune reports that Empire Metal said
it would immediately close its facilities, except for its
Huntington steelyard.

According to The Ironton Tribune, Empire Metal has suffered
setbacks including being a constant target for thieves since its
July 2005 expansion into the old Advanced Cast Products buildings.
Empire Metal's Huntington headquarters was the victim of a fire
that started in a large pile of junk cars that were stacked up
against its building in June 2008, The Ironton Tribune states.

The Ironton Tribune says that Empire Metal was burning through
large amounts of cash just to stay afloat, but it was being held
hostage by an arsenal of invoices that its subsidiaries hadn't
paid.  Empire Metal, with only its Huntington steelyard still
operational, has laid off workers, the report states.

According to court documents, Empire Metal listed a debtor-in-
possession account with U.S. Bank that has a current balance of
$32,203.

Empire Metal, The Ironton Tribune states, has retained Joseph
Caldwell to advise it through the bankruptcy proceedings.

The Ironton Tribune relates that a court hearing is set for
July 23 for Empire Metal's creditors.

Empire Metal Recycling, Inc., is based in Huntington, West
Virginia.  It processes and ships all types of scrap metals.


FALLS VILLAGE GOLF: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Falls Village Golf, LLC
        115 Falls Village Lane
        Durham, NC 27703

Bankruptcy Case No.: 09-05339

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Jason L. Hendren, Esq.
                  Hendren & Malone, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  Email: bwood@hendrenmalone.com

Total Assets: $2,578,230

Total Debts: $14,846,716

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

          http://bankrupt.com/misc/nceb09-05339.pdf

The petition was signed by Steven Singer, manager of the Company.


FILENE'S BASEMENT: Fendi May Continue Trademark Suit
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, at the behest of
Italian handbag maker Fendi Srl, the U.S. Bankruptcy Court for the
District of Delaware lifted the automatic stay to allow it to
continue a trademark counterfeiting suit originally brought in
January 2006 against Filene's Basement Inc.  Fendi Srl said its
request is warranted because the parties have completed fact
investigations and witness examinations and have filed motions for
summary judgment.  Fendi Srl filed the lawsuit against Filene's
and its former parent Retail Ventures Inc. before the U.S.
District Court for the Southern District of New York.

Filene's has sold its assets to Syms Corp. and Vornado Realty
Trust on a bid worth $65.8 million.  Syms and Vornado purchased
the leases, inventory, trademarks, intellectual property and as
much as $8.8 million in liabilities.  Now that the business has
been sold, the bankrupt company is changing its formal name to BF
Liquidating Estate, Bill Rochelle said.

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

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

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.  Retail Ventures in April 2009 transferred
the unit to Buxbaum.


FORD MOTOR: To Boost Output; Expects to Top June Sales
------------------------------------------------------
Keith Naughton at Bloomberg News reports that Ford Motor Co. said
it's boosting production as its June sales of cars and trucks will
have the "lowest" decline among the biggest automakers.
Spokesperson Mark Truby said Ford plans to add 25,000 more
pickups, small cars and crossovers to its third-quarter North
American output, for a 16% hike from a year earlier to 485,000
vehicles.

Ford expects to report that its retail sales to individual buyers
in June will be down 10% to 15% from a year earlier, Bloomberg
reported, citing Ford sales analyst George Pipas.  The Company's
total fell 24% in May and 37% in this year's first five months.

Ford Motor Co. is the only major U.S. automaker that hasn't filed
for bankruptcy.  Chrysler LLC and General Motors Corp. have sought
bankruptcy protection and have been accessing loans from the U.S.
government to stay afloat.  According to Mr. Naughton, Ford said
June 1 it would increase third-quarter output by 42,000 to try to
capture sales from rivals GM and Chrysler after they idled plants
while in Chapter 11.

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

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

                          *     *     *

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

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


FORD MOTOR: Files Annual Report for Two Employee Plans
------------------------------------------------------
Ford Motor Company filed with the Securities and Exchange
Commission annual reports on Form 11-K for the year ended
December 31, 2008, on two employee plans:

   1. Ford Motor Company Tax-Efficient Savings Plan for Hourly
      Employees Committee; and

   2. Ford Motor Company Savings and Stock Investment Plan for
      Salaried Employees Committee

                                                     Net Assets
                                                      Available
                                                   For Benefits
                                                   ------------
   Ford Motor Company Tax-Efficient Savings      $2,483,662,586
   Plan for Hourly Employees Committee
   See http://ResearchArchives.com/t/s?3e5f

   Ford Motor Company Savings and Stock          $4,681,845,482
   Investment Plan for Salaried Employees
   Committee
   See http://ResearchArchives.com/t/s?3e60

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

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

                          *     *     *

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

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


FORT WAYNE: U.S. Trustee Appoints 10-Member Creditors Committee
---------------------------------------------------------------
Nancy J. Gargula, U.S. Trustee for Region 10, appointed 10
creditors to serve on the official committee of unsecured
creditors in Fort Wayne Foundry Corporation and its debtor-
affiliates' Chapter 11 cases:

The Committee members are:

1. Ag Trucking, Inc.
   Attn: Tim Boehlke - Acting Chairman
   2430 Lincolnway E.
   P.O. Box 453
   Goshen, IN 46527
   Tel: (574) 832-3029
   Fax: (574) 832-3030

2. Universal Tube, Inc.
   Attn: William Henson
   2607 Bond Street
   Rochester Hills, MI 48309
   Tel: (248) 853-5100
   Fax: (248) 853-7365

3. Triangle Industrial Sales, Inc.
   Attn: Donald D. Pond
   26400 Lanser Rd., Suite 118
   Southfield, MI 48033
   Tel: (248) 352-6688
   Fax: (248) 352-6758

4. Mill Supplies, Inc.
   Attn: Andy Beckstein
   5105 Industrial Rd.
   P.O. Box 11286
   Fort Wayne, IN 46857
   Tel: (260) 484-8566
   Fax: (260) 483-0006

5. Ward Heat Treating
   Attn: Marion Ward
   642 Growth Avenue
   Fort Wayne, IN 46808
   Tel: (260) 426-8700
   Fax: (260) 420-1919

6. Beneficial Reuse Management
   Attn: Robert Spoerri
   212 W. Superior Street, Suite 402
   Chicago, IL 60654
   Tel: (312) 784-0303
   Fax: (312) 784-0310

7. Miniature Precision Components, Inc.
   Attn: Nish Patel
   100 Wisconsin Street
   P.O. Box 1901
   Walworth, WI 53184
   Tel: (262) 275-5791, ext. 2659
   Fax: (262) 275-6346
8. EPP-MAR Metal Company
   Attn: Joe Eppstein
   2319 Hartrey Ave.
   Evanston, IL 60201
   Tel: (847) 866-7900
   Fax: (847) 866-7926

9. Cintas Corporation
   Attn: Greg Matesa
   3115 Independence Drive
   Fort Wayne, IN 46808
   Tel: (260) 426-7661
   Fax: (260) 482-9842

10. U.S. Silica Company
   Attn: Larry Dick
   P.O. Box 187
   Berkeley Springs, WV 25419
   Tel: (304) 258-8247
   Fax: (304) 258-5853

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 Fort Wayne Foundry

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

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


FREDDIE MAC: Files May 2009 Monthly Volume Summary
--------------------------------------------------
Freddie Mac on June 26, 2009, issued its May Monthly Volume
Summary.

A full-text copy of the Monthly Volume Summary is available at no
charge at http://ResearchArchives.com/t/s?3e5d

Freddie Mac -- formally known as the Federal Home Loan Mortgage
Corporation -- was chartered by Congress in 1970 to stabilize the
nation's residential mortgage market and expand opportunities for
home ownership and affordable rental housing.  The Company's
mission is to provide liquidity, stability and affordability to
the U.S. housing market.

Freddie Mac continues to operate under the conservatorship that
commenced on September 6, 2008, conducting its business under the
direction of Federal Housing Finance Agency as Conservator.
During the conservatorship, the Conservator has delegated certain
authority to the Board of Directors to oversee, and management to
conduct, day-to-day operations so that the company can continue to
operate in the ordinary course of business.

There is significant uncertainty as to whether or when Freddie Mac
will emerge from conservatorship, as it has no specified
termination date, and as to what changes may occur to the business
structure during or following the conservatorship, including
whether Freddie Mac will continue to exist.  Freddie Mac said it
is not aware of any current plans of the Conservator to
significantly change the business structure in the near-term.

As of March 31, 2009, Freddie Mac had $946,950,000,000 in total
assets and $952,958,000,000 in total liabilities, resulting in
$6,008,000,000 in deficit.  The Company had a net loss of
$9,851,000,000 for the first quarter of 2009.


FRIEDMAN'S INC: Plan Takes Effect, Makes Initial Payouts
--------------------------------------------------------
Friedman's Inc. and Crescent Jewelers have completed the initial
distributions under their liquidating plan last Friday, June 26,
2009.  The initial distributions were 28.3% for Friedman's
unsecured creditors (whereas the Debtors had projected 22.6% in
the Disclosure Statement) and 18.6% for Crescent's unsecured
creditors.

At a confirmation hearing conducted on April 20, 2009, Friedman's
and Crescent Jewelers attained confirmation of their liquidating
plan in their chapter 11 case, 08-10161 (Delaware).  The Official
Creditors' Committee was the co-proponent of the joint plan.
Creditors voted overwhelmingly to accept the plan, with both
Friedman's and Crescent receiving approximately 99% acceptances by
dollar amount.  The confirmation order was entered on April 22,
2009.

The effective date of the plan occurred on June 8, 2009.  At that
time, the Friedman's Liquidating Trust and the Crescent
Liquidating Trust were established for each Debtor to handle
distributions, the claims reconciliation process, prosecute
preference actions and pursue other potential recoveries.  The
liquidating trustee for each trust is Buchwald Capital Advisors
LLC.  Lee E. Buchwald, the President of Buchwald Capital Advisors
LLC, became the sole Director and took control of the Debtors in
May 2008.  Mr. Buchwald also served as the Debtors' CEO President
during their chapter 11 case.

The plan provides for all too rare significant distributions to be
made to general unsecured creditors.  Total distributions are
expected to be approximately 34% for Friedman's unsecured
creditors (whereas the Debtors had projected 31.6% in the
Disclosure Statement) and approximately 19% for Crescent's
unsecured creditors.

Significant distributions to creditors were not always
anticipated.  When the Debtors' auction process broke down in
April 2008, less than three months after these cases had been
commenced, administrative insolvency, which would have left
nothing for creditors, seemed inevitable.  But Friedman's and
Crescent abandoned the auction process and liquidated themselves
at the urging of the Creditors' Committee, and their choice has
been vindicated.

Mr. Buchwald attributes the unanticipated significant recoveries
to a number of factors, including (1) the efforts of Moses &
Singer, counsel to the Creditors' Committee, in negotiating a
global settlement with Harbinger, the Debtors' private equity
sponsor; (2) the recommendation of Consensus Advisors, financial
advisor to the Creditors' Committee, to pursue a self liquidation
instead of selling the assets to a liquidator when the auction
process broke down; (3) the successful liquidation of assets under
the supervision of Mr. Buchwald, Steve Moore, the Debtors' then-
CRO, and a dedicated management team; and (4) the efforts of
Stevens & Lee, Debtors' counsel brought in by Mr. Buchwald, who
were instrumental in guiding the Debtors during the critical
phases of the asset disposition and plan negotiation process, and
who achieved better than anticipated results in reducing claims
and recovering assets.

Mr. Buchwald urged creditors to monitor the Web sites recently
established by the trusts, http://www.friedmans-trust.com/and
http://www.crescent-trust.com/,to obtain updates and access to
critical documents.

                     About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- prior to the filing of
their bankruptcy cases, comprised a leading specialty jewelry
retail company.

On January 14, 2005, Friedman's and eight of its affiliates filed
for Chapter 11 in the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On November 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on December 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on August 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On July 13, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization.

On July 28, 2006, Friedman's acquired Crescent's equity in
Crescent's own chapter 11 bankruptcy case in California.  Crescent
became a wholly owned subsidiary of Friedman's.

On January 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitioners were Rosy Blue, Inc.; Rosy Blue
Jewelry Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.;
and Paul Winston-Eurostar LLC.

As of commencement of these cases, Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.
Friedman's and Crescent Jewelers filed for chapter 11 protection
on January 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-
10179).

The Debtors were originally represented by Athanasios E.
Agelakopoulos, Esq., and Paul M. Rosenblatt, Esq., at Kilpatrick
Stockton LLP; Chun I. Jang, Esq., Jason M. Madron, Esq., Mark D.
Collins, Esq., and Michael Joseph Merchant, Esq., at Richards,
Layton & Finger, P.A.  On June 2, 2008, the Court entered orders
allowing Kilpatrick Stockton LLP and Richards, Layton & Finger,
P.A. to withdraw as bankruptcy counsel to the Debtors, and the
Court subsequently authorized the Debtors to retain Stevens & Lee,
P.C. as general bankruptcy counsel.

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

As of December 28, 2007, the Debtors listed total assets of
$245,787,000 and total liabilities of $171,877,000.


G&S METAL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
G&S Metal Consultants and its affiliate, G&S Transport, have filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Northern District of Indiana.

According to Platts.com, G&S said, "The Company has requested and
expects to receive court permission to continue to pay employee
salaries, wages and benefits and pay vendors in the ordinary
course for the post petition delivery of goods and services."

Platts.com quoted G&S President Scott Galley as saying, "During
this process, we will examine all aspects of our operations to
ensure we are utilizing our assets in the best possible way.  The
filing puts G&S in a much better position to complete the
company's cost restructuring commenced several months ago, while
we continue to attract new business to rebuild volume and return
to robust profitability or find a buyer for the businesses."

G&S said in a statement, "Over the past two years, G&S has faced a
number of challenges apart from the difficulties resulting from
the current general economic slowdown, global recession and
contraction of business in sister industries such as automotive.
These challenges include a September 2007 fire at the Wabash
facility and a catastrophic November 2007 explosion at G&S'
Manchester, Georgia, facility.  Given these and other factors, G&S
determined a restructuring under Chapter 11 offered G&S the most
viable opportunity to reduce its debt and complete its cost
restructuring while it concurrently rebuilds volume by an
expansion of its customer base and alternatively also considers
the benefits of a sale."

G&S Metal Consultants is an aluminum alloy producer.


GENARO MENDOZA: Final Hearing on Cash Collateral Set for July 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized, on an interim basis, Genaro Mendoza to:

   -- access cash securing repayment of loan from J.P. Morgan
      Chase/WAMU; Wells Fargo Bank, N.A., Tamalpais Bank; Anna
      Volfson; Banco Popular North American; First Republic Bank;
      First Federal Savings & Loan; Lam & Brown; Presidio Bank;
      Countrywide Mortgage Lending; and other parties-in-interest;
      and

   -- grant adequate protection to the secured lenders.

A final hearing on the Debtor's continued access to cash
collateral is set for July 1, 2009 at 10:00 a.m.

Due to the number of secured lenders and number of different
properties, the Debtor has been unable to negotiate stipulations
for use of cash collateral on a timely basis.

The Court approved on an interim basis, to grant each lender a
replacement lien, effective as of the filing of the petition for
relief, on any and all post petition rent and other income arising
out of that secured lender's real property collateral.  The
replacement lien on will have the same priority, validity, and
extent as the particular secured lender's lien on prepetition
collateral.

                    Objection of Anna Volfson

Creditor Anna Volfson objected to Debtor's motion for use of cash
collateral, joining in the objection of Tamalpais Bank to the
motion.

Ms. Volfson related that:

   -- the motion must ensure that Debtor is not seeking to pool
      collectively the rent proceeds from his various properties
      and that Debtor is agreeing to segregate the rent proceeds
      from each property separately;

   -- the Debtor does not provide adequate protection for her
      loans and the accruing interest thereon;

   -- the Debtor use postpetition rents to pay security deposits
      to tenants.

                        About Genaro Mendoza

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


GENARO MENDOZA: Has Until July 3 to File Schedules and Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended until July 3, 2009, Genaro Mendoza's time to file its
schedules and statement of financial affairs.

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


GENERAL MOTORS: Court Grants Final OK for $33.5-Bil. DIP Loans
--------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized, on a final basis, General Motors
Corporation and its debtor affiliates to obtain up to $33.3
billion of debtor-in-possession loans from the United States
Treasury and Export Development Canada.

The Official Committee of Unsecured Creditors has until July 31,
2009, to contest the right or interest in the liens granted to the
DIP Lenders on any grounds, including the liens' validity,
enforceability, priority, perfection or value.

On or substantially contemporaneous with the closing of the sale
of substantially all of GM's assets to the U.S. Treasury-sponsored
purchasing entity, the Tranche C Term Loan in an amount not less
than $950,000,000 will be provided to the Borrower in accordance
with the DIP Credit Facility to fund the wind-down of the Debtors.
The funding of the Wind-Down Facility will be subject to an
appropriate amendment to the DIP Credit Facility, acceptable to
the Debtors and the DIP Lenders, which amendment will be subject
to approval by the Court on three days' notice after the filing of
a motion seeking approval of the Wind-Down Facility.

The hearing to approve GM's motion for the Section 363 asset sale
is scheduled to begin June 30, 2009.

A full-text copy of the Final DIP Order is available for free
at http://bankrupt.com/misc/gmdiporder.pdf

                     Court Overrules Objections

Judge Gerber overruled objections to the entry of the final DIP
order to the extent those objections are not resolved or
withdrawn.

(a) Deutsche Bank

Prior to the entry of the Final DIP Order, Deutsche Bank AG asked
the Court to clarify that the amounts due to Deutsche Bank
pursuant to an oversecured prepetition Commodities Hedge with GM
will be paid in full in accordance with the treatment outlined in
the DIP Motion.  Deutsche Bank asserted that it should not be
compelled to setoff its secured claim against an unsecured claim
owing to the Debtors because the Debtors contractually waived
their right to do so, and because allowing the Debtors to setoff
in this instance would redundantly further oversecure one of
Deutsche Bank's claims and would improperly strip Deutsche Bank of
its security for a second claim.  Under the Commodities Hedge,
Deutsche Bank said GM owes it $11,759,028.

In response, the Debtors noted that Deutsche Bank did not object
to the Debtors' entry into the DIP Facility, the granting of liens
under the Final DIP Order, or the request for authority to prepay
certain secured obligations in full.  Instead, the Debtors pointed
out, Deutsche Bank sought to have its obligations paid pursuant to
the Final DIP Order.  The Debtors argued that they have not
asserted that they are setting off obligations under the two
commodities agreements with Deutsche Bank but that they have
simply asked Deutsche Bank, several times, for more information
regarding the "additional claims" that Deutsche Bank asserts it
holds against the Debtors to determine whether Deutsche Bank has a
valid basis under Section 553 of the Bankruptcy Code to set off
the obligation it indisputably owes to the Debtors.

In a counter-reply, Deutsche Bank complained that the Debtors
declined to clarify the treatment of the obligation related to the
Commodities Hedge.

(b) City of Lansing, Michigan

The City of Lansing objected to the entry of the final DIP Order
that would have the effect of granting a lien on any prepetition
property of General Motors Corporation, which would be superior to
the liens of the City of Lansing for 2009 and later ad valorem and
infrastructure improvements taxed owed by the Debtors without
adequate protection for 2009 and later taxes.

To address the City of Lansing's objection and the objections
previously raised by the Wayne County Treasurer, the Oakland
County Treasurer and the City of Detroit, Michigan, the Debtors
modified the Final DIP Order to provide that ". . . except to the
extent otherwise required by law, the liens granted pursuant to
[the Final DIP Order] shall not be subject or subordinate to any
liens arising after the Petition Date, including, without
limitation, any liens or security interests granted in favor of
any federal, state, municipal or other governmental unit,
commission, board or court for any liability of any of the
Debtors."

(c) Landlords

LBA Realty Fund III -- Company IX, LLC, and Pru/SKS Brannan
Associates LLC, do not object to Debtors' efforts to obtain
postpetition financing to meet their operating needs and avoid
liquidation.  The Objecting Landlords objected, however, to the
Financing Motion and entry of a final DIP order, to the extent the
Debtors seek to assign or transfer an interest in the Debtors'
leasehold interests as part of the liens granted to the debtor-in-
possession lender, in direct contravention of the express terms of
those leases and without first assuming those leases as provided
by Section 365 of the Bankruptcy Code.

The Debtors do not agree with the Landlord's assertion that any
encumbrance of the Debtors' leasehold interests pursuant to the
Final DIP Order and the DIP Facility is prohibited by the relevant
leases and therefore violates section 365(d)(3).  The Debtors,
however, said the parties to the DIP Facility have agreed to carve
out the relevant leasehold interests from the assets encumbered
under the Final DIP Order and DIP Facility, and the Final DIP
Order was modified accordingly.

(d) NCR Corporation

NCR objected to the DIP Financing Motion to the extent, if any,
that it seeks to use the excess contributions NCR made pursuant to
a settlement agreement entered into between NCR and GM with
respect to cleanup efforts at several sites in Ohio and Kentucky.
NCR also objected to the DIP Financing Motion to the extent it
seeks to subordinate NCR's interest in the excess contribution
without NCR's consent and without providing NCR adequate
protection.  In support of its objection, NCR filed a declaration
of its counsel, Matthew A. Hamermesh, Esq., at Hangley Aronchick
Segal & Pudin, P.C., at Philadelphia, Pennsylvania.

In response, the Debtors asked the Court to overrule NCR's
objection by arguing that NCR has not and cannot establish any
basis for a constructive trust or bailment.

After the filing of the Debtors' response to its objection, NCT
withdrew without prejudice its DIP objection.

(e) Cinetic Automation Corp.

Cinetic objected to the DIP Financing Motion and any final DIP
order to the extent the order grants or purports to grant to the
DIP Lenders a lien, security interest or other encumbrance in or
on the Tooling that Cinetic worth $6,385,000 shipped and delivered
to the Debtors prior to the Petition Date.  Cinetic objected to
the subordination of its secured claim without the Debtors
providing any type of adequate protection to Cinetic.

Cinetic immediately withdrew its objection three days after it was
filed.  No reason for the withdrawal was stated in its filing with
the Court.

                     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.

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.

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


GENERAL MOTORS: Court Grants OK for Use of $1.5BB Cash Collateral
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized General Motors Corp. and its
affiliates, on a final basis, to use the cash collateral in excess
of $1.5 billion in cash and cash equivalents securing the Amended
and Restated Credit Agreement, dated July 20, 2006, among General
Motors Corp., General Motors of Canada Limited, Saturn, LLC as a
guarantor, Citicorp USA, Inc., as administrative or revolver
agent, JPMorgan Chase Bank, N.A., as syndication agent, and a
consortium of lenders.

The Cash Collateral will be used in accordance with the Initial
Budget during the period from the Petition Date through and
including the termination date, which pertains to the earliest to
occur of (i) 45 days after the Petition Date or (ii) upon a 5-day
written notice to the Debtors after the occurrence of customary
events of default.  A full-text copy of the Initial Budget is
available for free at http://bankrupt.com/misc/gm_budget.pdf

The Revolver Secured Parties will not have an adequate protection
lien on the Debtors' leasehold interests in the real property
located at 301 Freedom Drive, City of Roanoke in Denton County,
Texas; or at 475 Brannan Street, in the City and County of San
Francisco, California.

On account of the Adequate Protection Obligations, the Debtors
will pay the Revolver Agent (i) current interest on all
outstanding Obligations calculated at the non-default rates, (ii)
current payment of all Letter of Credit fees and (iii) current non
default interest, Letters of Credit and fees with respect to any
outstanding Non-Loan Exposure and Hedging Obligations.  The
Debtors will also reimburse all pre- or postpetition fees, costs
and charges incurred by the Revolver Agent.

In a separate order, the Court ruled that the Adequate Protection
Obligations due to the Term Loan Secured Parties will constitute
superpriority claims as provided in Section 507(b) with priority
in payment over any and all administrative expenses and at all
times, and will be senior to the rights of the Debtors, and any
successor trustee or any creditor, in the Debtors' cases.

As adequate protection, the Term Loan Agent is granted liens,
subject only to the Carve-Out:

  (i) first priority lien on and security interest in, all
      postpetition property, excluding Avoidance Actions, of the
      Debtors;

(ii) first lien on, and security interest in, all tangible and
      intangible property, which will be immediately junior to
      any lien granted to the DIP Lenders and pari passu with
      any adequate protection liens granted to secure Adequate
      Protection Claims; and

(iii) junior lien on, and security interest in, all pre- and
      postpetition property, which will be subject and junior to
      any lien granted to the DIP Lenders and pari passu with
      any adequate protection liens granted to secure adequate
      protection obligations in favor of the Revolver Lenders.

The Term Loan Adequate Protection Liens will not be subject or
subordinate to (y) any lien or security interest that is avoided
and preserved for the benefit of the Debtors under Section 551 of
the Bankruptcy Code or (z) any liens or security interests granted
in favor of any federal, state, municipal or other governmental
unit, commission, board or court for any liability of the Debtors.
In addition, the Liens will not be subordinated to or made pari
passu with any other lien granted under Sections 363 or 364.

The Term Loan Secured Parties will also not have a lien on the
Debtors' leasehold interests in real property at these locations:

  -- 301 Freedom Drive, City of Roanoke, in Denton County, Texas;
     or

  -- 475 Brannan Street, in the City and County of San Francisco,
     California.

A full-text copy of the Final Cash Collateral Order is available
for free at: http://bankrupt.com/misc/GM_FinalCashCollORD.pdf

A full-text copy of the Final Order granting Adequate Protection
to Term Loan Lenders is available for free at:

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

                     Objections Overruled

Judge Gerber overruled on merits objections to the Debtors' Cash
Collateral Motion to the extent those objections are not resolved
or withdrawn.

Prior to the entry of the Final Cash Collateral Order, the City of
Lansing, Michigan, asked the Court to rule that the ad valorem
real and property taxes, which are first liens on the property for
which the taxes are imposed under Michigan law, are not affected
by the Debtors' request to use their Cash Collateral, which
purports to grant liens on prepetition property to the Revolver
Secured Parties and Term Loan Secured Parties, which liens are
superior to "any liens arising after the Commencement Date,
including without limitation, any liens are security interests
granted in favor of any federal, state, municipal or other
governmental unit . . . for any liability of the Debtors."

LBA Realty Fund III - Company IX, LLC and Pru/SKS Brannan
Associates LLC, objected to Debtors' use of cash collateral to the
extent that the Debtors seek to assign or transfer an interest in
the Debtors' leasehold interests as part of the adequate
protection liens, in direct contravention of the express terms of
those leases and without first assuming such leases as provided by
Section 365 of the Bankruptcy Code.

The Official Committee of Unsecured Creditors notified the Court,
prior to the entry of the Final Cash Collateral Order, that it is
in the process of negotiating certain modifications to the Final
Cash Collateral Order with the Debtors and the prepetition
Revolver Parties and Term Loan Parties to provide the Committee
with, among other things, an opportunity to investigate the
security interests of the prepetition Revolver Parties and Term
Loan Parties.  In the absence of a consensual resolution, the
Committee reserved its right to object to the Motion at or prior
to the hearing on the Final Cash Collateral Order.

                     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.

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.

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


GENERAL MOTORS: Creditors Panel Object to 363 Sale to Govt.
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in General Motors
Corp.'s Chapter 11 cases objects to the proposed sale of
substantially all of the assets of General Motors Corporation to
an entity sponsored by the U.S. Treasury on two grounds:

  (1) The proposed order approving the sale purports to cut off
      all state law successor liability for the new entity
      purchasing General Motors Corporation' assets.  Current and
      future claimants alleging claims based on injuries caused
      by product defects, breach of implied warranties, asbestos
      exposure, and, in certain cases, denial of post employment
      benefits would thus be limited to recourse against the
      limited assets being left behind in the old company.

  (2) The sale transaction cannot be approved unless the Debtors
      make an adequate showing at the upcoming sale hearing that
      the assets left behind in the old company will be
      sufficient to pay all administrative expenses of and
      priority claims against the estates.  The proposed
      transaction provides for the distribution of stock in the
      new company to the Debtors' unsecured creditors, which
      distribution can take place only under a confirmed Chapter
      11 plan, which, in turn, requires that all priority and
      administrative claims be paid in full.

The Committee asserts that the Debtors' unsecured creditors should
not bear the costs associated with the wind down of the Debtors'
bankruptcy cases.  The purchaser of GM's assets is receiving
substantial benefits under the Bankruptcy Code to effectuate the
sale and support the viability of the continuing enterprise, the
Committee notes.  The Committee further asserts that the Purchaser
may not reap those benefits without assuring the Court and
constituents of the old company that sufficient assets have been
left behind to cover the costs of that bankruptcy process.  It is
incumbent upon the Debtors and the government to ensure that the
"wind down budget" is sufficient to allow a plan to be confirmed
and implemented without impairing the limited recovery promised to
unsecured creditors, the Committee asserts.

Judge Robert Gerber will convene a hearing to consider the Sale on
June 30, 2009, at 9:45 a.m.

Meanwhile, the General Motors Retirees Association and scores of
individual GM retirees complain that the transfer of assets to New
GM ignores the requirements to specify which benefits will be cut
and what protection there will be for what remains pursuant to
Section 1114 of the Bankruptcy Code.

The Unofficial Committee of Family & Dissident GM Bondholders and
more than 50 individual GM shareholders and bondholders contend
that there is no genuine basis supporting the Debtors' proposed
sale of substantially all of their assets to Vehicle Acquisition.

More than 40 government agencies, including attorneys general from
Connecticut, Kentucky, Maryland, Minnesota, Missouri, Nebraska,
North Dakota, and Vermont, ask the Court to conduct the GM
bankruptcy proceedings along a timeline that will allow the
community to adjust to their losses.  The Government Agencies also
object to the proposed sale of GM to the extent it proposes to
release the Purchaser from all kinds of obligations it would have
as owner or operator under non-bankruptcy law.  Some of the
Government Agencies object to the proposed cure amount and
contract assumption.

The Unofficial GM Dealers' Committee, the Greater New York
Automobile Dealers Association, and the Texas Automobile Dealers
Association, separately object to the proposed sale.  The Dealer
Associations complain that the Debtors are attempting to take
advantage of these Chapter 11 cases to force dealers to enter into
agreements that violate certain state laws.

The Ad Hoc Committee of Asbestos Personal Injury Claimants and
several individual asbestos claimants object to the proposed sale
to the extent the proposed sale does not authorize a sale free and
clear of lien.

The IUE-CWA, United Steelworkers and International Union of
Operating Engineers complain that the sale of the Debtors' viable
assets will leave the Debtors unable to pay for the health
obligations of the Debtors' retirees who are members of the
unions.

More than 300 parties, between June 15 and June 28, 2009, filed
objections to the Debtors' intent to assume their executory
contracts with respect to the sale of substantially all of the
Debtors' assets to Vehicle Acquisition.  Other parties-in-
interest, including GMAC LLC and Toyota Motor Corporation, reserve
their right to object to the sale motion due to (1) non-receipt of
the Debtors' notice of intent to assume and assign their contracts
with the Debtors, (2) non-receipt of schedules identifying the
assets to be sold under the proposed sale, and (3) the Debtors'
failure to act on certain requests.  About 50 parties withdrew
their sale and cure amount objections.

                    Debtors Address Objections,
                  File Amended Purchase Agreement

"Although several hundred responsive pleadings to the Sale Motion
have been filed, there is a consistent and overwhelming theme --
not one party seriously suggests, much less points to a single
fact suggesting, that the 363 Transaction not be consummated or
that there is any viable alternative transaction, purchaser, or
financing source outside the 363 Transaction," Harvey R. Miller,
Esq., at Weil, Gotshal & Manges, LLP, in New York, argues.

The Debtors grouped the objections into four principal categories:

  -- dealer contract issues;

  -- claims of successor liability issues;

  -- demands for additional and increased retiree benefits for
     retired hourly employees to be paid by the Purchaser; and

  -- whether the 363 Transaction constitutes a sub rosa plan.

The objections, Mr. Miller asserts, lack merit and should be
overruled.  He points out that:

  (1) the agreements with the dealers are in full compliance with
      applicable law, and neither the Debtors nor the Purchaser
      seek to strip the states of any cognizable rights they have
      with respect to those agreements;

  (2) under well-settled authority, and as recently acknowledged
      by Judge Gonzalez in Chrysler LLC's bankruptcy case, the
      provisions in the MPA and the proposed order approving the
      363 Transaction relating to successor liability are
      appropriate in the circumstances and entirely consistent
      with Section 363;

  (3) the Purchaser has agreed to assume all express warranty
      claims and all products liability claims arising subsequent
      to the closing of the 363 Transaction;

  (4) the retired hourly employees cannot compel the Purchaser to
      either assume their existing benefits or to offer them more
      than the Purchaser is willing to pay for the assets;

  (5) the Purchaser is not relegating the retirees to an
      unsecured claim against the estates, rather, it has offered
      them the same benefit proposal that is being made and will
      be implemented for GM's salaried retirees -- and four
      separate collective bargaining agents representing hourly
      retirees similar to those other hourly retirees who have
      filed objections to the 363 Transaction have accepted such
      proposal;

  (6) in the Chrysler case, where precisely the issue of the 363
      Transaction was alleged as a sub rosa plan was raised was
      soundly and clearly rejected; and

  (7) the 363 Transaction does not allocate or distribute any of
      the sale proceeds, nor does it otherwise dictate the terms
      of a plan.

The Debtors prepared a table of their response to each of the sale
objection.  A full-text copy of the response table is available
for free at http://bankrupt.com/misc/gm_saleobjs.pdf

To reflect the accords reached with the Purchaser and other
parties since June 1, 2009, the Debtors filed with the Court an
amended and Restated Master Purchase Agreement, dated June 26,
2009, between GM and its debtor affiliates, as Sellers, and NGMCO,
Inc., as successor-in-interest to Vehicle Acquisition Holdings.

The Purchase Price, under the Amended and Restated MSPA, is equal
to the sum of:

  -- a Section 363(k) credit bid in an amount equal to (a) the
     amount of GM and its affiliates' indebtedness pursuant to
     the prepetition credit facilities with the U.S. Treasury and
     (b) the amount of GM's indebtedness under the DIP Facility
     less $8,022,488,605 of DIP Facility Indebtedness;

  -- the U.S. Treasury Warrant, which is agreed to have a value
     of no less than $1,000;

  -- the valid issuance by the Purchaser to GM of 50,000,000
     shares of Common Stock and the GM Warrants; and

  -- the assumption by the Purchaser or its designated
     subsidiaries of the Assumed Liabilities.

The Amended MSPA states that the "Assumed Liabilities" under the
363 Transaction consist of, among others, (i) $7,072,488,605 of
Indebtedness incurred under the DIP Facility; (ii) all Liabilities
of Sellers underlying any construction liens that constitute
Permitted Encumbrances with respect to the Transferred Real
Property; (iii) all Product Liabilities arising in whole or in
part from any accidents, incidents or other occurrences that
happen prior to the Closing Date; and (iv) all workers'
compensation Claims with respect to Employees residing in or
employed in the states of Alabama, Georgia, New Jersey, and
Oklahoma.

The Sellers will promptly reimburse the Purchaser for the
aggregate amount of all checks and other similar instruments of
disbursements written by Sellers following the Closing in respect
of any obligations that would have constituted Retained
Liabilities at the Closing and that clear or settle in accounts
maintained by the Purchaser.  The Purchaser will reimburse the
Sellers for all instruments of disbursements written by Sellers
following the Closing in respect of any obligations that would
have constituted Assumed Liabilities at the Closing.

GM's agreement to assume its future product-liability claims
represents a partial victory for more than a dozen attorneys
general and several consumer-advocacy groups, the Wall Street
Journal reported.  The newspaper said GM advisers, members of Auto
Task Force and the attorneys general spent several days
negotiating changes to the MSPA, which led to GM assuming future
product liabilities.  The Ad Hoc Committee of Consumer Victims of
GM said more than 300 individuals hold personal injury claims
totaling more than $1.25 billion against the Debtors.

A full-text copy of the Amended and Restated MSPA is available for
free at http://bankrupt.com/misc/gm_amendedmspa.pdf

A full-text copy of the Schedules accompanying the Amended and
Restated MSPA is available for free at:

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

The Debtors also filed with the Court an amended Exhibit F to the
MPSA to include additional owned real property for exclusion in
the sale.  A full-text copy of Revised Exhibit F is available for
free at http://bankrupt.com/misc/gm_mpsaex7.pdf

                  UAW Files Support Affidavit

David Curson, director of Special Projects and Economic Analysis
for The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, AFL-CIO, in his
declaration supporting the proposed sale, maintains that the
proposed sale is not a sub rosa Chapter 11 plan nor inappropriate
under Section 363 of the Bankruptcy Code.

As to the UAW Retiree Settlement Agreement, Mr. Curson points out
that given UAW's commitment to the retirees, it would not have
recommended amendments to the collective bargaining agreements if
health benefits for retirees were not protected.  He notes that
even if union leadership had recommended amended CBAs that offer
no protection of retiree health benefits, still those CBAs would
not have been ratified by the active members.  On the contrary,
without agreement with New GM on retiree health benefits, UAW
would have recommended and UAW members would have voted to
organize a strike, he argues.  He discloses that GM UAW members
voted to ratify the amendments to the CBAs on May 29, 2009,
wherein 74% of production workers and 74% of skilled-trade workers
voted in favor of the ratification.

If the Debtors' sale transaction is approved, Mr. Curson points
out that New GM will receive the benefits of the UAW Retiree
Settlement Agreement, which will facilitate the smooth transition
of operations from GM to New GM.

A full-text copy of the Curson Declaration is available for free
at http://ResearchArchives.com/t/s?3e27

               Notices of Sale-Related Deposition

The Debtors notified the Court that they may call on these
individuals as witnesses during the June 30, 2009, hearing on the
sale:

  * Frederick A. Henderson, President, Chief Executive Officer
    and a Director of GM

  * William C. Repko, Senior Managing Director, Evercore Group
    L.L.C.

  * J. Stephen Worth, Managing Director, Evercore Group L.L.C.

  * Albert Koch, Vice Chairman and Managing Director,
    AlixPartners LLP

These parties-in-interest also identified these individuals as
witnesses for the Sale Hearing:

Party-in-interest                   Witness
-----------------                   -------
Presidential Task Force             Harry Wilson, senior member
on the Auto Industry --             of Auto Team
The United States of America

IUE-CWA, United Steelworkers,       James Clark, Debra Turner,
and International Union of          David Hill, Dennis Bingham,
Operating Engineers                 Earl R. Williams and
                                     Joe Patrick

Ad Hoc Committee of State           Fritz Henderson
Attorneys General and               and Harry Wilson
State Agencies

Product Liability Claimant          Fritz Henderson
Advocates                           and Harry Wilson

The Unofficial Committee of         Fritz Henderson
Family & Dissident                  and Harry Wilson
GM Bondholders

The Ad Hoc Committee of             Fritz Henderson
Consumer Victims of                 and Harry Wilson
General Motors

UAW                                 David Curson

Mark Buttita, as personal           Matthew Feldman and the
representative of Salvatore         Purchaser
Buttita, an asbestos claimant

The Product Liability Claimant Advocates consist of individual
claimants Callan Campbell, Kevin Junso, et al., Edwin Agosto,
Kevin Chadwick, et al., and Joseph Berlingieri, as well the
consumer organizations Center for Auto Safety, Consumer Action,
Consumers for Auto Reliability and Safety, National Association of
Consumer Advocates and Public Citizen.

The depositions of Michael Raleigh of GM, Frederick Henderson of
GM and Harry Wilson of the U.S. Auto Task Force were scheduled for
June 27, 28 and 29, 2009.

The County of Wayne in Michigan also identified letters and
declarations and performance data as physical or documentary
evidence that the County may present in the Sale Motion Hearing.

                     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.

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.

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


GENERAL MOTORS: Kramer Levin Also Represents Chrysler Creditors
---------------------------------------------------------------
Thomas Moers Mayer, Esq., a member at Kramer Levin Naftalis &
Frankel LLP, in New York, discloses that his firm serves as
counsel to the Official Committees of Unsecured Creditors in both
Chrysler LLC's and General Motor Corp's bankruptcy cases.

Incidentally, the creditors' committees in both the Chrysler and
GM cases are seeking permission to hire Kramer Levin as their
counsel effective June 3, 2009.

Both Chrysler and GM cases are pending before the U.S. Bankruptcy
Court for the Southern District of New York.  Judge Arthur
Gonzalez presides over the Chrysler case, which was commenced a
month earlier than GM's.  Judge Robert Gerber handles the GM case,
filed on June 1.

Mr. Mayers tells both Courts that no actual conflict of interest
exists with respect to the firm's simultaneous representation of
Chrysler's and GM's Creditors' Committee.  Mr. Mayers asserts that
Kramer Levin is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                     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.

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.

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


GENERAL MOTORS: To Halt Production of Pontiac Vibe in August 2009
-----------------------------------------------------------------
As part of its long-term viability plan and recent decision to
phase out the Pontiac brand, General Motors has decided to
discontinue production of the Pontiac Vibe by the end of August
2009.  The Vibe is produced at the New United Motor Manufacturing
Incorporated (NUMMI) facility jointly operated by GM and Toyota in
Fremont, California.  While no replacement for Vibe production has
been determined, GM and Toyota remain in active discussions
regarding potential future production at NUMMI.

                     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.

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.

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


GENERAL MOTORS: Selects 2 Michigan Plants for Small Car Operations
------------------------------------------------------------------
General Motors selected its assembly plant in Orion Township,
Mich. and stamping facility in Pontiac, Michigan, to build its
future small car, which will add to the automaker's growing
portfolio of U.S.-built, highly fuel-efficient cars, including the
Chevrolet Cruze and Volt.  The announcement will restore
approximately 1,400 jobs in total -- 1,200 at Orion Assembly and
200 at Pontiac Metal Center, Building # 14.

This decision is dependent on the successful outcome of ongoing
economic incentive negotiations between GM and state and local
government officials.

"Small cars represent one of the fastest-growing segments in both
the U.S. and around the world," said Troy Clarke, president of
General Motors North America.  "GM will be the only automaker,
foreign or domestic, to build small cars in the U.S., and we
believe Orion Assembly and Pontiac Stamping are well suited to
deliver a high-quality, fuel-efficient car that competes with
anything in the marketplace."

A selection team comprised of leaders from several of GM's
functional areas, including manufacturing, labor relations and
finance, made the final decision based on a specific set of
criteria.  Orion Assembly will be retooled and is anticipated to
be a two-shift operation, building 160,000 cars annually - a
combination of both small and compact vehicles.

"This is great news for our members at UAW Local 5960, Oakland
County, and the State of Michigan, and shows the world the UAW can
compete in the most competitive segment of the automotive
industry," said Cal Rapson, UAW Vice President and Director, UAW-
GM Department.  "My heart also goes out to our UAW members in
Janesville, Wisc., and Spring Hill, Tenn. Our work will not be
complete until all of our members displaced by the shrinking auto
industry are returned to work. With today's announcement, we can
begin to restore hope that the worst of the times are behind us."

Gary Cowger, Group Vice President of GM Global Manufacturing &
Labor Relations added: "I would like to personally thank all of
the key stakeholders involved in the review process, including
state and local government officials.  This vehicle segment is one
of the toughest and most competitive in the world but with our
recently modified agreement with the UAW and GM's proven
capability in efficient, flexible manufacturing, it is now
possible for GM to produce these size vehicles in the U.S. in a
cost-competitive and profitable way."

As announced on June 1, Orion Assembly will be placed into standby
capacity status in Sept. 2009. Pontiac Metal Center's Building #14
will be placed into standby capacity status in Dec. 2010. Pontiac
Metal's buildings #15 and #25 will close by Dec. 2010, or sooner
depending on market demand.  Timing for the retooling of the small
car assembly and stamping plants is still under study, but we
anticipate this prep work would begin in late 2010 in anticipation
of the start of production in 2011.

Two other GM assembly plants in Spring Hill, Tennessee, and
Janesville, Wisconsin,  were also under consideration to build the
future small car.  Spring Hill will be placed in standby capacity
status in Nov. 2009, as announced earlier this month.  The plant
could be brought online at some point in the future should GM
require additional capacity due to increased market demand.
Janesville was placed on standby capacity in May 2009 and will
remain in that status.

GM already has a strong manufacturing presence in the United
States. Currently, about 67 percent of GM cars and trucks sold in
the United States are built there.  With this announcement, GM
anticipates that U.S. production levels will increase beyond 70
percent by 2013, augmenting its already industry-leading U.S.
manufacturing footprint of by far more plants than any other OEM.

                     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.

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.

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


GENERAL MOTORS: To Sign Back-Up Opel Deals With RHJ & Beijing Auto
------------------------------------------------------------------
General Motors Corporation may sign non-binding agreements with
Belgium-based RHJ International SA and Beijing Automotive Industry
Holding Co. as back-up to Magna International Inc.'s bid for GM's
Opel unit, Bloomberg News said, citing people familiar with the
matter.

The German government selected Magna International as the
preferred bidder for Opel but the talks with Magna, Bloomberg
said, are slowed by disagreements over the use of GM's technology
and engineering designs.  The dispute, the news agency said, has
renewed interest in bids from the Belgian and Chinese companies.

The offer of Italy's Fiat SpA to buy Opel still stands, Bloomberg
said.  The news agency also said that unidentified Arab investors
are also interested in bidding for a stake in Opel.

According to Bloomberg, GM is concerned that Magna's plans for
significant changes to the engineering designs of Opel models
would eliminate the cost-saving benefit of sharing parts with
other GM brands.  Magna, the report said, is asking for access to
future technology like fuel cells, hybrids, and future GM models
that go beyond what GM is offering in the deal.  In addition, the
report said, GM is worried that Magna's Russian partners are
seeking to use Opel designs to help improve the Russian auto
industry.

"We're in very active negotiations with several potential partners
including Magna, Beijing Auto and Ripplewood," Chris Preuss, a GM
Europe spokesman, told Bloomberg.  "I wouldn't comment at this
point on the status of the talks or the specific details of the
negotiations other than to say we have very strong interest in
Opel from all the parties involved."

                     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.

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.

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


GENERAL MOTORS: Australian Unit to Cut More Costs
-------------------------------------------------
General Motors Corp.'s Australian unit, GM Holden Ltd., is
considering further cost cuts to return the business to
profitability, Bloomberg News reported citing the Australian
Financial Review.

GM Holden, Bloomberg said, will cut the running costs of vehicles,
develop alternative fuels and fuel-saving technologies and
concentrate on the production of a new four-cylinder car from
2010.  GM Holder posted a $56 million loss in the 2008 calendar
year after closing a plant in Melbourne.

                     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.

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.

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


GENERAL MOTORS: To Cut More Than 6,000 Jobs Before Yearend
-----------------------------------------------------------
General Motors Corp. will eliminate more than 6,000 salaried jobs
before 2009 ends.  On June 25, 2009, the automaker said it will
cut 4,000 U.S. white-collar jobs by Oct. 1, 2009, 1,600 more than
it previously announced, as part of an accelerated plan to shrink
its work force, the Wall Street Journal reported.

The cuts will be made through a combination of layoffs and job-
buyout incentives, GM spokesman Tom Wilkinson told the Journal.
Some workers can opt either to quit and receive six months of pay
and benefits, or retire early with full benefits, the Journal
said.

GM said in February that it would eliminate 10,000 of its 73,000
salaried jobs around the world, with duties that include
marketing, engineering and design.  The auto maker also is cutting
executive ranks by 34%.

                     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.

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.

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


GENERAL MOTORS: Maintains $50-Mil. Advertising Budget
-----------------------------------------------------
General Motors Corp. said it will maintain its $40-$50 million
monthly advertising budget while in bankruptcy.  GM, according to
the Wall Street Journal, will spend most of its ad budget on GM
vehicle brands like Chevrolet and Buick.

GM was long the second-largest advertiser in the U.S. behind
Procter & Gamble, shelling out more than $2 billion for ads
annually in recent years, the Journal said citing a report from
WPP's TNS Media Intelligence.  In 2008, the automaker slashed its
ad budget.

                     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.

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.

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


GENERAL MOTORS: Bid to Assume Contracts with Chrysler Challenged
----------------------------------------------------------------
Chrysler Group LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to deny General Motors Corp.'s bid to assume
its contracts with Chrysler LLC.

Chrysler Group is the new company formed by Italy-based automaker,
Fiat S.p.A., under a deal to acquire most of the assets of
Chrysler LLC.

GM reportedly informed Chrysler LLC of its intention to assume
their contracts as part of the sale of GM's assets to Vehicle
Acquisition Holdings LLC, a company sponsored by the U.S. Treasury
Department.

"Chrysler objects to [GM's] attempt to assume the executory
contracts to the extent [GM] contends or believes that its
assumption of the executory contracts bars Chrysler from rejecting
the executory contracts in its own bankruptcy proceedings," says
James Plemmons, Esq., at Dickinson Wright PPLC, in Detroit,
Michigan.

Mr. Plemmons points out that Chrysler LLC also has a pending
chapter 11 case, and thus, has the right to assume or reject the
very same contracts that GM is attempting to assume.

"Chrysler's right to reject the executory contracts is dependent
solely on Chrysler's exercise of sound business judgment," Mr.
Plemmons contends.  "Chrysler's exercise of its rights . . . must
be adjudicated within the context of Chrysler's own bankruptcy
case."

Mr. Plemmons asks the Court to hold that any provision of its sale
order, which might be used to block Chrysler from rejecting the
contracts in its own bankruptcy case, does not bar the automaker
from rejecting those contracts in case it decides to do so.

Chrysler Group also objects to the amount proposed by GM as
payment for the assumption of the contracts, saying it was not
given enough time to verify the accuracy of the amount.  GM
proposed to pay $854,478.

                        About Chrysler LLC

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

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

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

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


GETTY IMAGES: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services said it revised its rating
outlook on Getty Images Inc. to stable from negative.  S&P also
affirmed the existing ratings on the company, including the
'BB-' corporate credit rating.

"We revised the rating outlook to stable," explained Standard &
Poor's credit analyst Tulip Lim, "because although covenant-
compliance downgrade pressures still exist, they have been
deferred to 2010 in part due to the acquisition of Jupitermedia
Corp., which was funded through an equity contribution."  Based on
S&P's assessment, the company should have an adequate margin of
compliance with financial covenants in 2009, even with additional
declines in EBITDA linked to the recession.


GLOBAL CASH: Share Repurchase Won't Affect S&P's 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Rating Services said that its ratings on Las
Vegas-based Global Cash Access Inc. (GCA; BB-/Stable/--) are not
affected by the company's recent announcement that it had
repurchased approximately 5.8 million common shares from company
founder Robert Cucinotta and sent a notice of its intent to redeem
about 6.7 million of shares held by founder Karim Maskatiya on or
before Sept. 22, 2009.  GCA initiated these actions in an attempt
to avoid the loss of regulatory approval to provide products and
services at Native American gaming establishments in Arizona.

In Standard & Poor's opinion, GCA's cash balance, which totaled
about $71 million at March 31, 2009, combined with solid free cash
flow characteristics, provides sufficient cushion to absorb
potential cash outflows associated with these share repurchases,
which are likely to be funded through a combination of cash and
debt.  S&P also note that GCA may not need to purchase all of the
shares held by Mr. Maskatiya if he chooses to sell all or part of
them in the open market prior to the redemption date.  However,
depending on the amount of shares repurchased by the company,
near-term financial flexibility could be somewhat limited due to
financial maintenance covenants contained in the company's senior
secured credit facility.  Additionally, if the elimination of
these shareholders' ownership interests in GCA does not alleviate
the concerns of the Arizona Department of Gaming, S&P could
reassess S&P's view of the rating.


GOLDEN EAGLE INT'L: Board Approves Amendments to Bylaws
-------------------------------------------------------
The Board of Directors of Golden Eagle International Inc., adopted
amendments to the Company's Bylaws effective June 15, 2009.  The
amendments were adopted to permit book entry transfer of shares of
the Company's common stock and also to revise or remove certain
provisions that directors believed were unnecessary or obsolete.

A full-text copy of the amendments to the Company's Bylaws adopted
by the Board of Directors is available at no charge at:

     http://ResearchArchives.com/t/s?3e6c

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

The 2008 audit opinion included an explanatory paragraph from the
Company's auditors indicating a substantial doubt about the
Company's ability to continue as a going concern.  At March 31,
2009, the Company has $6,176,268 in total assets, $1,709,303 in
total liabilities, and $56,907,285 in accumulated deficit.


GOLDEN EAGLE INT'L: Golden Eagle Mineral Acquires Debenture
-----------------------------------------------------------
Golden Eagle Mineral Holdings, Inc., a Turks & Caicos Islands
corporation, discloses in a regulatory fling with the U.S.
Securities and Exchange Commission that pursuant to an agreement
dated April 8, 2009 in a private transaction GEM Holdings acquired
a convertible debenture originally issued by Golden Eagle
International, Inc. to a third party (Aloha Holdings, Inc.).

The convertible debenture has a face amount of $249,000, but at
the time of the transaction $271,594 in principal and interest was
due under the debenture.  GEM Holdings acquired the convertible
debenture for $125,000, with the total purchase price being paid
in installments.

The debenture by its terms is convertible into shares of common
stock -- although it may also be convertible into shares of the
issuer's preferred stock -- in a ratio calculated by dividing the
dollar amount converted by $0.025 per share.  All unpaid principal
and interest was due under the convertible debenture on May 2,
2009.  To date the principal and interest has not been paid, and
by its terms the debenture remains convertible into shares of
Golden Eagle International Inc.'s common stock.

To acquire the debenture GEM Holdings did not utilize funds or
other consideration borrowed or otherwise obtained for the purpose
of acquiring, holding, trading or voting the securities underlying
the debenture.  Instead, GEM Holdings utilized working capital to
acquire the debenture.

GEM Holdings acquired the convertible debenture for investment
purposes.

GEM Holdings says it has sole voting and dispositive power over
91,908,000 common shares of Golden Eagle International Inc., which
represents approximately 4.9% of the total number of Golden Eagle
International Inc. common shares currently outstanding.  No other
person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of
common stock.

GEM Holdings also says it has sole voting and dispositive power
over 509,860,010 common shares of Golden Eagle International Inc.,
which represents approximately 27.7% of the total number of Golden
Eagle International Inc. common shares currently outstanding.  The
beneficial ownership is comprised of:

     (i) 498,996,250 shares of common stock acquired in December
         2007 upon the conversion of shares of Golden Eagle
         International Inc.'s Series B Convertible Preferred Stock
         it previously held; and

    (ii) 10,863,760 shares of common stock underlying a
         convertible debenture acquired by the Reporting Person in
         April 2009.

No other person has the right to receive, or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the shares of common stock.

Meanwhile, Lone Star Equity Group, LLC, has disclosed having sole
voting and dispositive power over 91,908,000 common shares of
Golden Eagle International, which represents approximately 4.9% of
the total number of Golden Eagle International Inc. common shares
currently outstanding.  No other person has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of common stock described
herein.

Between April 21, 2009 and June 2, 2009 in open market
transactions Lone Star Equity sold 13,754,000 shares of Golden
Eagle International Inc. common stock.  The high and low reported
sales prices of Golden Eagle International, Inc. common stock on
April 21, 2009 were $0.0028 and $0.0023; and on June 2, 2009 were
$0.002 and $0.0017, respectively.  These high and low prices are
reflective of the range of prices through the period of the sales.

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., is engaged in contract gold milling operations in the state
of Nevada in the United States.  It has also been involved in the
business of minerals exploration, mining and milling operations in
Bolivia through its Bolivian-based wholly owned subsidiary, Golden
Eagle International, Inc. (Bolivia); however it is engaged in no
operations in Bolivia at this time as certain of those operations
are suspended pending changes in the social/political and mine
taxing environments in Bolivia while the Company has terminated
its interest in other Bolivian projects.  The Company has entered
into an agreement with Queenstake Resources USA, Inc., a wholly
owned subsidiary of Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada.

The 2008 audit opinion included an explanatory paragraph from the
Company's auditors indicating a substantial doubt about the
Company's ability to continue as a going concern.  At March 31,
2009, the Company has $6,176,268 in total assets, $1,709,303 in
total liabilities, and $56,907,285 in accumulated deficit.


GOODCRANE CORP: Wants Schedules Filing Extended Until July 20
-------------------------------------------------------------
Goodcrane Corporation asks the U.S. Bankruptcy Court for the
Southern District of Texas to extend until July 20, 2009, the time
to file its schedules of assets and liabilities and statement of
financial affairs.

The Debtor relates that it needs additional time to gather the
information necessary to complete the schedules and statements.

Houston, Texas-based Goodcrane Corporation designs and
manufactures custom designed cranes and deck equipment for marine
offshore applications, including offshore drilling platforms,
mobile drilling rigs, floating dry docks, dockside operations and
shipboard services.

The Company filed for Chapter 11 on June 5, 2009, (Bankr. S. D.
Tex. Case No. 09-34031).  Vy Thuan Nguyen, Esq., represents the
Debtor in its restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


GRANITE & MARBLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Granite & Marble Concepts, Inc.
        907 Jamerson Road
        Marietta, GA 30066

Bankruptcy Case No.: 09-76307

Chapter 11 Petition Date: June 25, 2009

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

Judge: Joyce Bihary

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  Email: edanowitz@danowitzlegal.com

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

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

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

          http://bankrupt.com/misc/ganb09-76307.pdf

The petition was signed by Anthony Brown, president of the
Company.


HAO NGUYEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Hao M. Nguyen
               Minh Hieu Nguyen
               3974 S. Rocky Peak CT
               Tucson, AZ 85735

Bankruptcy Case No.: 09-14478

Chapter 11 Petition Date: June 25, 2009

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

Judge: Eileen W. Hollowell

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

Total Assets: $1,566,200

Total Debts: $1,757,096

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

      http://bankrupt.com/misc/azb09-14478.pdf

The petition was signed by the Joint Debtors.


HAWAII SUPERFERRY: Committee Objects to Abandonment of 2 Ferries
----------------------------------------------------------------
Bloomberg News' Bill Rochelle reports that the official committee
of unsecured creditors in Hawaii Superferry Inc.'s Chapter 11 case
opposes the proposal by the Company to abandon two non-operating
ferries, which constitute the largest assets of the estate.  The
Creditors Committee argues that the Company has produced no
evidence to show that the vessels are worth less than the three
mortgages on the vessels.  The Committee also complains that
Superferry hasn't yet explored chartering the vessels or selling
them.  The Hawaii State Department of Transportation supports the
Committee's contentions.

Hawaii Superferry's debt includes $136 million in first-mortgage
bonds secured by the ferries, and $23 million in second-priority
ship mortgages owed to the shipbuilder Austal Ships.

The Bloomberg report adds that the Committee also opposes the idea
of allowing Guggenheim Corporate Funding LLC to take over $7.5
million in an escrow fund allegedly securing $51.7 million in
notes.   The creditors group contends that Guggenheim doesn't have
a perfected security interest in the escrow accounts.

As reported by the TCR on June 26, 2009, Hawaii Superferry 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 Court will hold a hearing on Hawaii Superferry's request on
July 1.

                      About Hawaii Superferry

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.


HAWAII SUPERFERRY: Wants Schedules Filing Extended Until July 14
----------------------------------------------------------------
HSF Holding Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until July 14, 2009,
the time to file its schedules of assets and liabilities and
statements of financial affairs.

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: Kirkland's $2.3MM Fees for Dec.-March Okayed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii allowed fees,
totaling $5,688,613, and expenses, totaling $155,032, for these
bankruptcy professionals in the Debtors' cases for the fee period
from December 2008 through March 2009:

                             Fee
Firm                         Period         Fees       Expenses
----                       ----------    ----------    --------
Kirkland & Ellis LLP        12/01/08 -   $2,386,962     $67,227
                             03/31/09

Deloitte & Touche LLP       01/08/09 -      617,307           0
                             03/31/09

Ernst & Young LLP           12/01/08 -       42,456           0
                             03/31/09

Lazard Freres & Co. LLC     12/01/08 -      800,000       8,741
                             03/31/09

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

FTI Consulting, Inc.        12/01/08 -      756,629      28,914
                             03/31/09

Moseley Biehl Tsugawa Lau & 12/22/08 -       57,381       6,036
Muzzi                       03/31/09

Cades Schutte, LLP          12/01/08 -      361,184       5,300
                             03/31/09

Cades Schutte sought $361,062 in fees and $5,422 in expenses.
Moseley Biehl sought $57,381 in fees and $6,036 in expenses.

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

Morrison Foerster is the Official Committee of Unsecured
Creditors' lead counsel and Moseley Biehl is the Committee's co-
counsel.  FTI Consulting is financial advisor to the Committee.

Zolfo Cooper Management LLC also asked the Court to award it
$764,150 for invoices arising from a services pact it entered
into with the Debtors for the period from January 1, 2009 through
March 31, 2009.

            Debtors' Response on Hawaii's Excise Tax

On behalf of the Debtors, Theodore D.C. Young, Esq., at Cades
Schutte LLP, in Honolulu, Hawaii, relates that since February
2009, the Debtors had been seeking a meeting with the State of
Hawaii to clarify the general excise tax obligations of the
professionals retained or engaged in their Chapter 11 cases.  The
State has recently agreed to meet with the Debtors and certain
professionals retained or engaged by the Debtors regarding the
State general excise taxes.  The parties are still seeking to
arrange a meeting.

The Debtors clarify that they disagree with the State's position
on the excise taxes and its categorical extension of that
position to all professionals, particularly out-of-state
professionals, without regard to the specific facts and
circumstances.

Mr. Young discloses that many of the out-of-state professionals,
including Kirkland & Ellis LLP, deny that they have the requisite
"nexus" with the State to be subject to the general excise tax as
required by the applicable statute and governing cases.  The
Debtors and their tax advisors also believe that several services
provided by the out-of-state professionals are not subject to any
taxation by the State under the general excise tax.

                       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)


HATTIE CRANE: Has Until July 1 to File Schedules and Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
extended until July 1, 2009, Hattie Crane Scherback's time to file
her schedules, statement of financial affairs, payment advices,
and statement of current monthly income.

The extension is in the best interest of the estate, creditors and
parties in interest.

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

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

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


HCNRC REAL ESTATE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: HCNRC Real Estate, Ltd.
        701 N. Sarah DeWitt Drive
        Gonzales, TX 78629

Bankruptcy Case No.: 09-52348

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: William B. Kingman, Esq.
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Email: bkingman@kingmanlaw.com

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

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

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

          http://bankrupt.com/misc/txwb09-52348.pdf

The petition was signed by G. Thomas Cox.


HEADWATERS INC: Obtains Covenant Relief From Lenders
----------------------------------------------------
Headwaters Incorporated has obtained an amendment to its senior
secured credit facility under which it currently has outstanding
$227.5 million, consisting of a first lien term loan in the amount
of $197.5 million and $30.0 million of borrowings under a
revolving credit arrangement.  The amendment addresses two issues
of concern to the Company:

   -- The amendment increases the total indebtedness to EBITDA
      ratio, providing cushion in the Company's total indebtedness
      covenant; and

   -- The senior lenders have agreed to allow Headwaters to
      establish a new asset based revolver to replace Headwaters'
      current revolving credit facility that matures in September
      2009.

"We are pleased to have successfully concluded the amendment to
our senior debt," said Steven Stewart, Chief Financial Officer.
"We believe that the amendment resolves Headwaters' current
covenant issues and provides an opportunity to put in place an ABL
Facility to satisfy our liquidity needs.  We have been working for
some time to establish an asset based revolver.  The amendment
will allow us to continue our work over the next 60 days to put
the ABL Facility in place."

Certain changes under the amended debt agreement include:

   -- A waiver of the total leverage covenant for the quarter
      ending June 30, 2009

   -- Ability to replace the current revolving credit arrangement
      with an ABL Facility that allows for a first lien security
      interest in certain receivables and inventory of Headwaters,
      subject to certain size and maturity restrictions

   -- After the ABL Facility is closed, amendment of the total
      leverage ratio to 5.25 in the September 2009 quarter and
      increasing to 5.75 in the March and June 2010 quarters, and
      then declining to 4.75 in the March 2011 quarter

   -- An immediate increase in the interest rate on the term loan
      to LIBOR plus 6.75%, with an additional increase to LIBOR
      plus 7.75% after the ABL Facility is closed, both with a
      minimum LIBOR floor of 3.0%

   -- Beginning January 1, 2010, a potential quarterly increase in
      the term loan interest rate by 0.25% until Headwaters has
      made principal repayments on the first lien term loan of at
      least $50.0 million

   -- The required repayment of $25.0 million of the term loan on
      or prior to December 31, 2009 if the ABL Facility has been
      closed

In connection with obtaining the amendment, Headwaters will pay a
fee to the senior lenders of approximately $1.3 million. An
additional fee to the lenders of approximately $0.5 million will
be paid following the closing of the ABL Facility.

In prior quarters, Headwaters has completed three exchanges of
convertible notes for new notes, reducing its total debt by
approximately $29 million, and generating $29 million of EBITDA.
The Company's 2009 forecast of EBITDA of $135 to $145 million
included the possibility of additional convertible note exchanges
in the June and September quarters.  However, since Headwaters was
successful in amending its senior credit facility, additional
convertible note exchanges may not be necessary, reducing the
Company's estimated 2009 EBITDA to a range of $110 to $120
million.  Based on EBITDA of $110 to $120 million, and adjusting
for increased interest expense on the amended senior credit
facility, Headwaters' earnings per share for 2009, excluding the
goodwill impairment charge recorded in March 2009, should be in
the range of $0.00 to $0.20 per diluted share.  Consistent with
this earnings estimate, the Company expects a reversal in the
second half of its fiscal year of a portion of the tax expense
that was recognized in the first half of the year, positively
impacting earnings per share.

                  About Headwaters Incorporated

South Jordan, Utah-based Headwaters Incorporated is a diversified
growth company providing products, technologies and services to
the energy, construction and home improvement industries.  Through
its energy, coal combustion products and building products
businesses, the Company earns a revenue stream that helps to
provide the capital to expand and acquire synergistic new business
opportunities.


HEIDTMAN MINING: Has Until July 27 to File Schedules & Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
extended until July 27, 2009, Heidtman Mining, LLC's time to file
its schedules of assets and liabilities and statement of financial
affairs.

The extension is in the best interest of the estate, creditors and
parties-in-interest.

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


HOVNANIAN ENTERPRISES: Fails to Appoint Advisory Directors
----------------------------------------------------------
Hovnanian Enterprises, Inc., held on June 24, 2009, its Special
Meeting of holders of its 7.625% Series A Preferred Stock --
represented by Depositary Shares -- which was called for the
purpose of nominating two persons to serve as "Advisory Directors"
to attend the portion of meetings of the Board of Directors
discussing the agenda item relating to the Preferred Stock until
such time as full dividends on the Preferred Stock have been paid
for four consecutive quarterly dividend periods.  As a result of
restrictions in the Company's credit agreement and bond
indentures, the Company has been, and continues to be, prohibited
from paying dividends on the Preferred Stock.

Substantially less than the number of shares of Preferred Stock --
as represented by Depositary Shares -- necessary to establish the
required quorum was represented in person or by proxy at the
Special Meeting.  As a quorum was not obtained, the Company was
precluded from conducting any business at the Special Meeting and
no "Advisory Directors" were nominated.  In accordance with the
Certificate of Designations, Powers, Preferences and Rights of the
Preferred Stock, the Company is not required to call an additional
special meeting to nominate "Advisory Directors."

                    About Hovnanian Enterprises

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

                           *     *     *

As reported by the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
assigned to Hovnanian Enterprises Inc.'s outstanding unsecured
senior and senior subordinated notes to 'D' from 'CC'.  The
recovery rating of '6' remains unchanged.  S&P also revised its
recovery rating assigned to the second-lien senior secured notes
to '4' from '2'.  As a result, S&P lowered its issue-level credit
rating on the notes to 'CCC' from 'CCC+'.  The '4' recovery rating
indicates that lenders can expect a average recovery (30%-50%) in
the event of payment default.  Lastly, S&P affirmed its 'CCC'
corporate credit rating on Hovnanian and S&P's 'CC' rating
assigned to the company's third-lien senior secured notes.  These
actions affect roughly $1.9 billon of rated debt securities.  The
outlook remains negative.


HUNTGAIN LLC: Has Until July 6 to File Schedules and Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland extended
until July 6, 2009, Huntgain, LLC's time to file its statement of
financial affairs, schedule of assets and liabilities, and
statement of current monthly income.

The extension is in the best interest of the estate, creditors and
parties-in-interest.

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


ICTS INTERNATIONAL: Losses, 9/11 Suit Prompt Going Concern Doubt
----------------------------------------------------------------
MHM Mahoney Cohen CPAs, the New York Practice of Mayer Hoffman
McCann P.C., in its June 26, 2009 audit report raised substantial
doubt about the ability of ICTS International N.V. and its
subsidiaries to continue as a going concern.

ICTS has a history of recurring losses and working capital
deficiency.  ICTS incurred net losses of $2.0 million,
$2.6 million, and $14.1 million during the years ended
December 31, 2008, 2007, and 2006, respectively.  As of
December 31, 2008, the Company had a working capital deficit and
shareholders deficiency of $15.3 million and $23.0 million
respectively.  In addition, the Company is subject to potential
material  contingencies in connection with (a) an audit of the
Company's operations in the United States of America by the
Internal Revenue Service (b) the  September  11, 2001  terrorist
attacks in the United States of America, (c) unpaid rent
obligations related to certain non-core  businesses which have
been  discontinued  in the United States of America, and (d)
certain claims made against the Company by the United States
Transportation Security Administration.

"These factors raise substantial doubt about the Company's ability
to continue as a going concern," ICTS said in its annual report
filed with the U.S. Securities and Exchange Commission on June 26.

As of December 31, 2008, the Company had $25,396,000 in total
assets and $48,361,000 in total liabilities.

ICTS's principal cash requirement for its operations is the
payment of wages.  Working capital is financed primarily by cash
from operating activities, and by short-term and long-term
borrowings.  As of December 31, 2008, the Company had cash and
cash equivalents of $3.8 million as compared to $2.1 million on
December 31, 2007.  In 2008 there was no short-term restricted
cash compared to $1.8 million on December 31, 2007.

As of December 31, 2008 and 2007, the Company had loans from a
related party which amount to $6.1 million and $6.5 million,
respectively,  which were used to cover part of the Company's
obligations.

Management believes that the Company's operating cash flows and
related party financing activities will provide it with sufficient
funds to meet its obligations and execute its business plan.
However, there are no assurances that management's plans to
generate sufficient cash to continue to operate the Company will
be successful.

"Our future capital will depend on our success in developing and
implementing our business strategy," the Company said.

As a result of the September 11th terrorist attacks, numerous
lawsuits have been commenced against the Company and its U.S.
subsidiary.  The cases arise out of airport security services
provided for United Flight 175 out of Logan Airport in Boston,
Massachusetts which crashed into the World Trade Center.

"The outcome of these cases is uncertain.  If there is an adverse
outcome with respect to any of these claims which is not covered
by insurance, then there may be a significant adverse impact on
us," the Company said.

A full-text copy of the Company's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3e51

Headquartered in Amstelveen, The Netherlands, ICTS International,
N.V., including its subsidiaries, provides aviation security and
other aviation related services through service contracts with
airline companies, airport authorities and governments.


INTERLAKE MATERIAL: Court Approves $3.2-Mil. Asset Sale
-------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Interlake Material
Handling Inc., which has sold most of its business, was authorized
by the U.S. Bankruptcy Court for the District of Delaware to sell
a remaining operation to a buyer that includes two company
officials for $3.2 million, including $900,000 cash.

As reported by the Troubled Company Reporter on June 19, 2009,
Interlake has filed with the Bankruptcy Court a proposed
liquidating Chapter 11 plan that offers unsecured creditors
$350,000 cash and proceeds from lawsuits.  According to Bill
Rochelle, the funding for the plan is being made available by
secured lenders as part of a settlement with the unsecured
creditors' committee, which was challenging the lenders' security
interest.  For the lenders, the plan calls for the company to turn
over any other property subject to their security interests.

Interlake Material sold its business for $30 million to Mecalux
SA, Spain's largest maker of warehouse equipment.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP is
the Debtors' local counsel.  Lake Pointe Partners, LLC, is the
Debtors' financial advisor.  Kurtzman Carson Consultants LLC is
the claims agent for the Debtors.  Lowenstein Sandler PC
represents the official committee of unsecured creditors as
counsel.  Stevens & Lee, P.C., represents the Committee as
Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERLAKE MATERIAL: Courts Sets July 29 J&D General Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
July 29, 2009, as the general bar date for the filing of proofs of
claim in J&D Company LLC's bankruptcy case.

Governmental units have until November 16, 2009, to file proofs of
claim against J&D.

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

     Kurtzman Carson Consultants, LLC
     Attn: J&D Claim Processing Center
     2335 Alaska Avenue
     El Segundo, CA 90245

J&D is a wholly owned subsidiary of United Fixtures Company, Inc.,
which, in turn, is a wholly owned subsidiary of UFC Interlake
Holding Co.  J&D filed for bankruptcy on May 20, 2009, in order to
effectuate the sale of a significant portion of its assets.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates,
namely, United Fixtures Company, Inc., UFC Interlake Holding Co.,
and Conco-Tellus, Inc., filed for protection on January 5, 2009
(Bankr. D. Del. Lead Case No. 09-10019).  Winston & Strawn LLP
represents the Debtors in their restructuring efforts.  Young,
Conaway, Stargatt & Taylor LLP is the Debtors' local counsel.
Lake Pointe Partners, LLC, is the Debtors' financial advisor.
Kurtzman Carson Consultants LLC is the claims agent for the
Debtors.  Lowenstein Sandler PC represents the official committee
of unsecured creditors as counsel.  Stevens & Lee, P.C.,
represents the Committee as Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERLAKE MATERIAL: J&D Files Schecules of Assets and Liabilities
-----------------------------------------------------------------
J&D Company, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             ----------     -----------
  A. Real Property                        $0
  B. Personal Property            $7,941,580
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $16,036,652
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $2,155
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $3,653,669
                                  ----------     -----------
TOTAL                             $7,941,580     $19,692,476

A copy of J&D's schedules of assets and debts is available at:

          http://bankrupt.com/misc/J&D.schedules.pdf

J&D is a wholly owned subsidiary of United Fixtures Company, Inc.,
which, in turn, is a wholly owned subsidiary of UFC Interlake
Holding Co.  J&D filed for bankruptcy on May 20, 2009, in order to
effectuate the sale of a significant portion of its assets.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates,
namely, United Fixtures Company, Inc., UFC Interlake Holding Co.,
and Conco-Tellus, Inc., filed for protection on January 5, 2009
(Bankr. D. Del. Lead Case No. 09-10019).  Winston & Strawn LLP
represents the Debtors in their restructuring efforts.  Young,
Conaway, Stargatt & Taylor LLP is the Debtors' local counsel.
Lake Pointe Partners, LLC, is the Debtors' financial advisor.
Kurtzman Carson Consultants LLC is the claims agent for the
Debtors.  Lowenstein Sandler PC represents the official committee
of unsecured creditors as counsel.  Stevens & Lee, P.C.,
represents the Committee as Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERLAKE MATERIAL: Sale of J&D Assets to Interlake Mecalux OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the sale of a portion of J&D & Company, LLC's assets,
specifically those assets related to J&D's Retail Service
Solutions Division, to Interlake Mecalux, Inc., the bidder who
submitted the highest and best offer at the auction.

Interlake Mecalux, Inc., a Delaware Corp., has offered $3,400,000
for the purchased assets, comprised of $1,275,000 in cash, subject
to certain adjustments, plus the assumption of certain
liabilities.

RSS Holdings, the stalking horse bidder, offered approximately
$3,200,000, comprised of $900,000 in cash and the assumption of
specified assumed liabilities, for the purchased assets.

J&D is a wholly owned subsidiary of United Fixtures Company, Inc.,
which, in turn, is a wholly owned subsidiary of UFC Interlake
Holding Co.  J&D filed for bankruptcy on May 20, 2009, in order to
effectuate the sale of a significant portion of its assets.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling,
Inc. -- http://www.interlake.com/-- makes steel storage racks in
the United States.  The Company and three of its affiliates,
namely, United Fixtures Company, Inc., UFC Interlake Holding Co.,
and Conco-Tellus, Inc., filed for protection on January 5, 2009
(Bankr. D. Del. Lead Case No. 09-10019).  Winston & Strawn LLP
represents the Debtors in their restructuring efforts.  Young,
Conaway, Stargatt & Taylor LLP is the Debtors' local counsel.
Lake Pointe Partners, LLC, is the Debtors' financial advisor.
Kurtzman Carson Consultants LLC is the claims agent for the
Debtors.  Lowenstein Sandler PC represents the official committee
of unsecured creditors as counsel.  Stevens & Lee, P.C.,
represents the Committee as Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


ION MEDIA: New Financing Proposal Doesn't Require $150MM Roll-Up
----------------------------------------------------------------
ION Media Networks Inc. previously presented to the U.S.
Bankruptcy Court for the Southern District of New York a proposal
to obtain $300 million of DIP financing from holders of majority
of the prepetition first lien debt.  The Court granted interim
approval to the loan and allowed the Debtors to access $25 million
of the DIP loan, which contemplates a roll-over of $150,000,000
prepetition debt as a DIP loan.

Subsequently, holders of 13% of the $725 million in first lien
debt -- constituting the minority -- argued that they could
provide DIP financing with superior terms, Bill Rochelle at
Bloomberg News reported.

According to the report, after the minority offered their own
financing commitment, the majority improved theirs.  ION Media's
board approved the new offer in anticipation of the July 1 hearing
for final financing approval.  The new financing removes the
conversion of $150,000,000 prepetition debt.  Consequently, the
new loan from the majority lenders is $150 million.

ION Media's board, Bloomberg relates, approved the new offer in
anticipation of the July 1 hearing for final financing approval.

                  About ION Media Networks, Inc.

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

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


INTERMET CORP: Declares Revstone as Winning Bidder
--------------------------------------------------
Intermet Corp. has declared Revstone Industries LLC to be the
winner of the auction for its cast metals auto parts business
with a bid of $11 million, subject to adjustment.  Intermet
contemplated, as part of its reorganization plan, on giving up its
business to first-lien lenders, owed some $35 million, in exchange
for debt, absent higher and better offers for the business.

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

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

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

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

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

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


JACK DRUMMOND: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jack N. Drummond
        Sumter Square Apartments
        P.O. Box 4166
        Raleigh, NC 27629-1166

Bankruptcy Case No.: 09-05333

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Jason L. Hendren, Esq.
                  Hendren & Malone, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  Email: bwood@hendrenmalone.com

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

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

A full-text copy of Mr. Drummond's petition, including a list of
his 2 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-05333.pdf

The petition was signed by Mr. Drummond.


JENNIFER CHAN: Proposes Greenberg & Bass as Bankruptcy Counsel
--------------------------------------------------------------
Jennifer Chan asks the U.S. Bankruptcy Court for the Central
District of Carolina for permission to employ Greenberg & Bass LLP
as counsel.

G&B will, among other things:

   a) advise the Debtor as to her duties, rights and powers as
      debtor-in-possession;

   b) assist the Debtor in the formulation and confirmation of a
      Plan of Reorganization or a sale of subject property; and

   c) perform other legal services as may be required and in the
      interests of the Debtor and the estate.

Douglas M. Neistat, tells the Court that G&B received a $25,000
prepetition retainer.  A $18,684 retainer remains after
prepetition services and costs were deducted.

The hourly rates of G&B personnel are:

Partners:

   David Adelman                                $395
   James R. Felton                              $395
   Keith M. Gregory                             $395

Associates:

   Wayne S. Ball                                $340
   Yi Sun Kim                                   $260
   Frank J. Taboada                             $320
   John R. Yates                                $375

Of Counsel:

   Arthur A. Greenberg                          $475
   Douglas Neistat                              $475
   Barry Kurtz                                  $450
   Charles S. Tigerman                          $400
   Arthur L. Roilston                           $360
   Robert D. Bass                               $475

Paraprofessionals:

   Stephen J. Baungartner                       $340
   senior manager, strategic
   planning and analysis

   Law clerk                                    $125
   Paralegal/legal assistant                 $95 - $190

Mr. Neistat assures the Court that G&B is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Neistat can be reached at:

     Greenberg & Bass
     16000 Ventura Blvd No. 1000
     Encino, CA 91436
     Tel: (818) 382-6200
     Fax: (818) 986-6534

                        About Jennifer Chan

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


JENNIFER CHAN: Wants Filing of Schedules Extended Until July 10
---------------------------------------------------------------
Jennifer Chan asks the U.S. Bankruptcy Court for the Central
District of Carolina to extend until July 10, 2009, its time to
file its schedules of assets and liabilities and statements of
financial affairs.

The Debtor needs additional time to prepare and file its schedules
and statements.

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


JOHN GONZALEZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: John C. Gonzalez
            dba Raja Holdings
         Beverly A Yates
         13 Portofino Road
         San Rafael, CA 94901

Bankruptcy Case No.: 09-11955

Chapter 11 Petition Date: June 27, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

Total Assets: $1,642,278

Total Debts: $2,119,147

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

         http://bankrupt.com/misc/canb09-11955.pdf

The petition was signed by the Joint Debtors.


JOURNAL REGISTER: Judge to Rule if 'Gift Plan' Complies with Law
----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York is expected to issue a ruling this week on
Journal Register Company's reorganization plan, which provides for
a 'gift' for trade suppliers.  According to Bill Rochelle at
Bloomberg News, the Teamsters union says that the plan is not
confirmable as it unfairly treats similarly situated unsecured
creditors.  The Plan provides for full payment to trade suppliers,
but other unsecured creditors, including the pension fund, are to
recover just 9.2%.  JRC insists otherwise, claiming that the extra
payments for trade supplier is a "gift" from secured lenders who
are giving up part of what they otherwise are entitled to receive.
JRC asserts that since the payment doesn't come from the Debtors'
assets, it does not violate bankruptcy law.

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.  However, trade suppliers, which
are owed a total of $5.4 million, will receive payment for the
balance of their claims from secured lenders, raising their total
return to 100%.

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.

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.


KB TOYS: Court Denies Committee's Bid to Sue Execs., Officers
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware denied a bid by the official committee of
unsecured creditor for derivative standing to sue some of the
officers and directors KB Toys Inc., but the court left the door
open for the committee to seek standing to bring an amended claim
against the officers and directors for breach of fiduciary duty,
according to Law360.

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KDH DASH ENTERPRISES: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: KDH Dash Enterprises, Inc.
           dba Kwik Kar Lub & Tune on FM 1960 East
        8001 FM 1960 Road East
        Humble, TX 77346

Bankruptcy Case No.: 09-34424

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $697,831

Total Debts: $1,461,039

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

          http://bankrupt.com/misc/txsb09-34424.pdf

The petition was signed by David A. Bishop, president of the
Company.


KEMET CORP: Unveils Preliminary Results of Tender Offer
-------------------------------------------------------
KEMET Corporation reports preliminary results of its tender offer
for its 2.25% Convertible Senior Notes due 2026 (CUSIP Nos. 488360
AA6 and 488360 AB4), which expired at 11:59 p.m., New York City
time, on June 26, 2009.

Based on preliminary information provided to KEMET by D.F. King &
Co., Inc., the information agent and depositary for the tender
offer, KEMET expects to acquire $93,919,000 in aggregate principal
amount of Notes, representing approximately 53.67% of the
aggregate principal amount of the outstanding Notes prior to the
expiration of the tender offer.

The number of Notes to be purchased is preliminary and the actual
purchase of any Notes will only be made upon satisfaction or
waiver of the conditions set forth in KEMET's Offer to Purchase,
dated May 5, 2009, as amended and supplemented from time to time.
Final results for the tender offer will be determined subject to
confirmation by the depositary of the proper delivery of the Notes
validly tendered and not validly withdrawn.  The actual amount of
Notes to be purchased will be announced following the completion
of the confirmation process.  Payment for the Notes accepted for
purchase will occur promptly thereafter.

On June 8, 2009, KEMET increased the purchase price pursuant to
the tender offer from $300 per $1,000 principal amount of Notes to
$400 per $1,000 principal amount of Notes and extending the
expiration date from 11:59 p.m., New York City time, on June 12,
2009 to 11:59 p.m., New York City time, on June 19, 2009.  KEMET
also decreased the minimum tender condition pursuant to the tender
offer from $166,250,000 in aggregate principal amount of Notes
(representing 95% of the outstanding Notes) being validly tendered
and not validly withdrawn to $122,500,000 in aggregate principal
amount of Notes (representing 70% of the outstanding Notes) being
validly tendered and not validly withdrawn.

On June 22, 2009, KEMET extended the June 19 expiration date to
June 26.  KEMET also decreased the minimum tender condition
pursuant to the tender offer from $122,500,000 in aggregate
principal amount of Notes (representing 70% of the outstanding
Notes) being validly tendered and not validly withdrawn to
$87,500,000 in aggregate principal amount of Notes (representing
50% of the outstanding Notes) being validly tendered and not
validly withdrawn.

In connection with the reduction to the minimum tender condition,
on June 21, 2009, the Company and certain of its subsidiaries
entered into an amendment to the Amended and Restated Credit
Agreement with K Financing, LLC, an affiliate of Platinum Equity
Capital Partners II, L.P.  Among other matters, the amendment
reduces the required minimum tender condition under the Amended
and Restated Platinum Credit Facility from $122,500,000 in
aggregate principal amount of Notes (representing 70% of the
outstanding Notes) being validly tendered and not validly
withdrawn to $87,500,000 in aggregate principal amount of Notes
(representing 50% of the outstanding Notes) being validly tendered
and not validly withdrawn.

"We have these last 12 months, like many businesses throughout the
world, been presented with a series of financial challenges.
However, even during these unprecedented times, we have been able
to secure a number of definite steps to improve our operations,
decrease our cost structure, preserve cash, restructure our short-
term debt and now with the anticipated closing of our tender
offer, decrease our long term debt as well. We are confident that
these improvements have enhanced our financial stability," stated
Per Loof, Chief Executive Officer. "The completion of our tender
offer, which we expect to close tomorrow, June 30, adds further
credence to our efforts. The access to credit that this
transaction secures will, among other things, provide funding for
us to better participate in the economic recovery as it happens.
This year we have significantly reduced our break-even point for
all our businesses. These actions, the financial resources now
available to us, along with a strengthened balance sheet, position
KEMET favorably as we return to more normal economic activity
levels," continued Loof.

Deutsche Bank Securities Inc. served as the dealer manager for the
tender offer. D.F. King & Co. served as the information agent and
depositary for the tender offer. Questions regarding the tender
offer should be directed to Deutsche Bank Securities Inc. at 1-
800-503-4611 (U.S. toll-free).  Requests for the Offer to Purchase
and other documents relating to the tender offer may be directed
to D.F. King & Co. at (212) 269-5550 (for banks and brokers only)
or 1-800-431-9643 (U.S. toll-free).

                            About KEMET

KEMET Corporation -- http://www.kemet.com/-- manufactures the
majority of capacitor types, including tantalum, multilayer
ceramic, solid aluminum, plastic film, paper and electrolytic
capacitors.


KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1/LD'
-------------------------------------------------------------
Moody's Investors Service changed the probability of default
rating for Kinetek Holdings Corp. to Caa1/LD from Caa1 following
its repurchase of a portion of the company's outstanding term
loans at a significant discount to the original principal amount.
Moody's considers this repurchase, prior repurchases in 2009 and
potential ongoing repurchases of its outstanding loan obligations
as distressed exchanges due to the significant monetary loss
incurred by lenders relative to the principal value of the term
loans.  The LD designation signifies a limited default.  The
rating outlook remains negative.

In addition, Moody's downgraded the ratings on the first lien term
loan and revolver to Ca from B3 and the rating on the second lien
term loan to C from Caa2 to reflect the steep losses incurred by
lenders who agreed to sell their loans to Kinetek, a subsidiary of
Kinetek or its sponsor.

Moody's has affirmed the Caa1 corporate family rating and negative
outlook, incorporating the challenging end-market conditions,
elevated post-exchange leverage and Moody's expectation of
covenant compliance challenges over the next twelve months.  The
LD designation on the PDR will be removed in approximately three
days.  At that time, Moody's expects to raise the rating on the
first lien term loan and revolving credit facility to B3 from Ca
and the rating on the second lien term loan to Caa2 from C to
reflect the post-exchange capital structure.

These ratings were downgraded:

  -- Probability of default rating to Caa1/LD from Caa1;

  -- Senior secured revolving credit facility rating to Ca, LGD4,
     50% from B3, LGD3, 34%;

  -- Senior secured term loan rating to Ca, LGD4, 50% from B3,
     LGD3, 34%; and

  -- Senior secured 2nd lien term loan rating to C, LGD5, 74% from
     Caa2, LGD5, 82%.

The previous rating action on Kinetek was the downgrade of the
corporate family rating to Caa1 from B2 on June 15, 2009.

Kinetek, based in Deerfield, Illinois, is a manufacturer of
specialty purpose electric motors, gearmotors, gearboxes, gears
and electronic motion controls for a wide variety of consumer,
commercial, and industrial markets.  Revenues for the twelve month
period ended March 31, 2009 were $373 million.


KORTHION CORP: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Korthion Corp
           dba Middletown Diner
        1887 Route 35
        Middletown, NJ 07748

Bankruptcy Case No.: 09-26416

Chapter 11 Petition Date: June 25, 2009

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

Judge: Michael B. Kaplan

Debtor's Counsel: Bunce Atkinson, Esq.
                  Atkinson & DeBartolo
                  2 Bridge Ave., PO Box 8415
                  Bldg. 2, 3rd Floor
                  Red Bank, NJ 07701
                  Tel: (732) 530-5300
                  Email: bunceatkinson@aol.com

Total Assets: $1,091,835

Total Debts: $1,307,265

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/njb09-26416.pdf

The petition was signed by Susanne Ingrassia, president of the
Company.


LEVEL 3: Fitch Downgrades Rating on Convertible Notes to 'CC/RR6'
-----------------------------------------------------------------
Fitch Ratings has lowered the rating assigned to Level 3
Communications, Inc.'s convertible subordinated notes to 'CC/RR6'
from 'CCC-/RR6'.

The rating action brings the subordinated note ratings in line
with Fitch's revised rating definition and mapping criteria.
Approximately $484 million of convertible subordinates notes
outstanding as of March 31, 2009, was effected by Fitch's action.
As of March 31, 2009, LVLT had approximately $6.4 billion of debt
outstanding.


MAGNA ENTERTAINMENT: MEC Pennsylvania to Consult Cannery Casino
---------------------------------------------------------------
The Associated Press reports that MEC Pennsylvania Racing
Services, Inc., will consult with Cannery Casino Resorts, which
runs the slot machine operation, on a way to make the harness
track profitable.

MEC Pennsylvania filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Delaware on June 16.
Magna Entertainment Corp. and other affiliates filed for Chapter
11 three months before.

Court documents say that MEC Pennsylvania lost about $2.6 million
at the track and its off-track betting locations in western
Pennsylvania.  MEC Pennsylvania listed $4.9 million in assets and
$4.7 million in liabilities, The AP relates.

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: Won't File Quarterly Reports While in Ch. 11
-----------------------------------------------------------------
Magna Entertainment Corp. filed its fifth bi-weekly default status
report under National Policy 12-203 of the Canadian Securities
Administrators, pursuant to which MEC announced that it would not
be filing its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, nor would it be filing quarterly reports on
Form 10-Q, with the U.S. Securities and Exchange Commission or the
Canadian securities regulators during the period it continues to
operate its business as a debtor-in-possession under the U.S.
Bankruptcy Code.  Since announcing the original notice of default
on March 26, 2009, and filing its first default status report on
April 7, 2009, second default status report on April 28, 2009,
third default status report on May 29, 2009, and fourth status
report on June 12, 2009, there have not been any material changes
to the information contained therein, nor any failure by MEC to
fulfill its intentions stated therein, and there are no additional
defaults or anticipated defaults subsequent to such announcement.
The Company intends to file its next default status report on
July 10, 2009.

                  About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: Committee Taps Faskens as Canadian Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Magna
Entertainment Corp. and its debtor-affiliates' Chapter 11 cases
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Fasken Martineau Dumoulin LLP as Canadian
counsel.

Faskens, will among other things:

   a) advise the Committee with respect to its rights, duties and
      powers in relation to matters of Canadian law in the
      Chapter 11 cases;

   b) assist and advise the Committee in its consultations with
      the Debtors in relation to matters of Canadian law relative
      to the administration of the Chapter 11 cases; and

   c) appear and represent the Committee as may be necessary in
      the Canadian proceedings and in other matters arising and
      pending in the Canadian legal system or before the Ontario
      Securities Commission.

Fasken will work at the direction of the Committee's lead counsel,
Kramer Levin Naftalis & Frankel LLP.

The hourly rates of Fasken's personnel are:

     Partners                    $450 - $1,000
     Associates                  $320 -   $550
     Students at Law                 $190
     Paralegals                  $100 -   $290

The hourly rates of Fasken's partners and associates with primary
responsibility on the Chapter 11 case are:

     Jonathan A. Levin, partner      $940
     EdmondF.B. Lamek, partner       $750
     Conor O'Neil, associate         $320

Mr. Levin assures the Court that Fasken is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Levin can be reached at:

     Fasken Martineau Dumoulin LLP
     66 Wellington Street West, Suite 4200
     Toronto Dominion Bank Tower, Box 20
     Toronto-Dominion Centre, Toronto
     Ontario, Canada

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MARK THOMPSON-BULLOCK: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mark McCoy Thompson-Bullock
        1012 Carpenter Fletcher Road
        Durham, NC 27713

Bankruptcy Case No.: 09-05300

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Travis Sasser, Esq.
                  875 Walnut Street, Suite 342
                  Cary, NC 27511
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  Email: tsasser@carybankruptcy.com

Total Assets: $1,091,835

Total Debts: $1,307,265

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

          http://bankrupt.com/misc/nceb09-05300.pdf

The petition was signed by Susanne Ingrassia, president of the
Company.


MCCLATCHY COMPANY: Exchange Offer Cues Fitch's Rating Actions
-------------------------------------------------------------
Fitch Ratings has taken these rating actions related to The
McClatchy Company's completion of its debt exchange offer
announced on May 21, 2009:

  -- Issuer Default Rating to 'RD' from 'C'.

Subsequently, Fitch Ratings has taken these rating actions:

  -- IDR to 'C' from 'RD';

  -- Senior secured credit facility affirmed at 'C/RR4';

  -- Senior secured term loan affirmed at 'C/RR4;

  -- Senior unsecured guaranteed notes assigned a rating of
     'C/RR6';

  -- Senior unsecured notes/debentures affirmed at 'C/RR6'.

Approximately $2.0 billion of debt is affected by this action.

The action reflects that as part of the company's exchange offer,
$102.9 million in notes were tendered and will be exchanged for
$3.4 million in cash (to the 2011 and 2014 bondholder who
tendered) and $24.2 million in new notes.  The $24.2 million
15.75% senior notes due 2014 new notes will be guaranteed by the
material domestic subsidiaries of McClatchy.

Fitch has believed that McClatchy has an untenable capital
structure relative to the prospects for its future cash flow
generation.  The ratings reflect Fitch's belief that default is
imminent or inevitable.  Fitch notes that more than five newspaper
groups have filed for bankruptcy protection in the past six-
months.

On May 21, 2009, the company announced a debt exchange offer for
its $1.15 billion of unsecured debt.  The offer constituted a
Coercive Debt Exchange under Fitch's criteria resulting in a 'RD'
rating for two main reasons.  First, in Fitch's opinion, the
deeply below-par offer and partial maturity extension represent a
material reduction in terms.  Secondly, Fitch views the offer as
coercive, because old bondholders that did not participate in the
exchange would be further subordinated to the $24.2 million of new
notes.  The offer's requirement of issuing a minimum of
$50 million in new note was waived.

In computing recovery, Fitch has historically assumed a 2.5 times
(x) EBITDA multiple to calculate the distressed enterprise value
for McClatchy.  Given the challenge of estimating the sustainable
level of EBITDA generation, Fitch may further reduce the multiple
or lower its estimate of sustainable EBITDA in arriving at
recovery ratings.  Presently, Fitch's distressed enterprise
valuation is between $400 million-$435 million.  The 'RR4' rating
for McClatchy's secured bank credit facility reflects Fitch's
expectation of 31%-50% recovery given that it benefits from a
security interest in certain assets and a guarantee from
materially all operating subsidiaries (providing it priority over
unsecured claims under a default scenario).  The new notes benefit
from an unsecured guarantee from McClatchy's material domestic
subsidiaries, giving it priority over the existing unsecured
notes.  However, the secured debt is not fully recovered, under
Fitch recovery analysis, and all unsecured debt is rated 'RR6'
reflecting the 0% recovery.

McClatchy's liquidity was supported by revolver availability of
$144.8 million and $36.6 million in cash balances as of March 29,
2009.  Fitch estimates that leverage through the banks is 3.2x and
total leverage is 6.9x.  Fitch's metrics assume no adjustments to
EBITDA for restructuring charges although such adjustments can be
made for the purpose of computing total covenant leverage.  As of
March 29, 2009, the company's total covenant leverage was 5.9x
compared to a threshold of 7.0x.  Fitch estimates the company
could breach its covenant in the second half of 2009.  Fitch notes
that liquidity will remain a concern as the company generates less
free cash flow, and the bank group could continue to ratchet back
the overall capacity in future negotiations or could cease
providing relief from covenant breaches.


MCSTAIN ENTERPRISES: U.S. Trustee Picks 6-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 19 appointed six creditors to serve on
the official committee of unsecured creditors in McStain
Enterprises, Inc.'s Chapter 11 case:

The Committee members are:

1. W.L. Contractors, Inc.
   Attn: Fernando Franco
   5920 Lamar Street
   Arvada, CO 80003
   Tel: (303) 422-7985
   Fax: (303) 422-1634

2. Namaste Solar Electric, Inc.
   Attn: Jason Wiener
   4571 Broadway Street
   Boulder, CO 80304
   Tel: (303) 447-0300 Ext. 265
   Fax: (303) 443-8855

3. Masco Builder Cabinet Group, Inc.
   aka Merillat Cabinet Corporation
   Attn: Rick Miller
   Miller at Law P.C.
   1900 W. Littleton Blvd.
   Littleton, CO 80120
   Tel: (303) 722-6500
   Fax: (303) 722-9270

4. William & Associates Investment
   Attn: Cynthia T. Kennedy
   76 Cherryvale Road
   Boulder, CO 80303
   Tel: (303) 499-5400
   Fax: (303) 499-5403

5. Hillary Reed Interiors
   Attn: Jennifer Howard
   1501 W. Campus Drive, Suite G
   Littleton, CO 80120
   Tel: (303) 794-0051
   Fax: (303) 794-0254

6. Kyle Kucharski Eng & Const Co.
   Attn: Jane Kucharski
   7318 S. Chapparal Circle East
   Centennial, CO 80016
   Tel: (303) 741-1115
   Fax: (303) 741-1116

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 McStain Enterprises

Louisville, Colorado-based McStain Enterprises, Inc., aka McStain
Neighborhoods filed for Chapter 11 on May 28, 2009 (Bankr. D.
Colo. Case No. 09-20249).  Joli A. Lofstedt, Esq., at Connolly,
Rosania & Lofstedt, P.C., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


MEGOLA INC: Schwartz Levitsky Raises Going Concern Doubt
--------------------------------------------------------
Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada, in its
audit report dated May 1, 2009, raised substantial doubt about the
ability of Megola Inc. to continue as a going concern.

At July 31, 2008, the Company had $1,523,972 in total assets,
$1,155,999 in total liabilities, and $367,973 in stockholders'
equity.

Megola incurred recurring net losses of $536,875 and $740,752 in
the 2008 and 2007 fiscal years respectively, and has a working
capital deficiency of $518,787, negative cash flows from
operations and a deficit of $5,615,600 as at July 31, 2008.  These
conditions create an uncertainty as to Megola's ability to
continue as a going concern.

Moreover, at present, the Company does not have sufficient
resources to fund its current working capital requirements.  The
Company's financing plans include obtaining additional capital
through various debt or equity financing arrangements to service
its current working capital requirements; any additional or
unforeseen obligations and to fund the implementation of future
opportunities.  Should the Company be unable to continue as a
going concern, it may be unable to realize the carrying value of
its assets and to meet its liabilities as they become due.

Management has undertaken these initiatives that it believes will
be instrumental in leading to better management of cash flows and
more profitable operations:

   -- Outsourcing of much of the manufacturing activities has been
      established along with appropriate analysis ensuring cost
      competitiveness to minimize capital outlay and provide for
      rapid potential growth in production levels

   -- Establishment of policies and procedures for production
      processes to ensure timely delivery of product to
      distribution groups and customers

   -- Established relationships with Distribution groups that can
      provide the necessary expertise in commercialization of the
      Company's entire product line to ensure maximum market
      Penetration

   -- Signing of Definitive Sales and Agency Agreements,
      pertaining to the distribution rights, that have
      purchase/sale order requirements expected to generate
      substantial sales in the next five years

   -- Requirement for cash deposit with sales orders to minimize
      drain on working capital

A full-text copy of the Company's Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission is available at
no charge at http://ResearchArchives.com/t/s?3e52

Megola, Inc., was incorporated in Ontario, Canada on August 28,
2000.  Megola was formed to sell physical water treatment devices
to a wide range of end-users in the United States, Canada and
internationally under a license granted by Megola GmbH in Germany.
The Company presently distributes physical water treatment; water
filtration; air purification; microbiological control; waste water
treatment and fire safety.


MID AMERICA: Wants Additional 35 Days in Schedules Filing Deadline
------------------------------------------------------------------
Mid America Agri Products/Horizon, LLC, asks the U.S. Bankruptcy
Court for the District of Nebraska to extend for an additional 35
days the time to file schedules of assets and liabilities and
statements of financial affairs.

The Debtors need additional time to assemble and accurately detail
all of the Debtor's schedules and statements.

North Platte, Nebraska-based Mid America Agri Products/Horizon,
LLC filed for Chapter 11 on June 3, 2009 (Bankr. D. Nebr. Case No.
09-41543).  Robert V. Ginn, Esq., at Blackwell Sanders Peper
Martin LLP, represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $50 million to
$100 million.


MIDWAY GAMES: Warner Brothers Emerges as Sole Bidder
----------------------------------------------------
According to The Los Angeles Times, Warner Borthers has emerged as
the sole bidder for Midway Games Inc.  Ben Fritz and Alex Pham at
the LA Times said Midway had hoped that the sale process, under
which Warner's $33-million offer would be subject to competitive
bidding, would spur interest and would raise the purchase price.

As reported by the Troubled Company Reporter on June 26, 2009,
Threshold Entertainment Inc. sued Midway before the Bankruptcy
Court 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.

Midway Games in May 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: Court Approves $175MM Sale to Investor Group
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the sale of substantially all of the assets of Milacron
Inc. to a group of existing investors led by Avenue Capital Group
and DDJ Capital Management LLC.  The sale is expected to be
completed in July.

As reported by the Troubled Company Reporter on June 26, 2009, as
of the June 24 bid deadline established by the Bankruptcy Court,
it had not received an offer for its assets higher than the one
made in the definitive agreement reached with the investor group.

As reported by the TCR 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, 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.

"There was considerable interest in the company, but in the end,
the existing investor group's offer was the highest," said Dave
Lawrence, CEO of Milacron.  "These are investors who understand
our company, our customers and the markets that have long relied
on Milacron's products and services.  Their continued confidence
in our brands, people and products is enabling us to complete the
bankruptcy process quickly and emerge as a much healthier
company."

The continued confidence of Milacron's investors enables the
company to continue its long tradition of industry leadership and
innovation.  The company will be positioned more competitively,
and solid financial backing strengthens its ability to meet the
evolving needs of customers worldwide.

"Milacron is poised to do well, particularly as world markets
improve," Mr. Lawrence said.  "The new ownership will enhance our
ability to further advance our technologies, to develop new
strategic partnerships and to expand our services to customers
across the globe.  Especially during these challenging economic
times, it's our goal as an industry leader to equip our customers
with every possible advantage."

                        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.


MMM HOLDINGS: Moody's Upgrades Senior Debt Ratings to 'B2'
----------------------------------------------------------
Moody's Investors Service has upgraded the senior debt ratings of
MMM Holdings, Inc., NAMM Holdings, Inc., and Preferred Health
Management Corporation to B2 from B3.  The rating agency also
upgraded MMM's corporate family rating to B2 from B3 and the
insurance financial strength ratings of MMM Healthcare and
PrimeCare Medical Network to Ba2 from Ba3.  The outlook on the
ratings is stable.

Moody's stated that the upgrade was driven by the continued
earnings improvement at MMM's operating subsidiaries in Puerto
Rico and the reduction of debt at the holding company, which has
benefited the company's financial flexibility, enhancing its
cushion in meeting the financial covenants of the credit facility.
MMM's financial results through April 2009 indicate that the
company has resolved the high medical utilization and increased
costs that arose at the end of 2006 in its Puerto Rico operations.
Moody's Vice President Steve Zaharuk stated that, "Through a
combination of network development, provider negotiations,
administrative cost reductions, and medical utilization management
improvements, MMM has successfully implemented its plan and re-
established a basis for an expectation of consistent earnings."

In addition, the rating agency noted as a positive development the
reversal of the membership decline MMM experienced in 2007, with
membership gains recorded during 2008 and the first four months of
2009, enabling it to retain its leading position in the Puerto
Rico Medicare Advantage market.  Another credit positive is that
MMM has repaid approximately $162 million (34%) of its long term
debt since the end of 2007.  Moody's anticipates that MMM will
make additional debt repayments during 2009.

However, somewhat offsetting these positives, the rating agency
said, is MMM's low NAIC risk-based capital ratio, which, although
it is in compliance with all regulatory requirements, was
approximately 84% of company action level as of December 31, 2008.
Moody's noted that the company's RBC is expected to decline during
2009 as the company continues to pay down debt; however, RBC is
not expected to decline below 50% CAL.  An additional credit
concern is the likelihood of federal reductions in Medicare
Advantage reimbursements.  While Moody's believes that MMM will be
able to maintain its membership base despite the benefit
reductions it will most likely need to make to reflect the 2010 MA
rate reductions, significant reimbursement reductions in the
future could be more problematic.

Moody's said that if MMM maintains net income margins above 3%,
demonstrates net membership growth into 2009, and improves its
risk-based capital ratio on a sustained basis of at least 100% of
CAL, then the ratings could be upgraded.  However, if annual net
margins fall below 1%, if membership declines by 25% or more, if
RBC declines below 50% CAL, or if there is a breach in any of the
financial covenants in its credit agreement, then the ratings
could be downgraded.

These ratings were upgraded with a stable outlook:

* MMM Holdings, Inc. -- senior secured debt rating to B2 from B3;
  corporate family rating to B2 from B3;

* NAMM Holdings, Inc. -- senior secured debt rating to B2 from B3;

* Preferred Health Management Corporation -- senior secured debt
  rating to B2 from B3;

* MMM Healthcare, Inc. -- insurance financial strength rating to
  Ba2 from Ba3;

* PrimeCare Medical Network, Inc. -- insurance financial strength
  rating to Ba2 from Ba3.

MMM Healthcare offers Medicare Advantage products exclusively to
eligible participants in Puerto Rico.  NAMM is a medical
management company that operates in California and Illinois.  Its
regulated operating subsidiary, PrimeCare Medical Network, Inc.,
consists of 10 owned IPAs in Southern California that contract
with major health care benefit companies on a capitated basis to
provide medical care to commercial and Medicare members.

Aveta, Inc., the parent company of MMM, PHMC and NAMM, is a
privately-owned company incorporated in Delaware and headquartered
in Fort Lee, New Jersey.  As of March 31, 2009, Aveta (as Aveta
Holdings, LLC) reported stockholders' equity of $87 million and
approximately 215,500 Medicare members.  For the first three
months of 2009, total revenues were $550 million.

Moody's most recent rating action on MMM was on July 28, 2008 when
Moody's upgraded MMM's ratings (senior debt to B3) one notch
following the announcement that the company had renegotiated the
terms of its credit facility.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


METROMEDIA INT'L: Taps Greenberg Taurig as Bankruptcy Counsel
-------------------------------------------------------------
MIG, Inc and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Greenberg
Taurig, LLP, as counsel.

Greenberg Taurig will, among other things:

   a) provide legal advice with respect to the Debtors' powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its property;

   b) negotiate, draft, and pursue all documentation necessary in
      the cases as determined in conjunction with Greenberg
      Taurig; and

   c) prepare on behalf the Debtor all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtors' estate.

Pre-bankruptcy, Greenberg Taurig received a $550,000 retainer.  A
portion of the payments was applied to Greenberg Taurig's fees and
expenses.  The remaining $330,000 will be held as a postpetition
retainer.

The hourly rates of Greenberg Taurig's personnel are:

     Nancy A. Mitchell                         $850
     Joseph P. Davis                           $700
     Scott D. Cousins                          $685
     Maria J. DiConza                          $675
     Sandra G. M. Selzer                       $475
     Alexandra Aquino-Fike                     $360
     Elizabeth C. Thomas                       $210

     Shareholders                           $335 - $1,050
     Of Counsel                             $350 -   $900
     Associates                             $175 -   $565
     Legal Assistants/Paralegals             $65 -   $310

Mr. Cousins assures the Court that Greenberg Taurig is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Cousins can be reached at:

     Greenberg Taurig, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360

                         About MIG, Inc.

Headquartered in Charlotte, North Carolina, MIG, Inc. --
http://www.metromedia-group.com/-- fka Metromedia International
Group, Inc. provides telecommunication services.

The Company filed for Chapter 11 on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP represents the Debtor in its restructuring efforts.  The
Debtor proposes Debevoise & Plimpton LLP as special corporate
counsel, and Potter Anderson & Corroon LLP as special litigation
counsel.  The Debtor has assets and debts both ranging from
$100 million to $500 million.


MODINE MANUFACTURING: Files Annual Report for Two Employee Plans
----------------------------------------------------------------
Modine Manufacturing Company filed with the Securities and
Exchange Commission annual reports on Form 11-K for the year ended
December 31, 2008, on two employee plans:

   1. Modine 401(k) Retirement Plan for Hourly Employees; and

   2. Modine 401(k) Retirement Plan for Salaried Employee

                                                     Net Assets
                                                      Available
                                                   For Benefits
                                                   ------------
   Modine 401(k) Retirement Plan for                $31,959,966
   Hourly Employees
   See http://ResearchArchives.com/t/s?3e63

   Modine 401(k) Retirement Plan for                $86,926,737
   Salaried Employee
   See http://ResearchArchives.com/t/s?3e64

On June 5, 2009, the Officer Nomination and Compensation Committee
of the Board of Directors of Modine suspended the award of
Performance Stock Awards under the Company's long-term incentive
compensation plan.  The ONC Committee determined that it could not
set realistic targets for the next three fiscal years under the
plan as structured because of the significant uncertainty in the
economic climate.  In addition, the Performance Stock Awards, as
they were structured through fiscal 2009, required the Company to
accrue compensation expense that was significantly higher than the
value of any award under the plans.

As a result, the ONC Committee resolved to eliminate any new
grants of Performance Stock Awards during fiscal 2010 and to
reevaluate the program in the coming year.  In lieu of the
Performance Stock Award program during fiscal 2010, the ONC
Committee made awards of restricted stock and grants of stock
options to participants in the long-term incentive compensation
plan in an amount up to 2.5% of the Company's outstanding common
stock.  The number of restricted stock awards will equal 20% of
the awards and will vest equally over four years, as they do
currently.  The number of shares subject to the grant of stock
options will equal 80% of the awards granted to each participant.
One fourth of the stock option grant will vest each year starting
on the date grant so that one fourth of the stock option award is
immediately exercisable on the date of grant.  The grant date of
the awards was June 9, 2009.

Prior to this change for fiscal 2010, the ONC Committee had used a
monetary value for the award of long-term incentive compensation.
Given the Company's relatively low stock price, the ONC Committee
abandoned the monetary valuation for awards for fiscal 2010 and,
instead, used share count as the reference for the amount of the
awards.

The ONC Committee made these awards to the Company's executive
officers:

                                                   Shares Subject
   Name                    Restricted Shares (#)   to Options (#)
   ----                    ---------------------   --------------
   Thomas A. Burke                 35,118              140,472
   Bradley C. Richardson           18,435               73,740
   Klaus A. Feldmann               10,707               42,828
   Thomas F. Marry                  6,895               27,580
   Margaret C. Kelsey               5,245               20,978
   Scott L. Bowser                  4,895               19,580

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2008 adjusted revenues of $1.9 billion, specializes in
thermal management systems and components, bringing highly
engineered heating and cooling technology and solutions to
diversified global markets.  Modine products are used in light,
medium and heavy-duty vehicles, heating, ventilation and air
conditioning equipment, off-highway and industrial equipment,
refrigeration systems, and fuel cells.  The company employs
approximately 7,900 people at 33 facilities worldwide in 15
countries.

On February 17, 2009, Modine Manufacturing entered into amendments
to its Credit Agreement with JPMorgan Chase Bank, N.A., and Note
Purchase Agreement related to its $50,000,000 of 5.68% Senior
Notes, Series A due December 7, 2017, and $25,000,000 5.68% Senior
Notes, Series B due December 7, 2018; and Note Purchase Agreement
related to its $75,000,000 of 4.91% Senior Notes due September 29,
2015.  The Company entered into the Amendments to waive certain
events of default existing under the Credit Agreement, the 2006
Note Purchase Agreement and the 2005 Note Purchase Agreement at
December 31, 2008, and amend other provisions of the Credit
Agreement, the 2006 Note Purchase Agreement and the 2005 Note
Purchase Agreement.


MODINE MANUFACTURING: Annual Shareholders Meeting on July 23
------------------------------------------------------------
The Annual Meeting of Shareholders of Modine Manufacturing Company
will be held July 23, 2009, at 9:00 a.m., at The Pfister Hotel,
424 East Wisconsin Avenue, Milwaukee, Wisconsin.

The annual meeting is for these purposes:

   -- To elect the Company-nominated slate of three directors for
      terms expiring in 2012.  The nominees for election are Frank
      W. Jones, Dennis J. Kuester and Michael T. Yonker;

   -- To approve the proposed amendment to the Amended and
      Restated Articles of Incorporation of Modine Manufacturing
      Company to provide for a majority voting standard for the
      election of directors;

   -- To approve the proposed amendment to the Bylaws of Modine
      Manufacturing Company to provide for a majority voting
      standard for the election of directors;

   -- To ratify the appointment of the Company's independent
      registered public accounting firm.  The Audit Committee of
      the Board has appointed PricewaterhouseCoopers LLP as the
      Company's independent registered public accounting firm for
      the fiscal year ending March 31, 2010 to audit the
      consolidated financial statements of the Company; and

   -- To consider any other matters properly brought before the
      shareholders at the meeting.

                           About Modine

Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2008 adjusted revenues of $1.9 billion, specializes in
thermal management systems and components, bringing highly
engineered heating and cooling technology and solutions to
diversified global markets.  Modine products are used in light,
medium and heavy-duty vehicles, heating, ventilation and air
conditioning equipment, off-highway and industrial equipment,
refrigeration systems, and fuel cells.  The company employs
approximately 7,900 people at 33 facilities worldwide in 15
countries.

On February 17, 2009, Modine Manufacturing entered into amendments
to its Credit Agreement with JPMorgan Chase Bank, N.A., and Note
Purchase Agreement related to its $50,000,000 of 5.68% Senior
Notes, Series A due December 7, 2017, and $25,000,000 5.68% Senior
Notes, Series B due December 7, 2018; and Note Purchase Agreement
related to its $75,000,000 of 4.91% Senior Notes due September 29,
2015.  The Company entered into the Amendments to waive certain
events of default existing under the Credit Agreement, the 2006
Note Purchase Agreement and the 2005 Note Purchase Agreement at
December 31, 2008, and amend other provisions of the Credit
Agreement, the 2006 Note Purchase Agreement and the 2005 Note
Purchase Agreement.

As of March 31, 2009, the Company had $852,132,000 in total assets
and $608,295,000 in total liabilities.


MPI EAGLES: Wants Berger Singerman as General Bankruptcy Counsel
----------------------------------------------------------------
MPI Eagles, LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Atlanta for permission to
employ Brian K. Gart and Berger Singerman, P.A. as general
counsel.

Berger Singerman will, among other things:

   a) advise the Debtors with respect to their responsibilities
      in complying with the U.S. Trustee's guidelines and
      reporting requirements and with the rules of the Court;

   b) prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      administration of the Chapter 11 cases; and

   c) protect the interest of the Debtors in all matters pending
      before the Court.

Pre-bankruptcy, Berger Singerman received a $125,000 retainer.  On
May 29, 2009, the firm received an additional $29,805 for payment
of prepetition fees and costs incurred.

Mr. Gart tells the Court that his hourly rate is $525.  The hourly
rates of the firm's personnel working in the Chapter 11 cases are:

     Attorneys                          $235 - $535
     Associates                         $235 - $400
     Legal Assistants and Paralegals     $75 - $185

Mr. Gart assures the Court that Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Gart can be reached at:

     Berger Singerman, P.A.
     350 East Las Olas Boulevard, 10th Floor
     Ft. Lauderdale, FL 33301
     Tel: (954) 525-9900
     Fax: (954) 523-2872

                          About MPI Eagles

Atlanta, Georgia-based MPI Eagles, LLC and its affiliates filed
for Chapter 11 on May 30, 2009, (Bankr. N.D. Ga. Lead Case No. 09-
73804).  Jimmy C. Luke, Esq. at Foltz Martin, LLC, represents the
Debtors in their restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


MPI EAGLES: Proposes to Hire Foltz Martin as Bankruptcy Counsel
---------------------------------------------------------------
MPI Eagles, LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Atlanta for permission to
employ Foltz Martin, LLC as co-counsel.

Foltz Martin will represent the Debtor in all facets of the
Chapter 11 case.

The lawyers of Foltz Martin with primary responsibility in the
Chapter 11 cases are J. Marshal Martin and Jimmy C. Luke, II.

Foltz Martin received a $25,000 retainer.

Mr. Luke assures the Court that Foltz Martin is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Luke can be reached at:

     Foltz Martin, LLC
     5 Piedmont Center, Suite 750
     Atlanta, GA 30305-1541
     Tel: (404) 231-9397
     Fax: (404) 237-1659

                       About MPI Eagles LLC

Atlanta, Georgia-based MPI Eagles, LLC and its affiliates filed
for Chapter 11 on May 30, 2009 (Bankr. N.D. Ga. Lead Case No. 09-
73804).  Jimmy C. Luke, Esq. at Foltz Martin, LLC, represents the
Debtors in their restructuring efforts.  The Debtor listed
$10 million to $50 million in assets and $50 million to
$100 million in debts.


NAPLES GOLF: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Naples Golf Development, LLC
           dba The Links of Naples
           dba The Links of Naples Golf Club
           dba Naples Executive Golf Club
           dba The Links
           dba Naples Links
        22 Sunningdale Dr
        Grosse Pointe, MI 48236

Bankruptcy Case No.: 09-13692

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2656 West Lake Road
                  Palm Harbor, FL 34684
                  Tel: (727) 797-7799
                  Fax: (727) 230-9518
                  Email: jstreuhaft@yahoo.com

Total Assets: $6,836,022

Total Debts: $4,126,069

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

          http://bankrupt.com/misc/flmb09-13692.pdf

The petition was signed by Wayne T. Wallrich, manager of the
Company.


NEWARK GROUP: Wachovia, ABL Lenders Extend Forbearance to July 31
-----------------------------------------------------------------
The Newark Group, Inc., Wachovia Bank, National Association, and
the requisite lenders under its asset-based senior secured
revolving credit facility completed on February 20, 2009, the
execution and delivery of a Forbearance Agreement pursuant to
which, among other things, the ABL Lenders agreed to forbear from
exercising certain rights as a result of the occurrence of certain
events of default under the Company's asset-based senior secured
revolving credit facility.  The Forbearance Agreement was amended
once to extend the forbearance expiration period to May 31, 2009.

On June 25, 2009, the Company and the requisite ABL Lenders again
entered into an extension of that Forbearance Agreement, effective
as of May 29, 2009, to further extend the forbearance expiration
period to July 31, 2009, subject to there being no further
defaults.  The extended forbearance period is designed to give the
Company additional time to negotiate changes to its loan
facilities and capital structure with the ABL Lenders, the lenders
under the Company's credit-linked loan facility, and the holders
of the Company's 9-3/4% Senior Subordinated Notes due 2014 issued
pursuant to an Indenture dated as of March 12, 2004.  Neither the
ABL Lenders nor the lenders under the CL Facility nor the holders
of the Notes have taken any action to accelerate the obligations
due under their credit agreements.

                        About Newark Group

The Newark Group, Inc. -- http://www.newarkgroup.com/-- is an
integrated producer of 100% recycled paperboard and paperboard
products. The Company primarily manufactures core board, folding
carton (predominantly uncoated) and industrial converting grades
of paperboard. It is a major North American producer of tubes,
cores and allied products, and is a producer of laminated products
and graphic board in both North America and Europe.  It also
collects, trade and process recovered paper in North America. The
Newark Group, Inc. supplies its products to the paper, packaging,
stationery, book printing, construction, plastic film, furniture
and game industries. The Company operates in three reportable
segments: Paperboard, Converted Products, and International and
its products are categorized into five product lines: recovered
paper; 100% recycled paperboard; laminated products and
graphicboard; tubes, cores and allied products, and solidboard
packaging.

In May 2009, Moody's Investors Service downgraded the Corporate
Family Rating of The Newark Group Inc. to Ca from Caa3 and changed
the Probability of Default Rating to Ca/LD from Caa3.
Concurrently, the rating on the senior secured credit-linked
facility was lowered to Caa2 from Caa1 and the rating on the
senior subordinated notes was lowered to C from Ca.  Moody's
affirmed the SGL-4 Speculative Grade Liquidity rating.  The
ratings outlook remains negative.

The Company has yet to file its quarterly report for the period
ended January 31, 2009.  As of October 31, 2008, the Company had
$554,960,000 in total assets and $ 463,334,000 in total
liabilities.


NORTH CREEK INVESTORS: Case Summary & 15 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: North Creek Investors, LLC
        10800 E Bethany Drive, Suite 525
        Aurora, CO 80014

Bankruptcy Case No.: 09-22641

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Duncan E. Barber, Esq.
                  4582 S. Ulster St. Pkwy., Suite 1650
                  Denver, CO 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711
                  Email: dbarber@bsblawyers.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/cob09-22641.pdf

The petition was signed by James Harmon, managing member of the
Company.


NOVASTAR FINANCIAL: Has Tentative Deal on HQ Lease Dispute
----------------------------------------------------------
At the Annual Meeting of Shareholders of NovaStar Financial, Inc.,
on June 25, 2009, Lance Anderson, the Company's chairman and chief
executive officer, disclosed that the Company had reached a
tentative settlement in the dispute regarding the lease on its
former corporate headquarters in Kansas City, Missouri.  The
Company will disclose the details of the settlement once it is
final.

On October 21, 2008, EHD Holdings, LLC, the purported owner of the
building which leases the Company its former principal office
space in Kansas City, filed an action for unpaid rent in the
Circuit Court of Jackson County, Missouri.  On April 24, 2009, EHD
Holdings filed a motion for summary judgment seeking approximately
$3.3 million, in past due rent and charges, included in the
Accounts payable and other liabilities line item of the balance
sheet, plus accruing rent and charges for future periods, plus
attorney fees.

NovaStar Financial, Inc., originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  NovaStar retained, through
its mortgage securities investment portfolio, significant
interests in the nonconforming loans it originated and purchased,
and through its servicing platform, serviced all of the loans in
which it retained interests.  During 2007 and early 2008, it
discontinued mortgage lending operations and sold mortgage
servicing rights which subsequently resulted in the closure of its
servicing operations.

Deloitte and Touche LLP, in Kansas City, Missouri, in its May 26,
2009 report, raised substantial doubt about the Company's ability
to continue as a going concern.  The auditor cited the Company's
recurring losses, negative cash flows, shareholders' deficit and
the lack of significant operations.

At December 31, 2008, NovaStar had $1,978,464,000 in total assets
and $2,855,237,000 in total liabilities, resulting in $876,773,000
in stockholders' deficit.


NUKOTE INTERNATIONAL: U.S. Trustee Picks 9-Member Creditors Panel
-----------------------------------------------------------------
Richard F. Clippard, U.S. Trustee for Region 8, appointed nine
creditors to serve on the official committee of unsecured
creditors in Nukote International, Inc., and its debtor-
affiliates' Chapter 11 cases:

The Committee members are:

1. Future Graphics, LLC
   Attn: Robert Goldstein
         Lionel Brown
   1175 Aviation Pl.
   San Francisco, CA 91340
   Tel: (818) 837-8100
   Fax: (818) 838-7050

2. Innotex Precision Ltd.
   Attn: WooJin Kim
   Unit 6, 10F, Block A
   Industrial Centre
   18 Ka Yip Street
   Chai Wan, Hong Kong 070
   Tel: (562) 547-9189
   Fax: (852) 281-59788

3. International Cargo Express (USA) Inc.
   Attn: Robert Wong
   Suite 255, Bldg. 9
   JFK International Airport
   Jamaica, NY 11430
   Tel: (718) 995-9099
   Fax: (718) 995-5550

4. Mallory Alexander International Logistics
   Attn: Mary Katheryn Flippo
   4294 Swinnea Rd..
   Memphis, TN 38118
   Tel: (901) 370-4215
   Fax: (901) 370-4301

5. Nippon Carbide Industries, Inc.
   Benjamin Steves
   1250 Perimeter Rd.
   Greenville, SC 29605
   Tel: (864) 277-7717
   Fax: (864) 277-8151

6. Roe Enterprises, Inc.
   dba Express Employment Professionals, Inc.
   3326 Aspen Grove Dr., Suite 110
   Franklin, TN 37067
   Tel: (615) 771-2445
   Fax: (615) 587-0544

7. Sunrise Distribution, USA
   Attn: Roy Kim
   28875 Industry Dr.
   Valencia, CA 91355
   Tel: (661) 294-1378
   Fax: (661) 294-1380

8. Imex America Corp.
   Attn: William Gander
   3560 Fairview industrial Drive SE
   Salem, OR 97302
   Tel: (503) 375-4703
   Fax: (503) 391-1505

9. Static Control Components
   Attn: William London
   3010 Lee Avenue
   P.O. Box 152
   Sanford, NC 27331
   Tel: (919) 774-3808
   Fax: (919) 776-2333

The chairperson is WooJin Kim.

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 Nukote International

Headquartered in Franklin, Tennessee, Nukote International, Inc. -
- http://www.nukote.com/-- makes ink and toner cartridges for
laser and ink-jet printers, copiers, and fax machines.

The Company and its affiliates filed for Chapter 11 on June 3,
2009 (Bankr. M. D. Tenn. Lead Case No. 09-06240).  Barbara Dale
Holmes, Esq., at Harwell Howard Hyne Gabbert & Manner, P., and
Frank J. Wright, Esq., at Wright Ginsberg Brusilow PC, represent
the Debtors in their restructuring efforts.  The Debtors have
assets and debts both ranging from $10 million to $50 million.


NUKOTE INTERNATIONAL: Proposes to Hire H3GM as Bankruptcy Counsel
-----------------------------------------------------------------
Nukote International, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Tennessee for
permission to employ Harwell Howard Hyne Gabbert & Manner P.C. as
counsel.

H3GM will, among other things:

   -- provide the Debtors legal advice with respect to powers and
      duties in the management of their property and operation of
      their business;

   -- prepare on behalf of the Debtors necessary applications,
      complaints, answers, motions, orders, reports, plans,
      disclosure statements, and other documents; and

   -- represent the Debtors at hearings, proceedings, meetings,
      etc. in the Court and before other tribunals and
      administrative agencies.

The hourly rates of H3GM's personnel are:

     Principals                $275 - $500
     Senior Associates         $210 - $250
     Junior Associates         $170 - $210
     Paralegals                $140 - $165

Craig V. Gabbert, a shareholder at H3GM, tells the Court that H3GM
received $9,905 as payment for services and expenses in connection
with and preparation for the Bankruptcy filing.

Mr. Gabbert assures the Court that H3GM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Gabbert can be reached at:

     Harwell Howard Hyne Gabbert & Manner P.C.
     315 Deaderick Street, Suite 1800
     Nashville, TN 37238-1800
     Tel: (615) 256-0500
     Fax: (615) 251-1058

                    About Nukote International

Headquartered in Franklin, Tennessee, Nukote International, Inc. -
- http://www.nukote.com/-- makes ink and toner cartridges for
laser and ink-jet printers, copiers, and fax machines.

The Company and its affiliates filed for Chapter 11 on June 3,
2009 (Bankr. M. D. Tenn. Lead Case No. 09-06240).  Barbara Dale
Holmes, Esq. at Harwell Howard Hyne Gabbert & Manner, P.C. and
Frank J. Wright, Esq., at Wright Ginsberg Brusilow P.C., represent
the Debtors in their restructuring efforts.  At the time of the
filing, Nekota said it had assets and debts of $10 million to
$50 million.


O'CHARLEY'S INC: S&P Changes Outlook to Stable; Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
outlook on the Nashville-based O'Charley's Inc. to stable from
negative.  The 'B+' corporate credit and other ratings are
affirmed.

"The outlook revision comes after operating performance stabilized
and credit metrics improved in the first quarter," said Standard &
Poor's credit analyst Charles Pinson-Rose.  S&P also expects that
O'Charley's operating performance will somewhat stabile, despite
likely sales declines, and that it can maintain credit ratios
appropriate for the rating category.  Furthermore, the company's
free cash flow generation in the near term will strengthen its
financial flexibility.

The rating on O'Charley's reflects its participation in the highly
competitive casual dining restaurant that has been vulnerable to
declines in consumer spending and its aggressively leveraged
capital structure.

During the first quarter, O'Charley's effectively managed costs
and improved gross margin by 70 basis points, and it also cut
administrative and advertising spending, which decline 40 bps as
percentage of sales.  Thus, overall profitability improved,
despite a revenue decline of 2% in the quarter and weak same-store
sales, which were down at all of three of the company's concepts:
down by 2.9% at O'Charley's, down by 4.5% at Ninety Nine, and down
by 17.2% at Stoney River Legendary Steaks.  S&P expects similar
trends for the balance of the year as sales will be pressured by
weak consumer spending and competition.  However, S&P believes
operating margins will improve and that overall profits will be
flat or improve modestly.  If sales are weaker than expected,
operating performance and credit ratios could worsen, but S&P
still expect the ratios to be adequate for the rating category.


OFFUTT AFB: Moody's Downgrades Ratings on Revenue Bonds to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa2 the
rating on Offutt AFB America First Communities, LLC Military
Taxable Housing Revenue Bonds Series 2005 Class I bonds; and
downgraded the rating on Series 2005 Class II bonds to B1 from
Ba3.  The downgrade is reflective of a debt service reserve surety
policy provided by Syncora Holdings Ltd. (formerly XL Capital
Assurance), which has been downgraded to Ca with a developing
outlook, which does not support the previously assigned Baa2
rating on Class I and when combined with recent project
performance does not support the Ba3 previously assigned to Class
II.

Interest Rate Derivatives: None

                            Strengths

  -- Weighted average Basic Allowance for Housing increased by an
     annual average of 3.9% for the years 2006, 2007, 2008 and
     2009 which is above the 2% assumed in the underwriting pro
     forma.

  -- The project is on track to meet the original construction
     budget.

  -- Construction is approximately 2 years ahead of schedule.

                           Challenges

  -- The debt service reserves are surety polices provided by
     Syncora Holdings Ltd. (formerly XL Capital Assurance) which
     is rated Ca with a developing outlook, as of the release of
     this opinion.

  -- Occupancy is below the underwritten forecast, which is having
     an impact on financial performance.

  -- New units are coming online substantially faster than they
     are being absorbed.

                       Recent Developments

The properties are currently in the fourth year of an eight-year
Initial Development Period.  As of April 30, 2008, construction is
ahead of schedule with 432 units rehabbed, compared to 386
projected in the original construction schedule.  There have been
528 new units constructed, compared with 324 forecasted in the
original construction schedule.  America First expects
construction will be complete by fall of 2010, rather than the
original projected completion date of March, 2013.

Occupancy continues to be lower than originally forecasted.  The
original pro forma called for a monthly average of 1,427 units
occupied in 2008, while the actual average was 1,323.  On April
30, there were 1,403 units occupied, while the original pro forma
projected 1,461.  Approximately 30 new units are coming online
each month but the total number of units occupied is only
increasing by 10 units each month.

Weighted average BAH growth based on end-state unit rank mix has
been strong at 3.9%.  This has been offset by weaker than expected
occupancy.  Net operating income in 2008 was approximately $1.4
million below the pro forma, or 15.4% below forecast.  Debt
service coverage derived from 2008 audited financial statements,
when including capitalized interest and interest income, is 1.50x
for Class I and 1.21 Class II.  However, capitalized interest will
be exhausted and almost all of interest earnings are derived from
the construction account which will also be exhausted from
construction expenses.  Debt service coverage when capitalized
interest and interest earnings are removed is significantly
reduced to 1.09x Class I and 0.87x Class II.  This underscores the
significance of underperforming occupancy and how essential
increasing units occupied is to the project's long term financial
health.  In its rating assignment, Moody's considered the
underperforming NOI in the context of the rate of recent occupancy
increases and debt service reserve funds supported by surety
polices from a Ca rated provider.

                             Outlook

The rating is developing due to the rating on XL Capital, the
surety provider for debt service reserves, being under review for
potential upgrade.

                 What Could Change The Rating Up

  -- A substantial increase in debt service coverage levels

  -- Substantial BAH and occupancy increases

  -- Replacement of the debt service reserve with cash or an
     appropriate rated surety provider

                What Could Change The Rating Down

  -- BAH levels decreasing or a long period of no growth
  -- Declines in debt service coverage levels
  -- Downsizing or closure of military facilities
  -- Substantial or prolonged declines in occupancy
  -- Substantial construction delays

The last rating action was on August 18, 2008 when the Class I
bonds were downgraded to Baa2 and the Class II bonds were
downgraded to Ba3.


OPTI CANADA: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit, 'B+' secured revolving credit facility, and 'B'
senior secured debt ratings on Calgary, Alberta-based OPTI Canada
Inc. on CreditWatch with negative implications.  This follows a
review of OPTI's liquidity situation and S&P's concerns regarding
its ability to fund its share of Long Lake project costs for the
balance of the year and meet its covenants on its revolving credit
facility.

The recovery ratings of '1' on the secured revolver and '2' on the
senior secured debt are unchanged.

"The CreditWatch placement reflects S&P's concern regarding OPTI's
current liquidity situation and the slower-than-expected ramp-up
of production from the Long Lake project," said Standard & Poor's
credit analyst Jamie Koutsoukis.

"Furthermore, S&P believes there is a significant risk that the
company will be unable to comply with its senior secured debt-to-
EBITDA covenant in the third quarter of 2009, as cash flow
generation from the Long Lake project might be insufficient to
generate the required EBITDA," Ms. Koutsoukis added.

As of June 22, 2009, OPTI had C$332 million in cash and
C$28 million available on its revolving credit facility.  The
company has announced that it estimates it will need C$50 million
for capital expenditures and C$40 million for working capital
until the end of 2009, in addition to its C$80 million in required
interest payments.  However, bitumen production at Long Lake is
now about 18,000 barrels per day, which is below expected levels
because of limitations around steam generation capacity (which
have now been addressed), and S&P don't expect OPTI to generate
enough EBITDA from anticipated production levels in the third
quarter when its senior secured debt-to-EBITDA covenant will first
be tested.  As a result, S&P believes the company needs to either
complete its proposed equity issuance (which was not approved by
the Toronto Stock Exchange on June 25, 2009), or negotiate
covenant relief.

Standard & Poor's expects to resolve the CreditWatch placement
once S&P has further clarity regarding OPTI's near-term liquidity
position, ability to comply with its covenants, and expected
production levels from the Long Lake project.  This requires the
receipt of average second-quarter bitumen production results at
Long Lake and further confidence regarding the ramp-up of
production and when design capacity will be achieved; increased
clarity concerning OPTI's ability to comply with its senior
secured debt-to-EBITDA covenant on its revolving credit facility
or agreement by its lenders for covenant relief or deferral; and
resolution regarding the proposed equity issuance.


OTTER TAIL: S&P Assigns 'BB+' Rating on $50 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on Otter Tail.  At the same time, S&P assigned a
'BBB-' corporate credit rating to utility division OTP, which will
become a subsidiary.  In addition, Standard & Poor's assigned a
'BB+' rating to Otter Tail's $50 million senior unsecured notes
due 2017.  The senior unsecured debt ratings are notched below the
corporate credit rating, reflecting structural subordination due
to the significant amount of debt at the utility subsidiary.  The
outlooks are stable.  The rating action reflects the expected
reorganization of the business structure of Otter Tail, which is
becoming a utility holding company.  OTP will be an operating
subsidiary.  In S&P's view the new business structure does not
have an adverse effect on the consolidated credit profile of Otter
Tail.

The stable outlook on Otter Tail reflects expectations that the
company's regulated utility operations will continue to account
for a material portion of the company's consolidated cash flows.
The growth of the competitive businesses may further increase the
cyclicality of Otter Tail's financial performance, which could
pressure ratings.  S&P could revise the outlook to negative if
financial performance of the regulated unit wanes or expected cash
flow from unregulated businesses is slow to materialize.  An
outlook revision to positive is unlikely given Otter Tail's high
concentration of riskier businesses and the expected financial
performance of the company.


PACIFIC CENTREX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacific Centrex Services Inc.
           dba PCS1, Inc
           fka Pacific Centrex Services LLC
        6855 Tujunga Ave
        North Hollywood, CA 91605

Bankruptcy Case No.: 09-17942

Chapter 11 Petition Date: June 26, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

Total Assets: $5,460,000

Total Debts: $11,769,000

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/cacb09-17942.pdf

The petition was signed by Devin Semler, chief executive officer
of the Company.


PAUL CANOVALI: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Paul Robert Canovali, Jr.
               Brandi M. Canovali
                  aka Brandi Fishel
               4909 Wynneford Way
               Raleigh, NC 27614

Bankruptcy Case No.: 09-05342

Chapter 11 Petition Date: June 26, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: J.M. Cook, Esq.
                  Attorney at Law
                  PO Box 2241
                  Raleigh, NC 27602
                  Tel: (919) 424-6342
                  Email: JM_Cook@jmcookesq.com

Total Assets: $2,220,903

Total Debts: $2,458,303

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/nceb09-05342.pdf

The petition was signed by the Joint Debtors.


PATIENT SAFETY: Appoints McFarland and Chase as Directors
---------------------------------------------------------
The Board of Directors of Patient Safety Technologies, Inc., on
June 22, 2009, appointed Loren L. McFarland and Howard E. Chase as
directors to fill the vacancies created with the departure of
David M. Augustine and David I. Bruce.  Messrs. McFarland and
Chase will serve until their successors are duly elected or
appointed and qualified.

Mr. McFarland has been appointed to the audit committee and the
compensation committee.  Mr. McFarland will serve as the Chair of
the audit committee.  Mr. Chase has been appointed to the audit
committee, the nominating committee and the compensation
committee.  Mr. Chase will serve as the Chair of the nominating
committee and the compensation committee.

Mr. McFarland and Mr. Chase were each granted a non-statutory
option to purchase up to 200,000 shares of the Company's common
stock, at an exercise price equal to the fair market value of the
common stock on the date of grant.  The options are immediately
exercisable as to all shares and have a term of 10 years from the
date of grant.

Patient Safety Technologies, Inc.'s operations are conducted
through its wholly owned operating subsidiary, SurgiCount Medical,
Inc.  The Company's operating focus is the development, marketing
and sales of products and services focused in the medical patient
safety markets.

At March 31, 2009, the Company had $8,030,000 in total assets,
$12,704,000 in total liabilities and $4,674,000 in stockholders'
deficit.  At March 31, 2009, the Company has an accumulated
deficit of $45,237,000 and a working capital deficit of
approximately $8.9 million, of which $6.2 million represents the
estimated fair value of warrant derivative liabilities.  For the
three months ended March 31, 2009, the Company incurred a loss of
approximately $3.5 million and used approximately $1.3 million in
cash to fund it operating activities.

The Company has said existing cash resources, combined with
projected cash flow from operations, will not be sufficient to
fund working capital requirement for the next 12 months, and that
to continue to operate as a going concern it will be necessary to
raise additional capital.


PENINSULA CLEAR: Taps Barron Newburger as General Bankr. Counsel
----------------------------------------------------------------
Peninsula Clear Lake Texas, L.P., asks the U.S. Bankruptcy Court
for the Southern District of Texas for permission to employ
Barron, Newburger, & Sinsley, PLLC, as general counsel.

BNS will, among other things:

   i) advise the Debtor of its rights, powers, and duties as a
      debtor-in-possession continuing to manage its assets;

  ii) review the nature and validity of claims asserted against
      the property of the Debtor and advise the Debtor concerning
      the enforceability of the claims; and

iii) prepare on behalf of the Debtor, all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents and review all
      financial and other reports to be filed in the Chapter 11
      case.

The hourly rates of BNS' personnel are:

     Erin E. Jones          $300
     Stephen Sather         $375
     Barbara Barron         $375

Mr. Jones assures the Court that BNS is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Jones can be reached at:

     Barron, Newburger, & Sinsley, PLLC
     5718 Westheimer, Suite 1750
     Houston, Texas 77057
     Tel: (713) 335-0141
     Fax: (713) 335-0150

                 About Peninsula Clear Lake Texas

Houston, Texas-based Peninsula Clear Lake Texas, L.P., operates a
single asset real estate.  The Company filed for Chapter 11 on
June 1, 2009 (Bankr. S.D. Tex. Case No. 09-33906).  The Debtor
listed $10 million to $50 million in assets and $1 million to $10
million in debts.


PERRIS GARDEN: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Perris Garden, LLC
        959 South Coast Drive, Suite 450
        Costa Mesa, CA 92626

Bankruptcy Case No.: 09-16340

Chapter 11 Petition Date: June 26, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Steven T. Gubner, Esq.
                  sgubner@ebg-law.com
                  Ezra Brutzkus & Gubner LLP
                  21650 Oxnard St., Suite 500
                  Woodland Hills, CA 91436
                  Tel: (818) 827-9000
                  Fax: (818) 827-9099

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Eastern Municipal Water                          $300,000
District
PO Box 8300
2270 Trumble Road
Costa Mesa, CA 92626-1993

Affinity Bank                                    unknown
c/o Sheppard, Mulin, Richter & Hampton
Costa Mesa, CA 92626-1993

Summerland Partners Inc.                         unknown
8383 Wilshire Blvd., Suite 520
Beverly Hills, CA 90211

The petition was signed by Richard Paek.


PETER LONTAI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Peter Lontai
               Lisa Lontai
               2A Geiger Lane
               Warren, NJ 07059

Bankruptcy Case No.: 09-26379

Chapter 11 Petition Date: June 25, 2009

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

Judge: Kathryn C. Ferguson

Debtors' Counsel: Santo J. Bonanno, Esq.
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-9060
                  Email: santobonanno@optonline.net q.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


PHOENIX ASSOCIATES: 'Attacks' from Shareholders Forced Bankruptcy
-----------------------------------------------------------------
Phoenix Associates Land Syndicate filed a petition for relief
under Chapter 11 of the U. S. Bankruptcy Code on June 10, 2009, in
the Eastern District of Louisiana (Bankr. E.D. La. Case No. 09-
11743).

The Company believes it can successfully emerge from Chapter 11
reorganization in due course since its assets significantly exceed
its liabilities.

Phoenix management believes the Company has approximately $16
million to $18 million in debts and assets, consisting primarily
of the damage claim against the First National Bank of Picayune
for illegally seizing the Company's only operating dredge and
shaker plant in January 2004, thereby resulting in the termination
of the Sand and Gravel Lease and depriving Phoenix of its income
from that source, which should realize more than enough to pay all
creditors in full.  The numbers will almost certainly be adjusted
by the company's attorney in the Chapter 11 proceeding.  As of
this date the only person still with Phoenix is Paul Alonzo,
President of the company.  There are no other employees.

Mr. Alonzo stated, "The impetus behind the decision to file for
protection under Chapter 11 is that Phoenix has been under
relentless attack during the past eighteen to twenty-four months
by shareholders, non-shareholders, former employees and former
business relationships which resulted in the destruction of
Phoenix's business plan.  No company that I am aware of could have
survived this type of attack. I estimate that in the next two to
three years that most if not all of these matters will have been
addressed, litigated if necessary, and resolved."

Mr. Alonzo stated further, "I fully expect that Phoenix and its
stockholders will survive in some form or another. This will not
be a short term solution.  In the end it is the only way to return
Phoenix to a viable operating entity and restore value to the
stockholders."

Phoenix Associates Land Syndicate (PINKSHEETS: PBLS) is a
diversified public holding company based in Madisonville,
Louisiana.  Founded in 1978, the Company focuses principally on
the acquisition and development of companies in the aviation,
construction, mining and oil & gas industries.  The holding
company is comprised of six operating divisions namely, aviation,
mining, construction, trucking, oil & gas and brokerage and has 14
locations throughout the United States.


PHOENIX COS: S&P Assigns 'B+' Senior Unsecured Debt Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' senior unsecured debt rating on Phoenix Cos.
Inc.'s new shelf registration.  The other ratings on PNX are
unaffected.  The outlook remains negative.

The negative outlook primarily reflects the risks inherent in
managing the competing tasks that Phoenix faces, which are
rebuilding statutory capital to levels commensurate with the
rating and providing cash to the holding company to cover its
obligations.  An additional risk is the execution of a new
strategic direction for Phoenix of offering private labeling
services for other insurance companies.  If the company is unable
to improve its quarterly trend in profitability, resolve the
capital deficiency, or make meaningful progress in its new
strategic direction, S&P could lower the ratings, most likely by
one notch.  In addition, if surrender activity increases to a
level that exceeds the current cash and short-term assets at PLIC,
S&P could lower the ratings, most likely by one notch.
Alternatively, if the company can resolve the capital deficiency
without hurting longer-term statutory earnings as well as sustain
earnings improvements over the next 12-24 months, S&P could revise
the outlook to stable.

                          Ratings List

                        Phoenix Cos. Inc.

     Counterparty Credit Rating                 B+/Negative/--

                           New Rating

           Phoenix Cos. Inc.'s universal shelf
           Preliminary senior unsecured debt rating   B+


PPA HOLDINGS: Files for Chapter 11 in Santa Ana
-----------------------------------------------
PPA Holdings LLC, along with 21 affiliates, filed a Chapter 11
petition on June 26 before the U.S. Bankruptcy Court for the
Central District of California, in Santa Ana (Case No. 09-16353).

PPA's court filing said it was being foreclosed by its three
secured lenders and that the company didn't make interest payments
in May to the 37 investor funds that helped finance the projects.

Irvine, California based PPA Holdings and its affiliates buy and
rehabilitate run-down apartment projects in California and
Arizona, intending to make a profit by refinancing or selling.
The closely held companies own 49 properties with 2,400 units.
PPA also has three office buildings.  PPA's petition says debt
exceeds $50 million.


PRIMEDIA INC: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Norcross, Georgia-based PRIMEDIA Inc. to 'B+'
from 'BB-', reflecting S&P's expectation of continued operating
weakness at the new homes and distribution segments in 2009, which
is more than offsetting relatively flat performance at the
apartment segment.  The outlook is stable.

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

"We expect that continued weak operating performance at the new
homes and distribution segment in 2009, in conjunction with
relatively flat performance at the apartment segment and high
restructuring costs, will lead to significant increases in debt
leverage ratios over the intermediate term," said Standard &
Poor's credit analyst Michael Altberg.

Norcross, Georgia-based Primedia had a $388,000 net profit in the
first quarter on revenue of $68.5 million. In the same quarter a
year earlier, revenue was $77.5 million. For 2008, net income was
$1.35 million on net revenue of $304 million.


PROPROPERTIES GP: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ProProperties, G.P.
        P.O. Box 3450
        Chattanooga, TN 37402

Bankruptcy Case No.: 09-13949

Chapter 11 Petition Date: June 26, 2009

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

Debtor's Counsel: Cara J. Alday, Esq.
                  Patrick, Beard, Schulman & Jacoway
                  Suite 202, Market Court
                  537 Market Street
                  Chattanooga, TN 37402
                  Tel: (423) 756-7117
                  Email: calday@pbsjlaw.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/tneb09-13949.pdf

The petition was signed by Harry Phillips III, general partner of
the Company.


PPA HOLDINGS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PPA Holdings LLC
        2600 Michelson Drive, Suite 920
        Irvine, CA 92612

Bankruptcy Case No.: 09-16353

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
2130 Group Partnership LLC                         09-16355
Pacific Property Assets LLC                        09-16358
PPA Riverside Apartments LLC                       09-16361
Pacific Property Assets II LLC                     09-16363
Bell Cove LLC                                      09-16367
Country Club Greens LLC                            09-16369
Sycamore Shadows LLC                               09-16371
PPA Arizona I, LLC                                 09-16372
PPA Arizona II LLC                                 09-16378
PPA Vista Village LLC                              09-16380
Sundancer Apartments LLC                           09-16383
PPA Towne Center LLC                               09-16385
Dobson Springs LLC                                 09-16386
Villa Rose Avenue Condominiums LLC                 09-16388
Harbor View Condominiums LLC                       09-16390
PPA Opportunity Fund, LLC                          09-16393
PPA Equities LLC                                   09-16395
PPA Desert View LLC                                09-16396
Villa Las Brisas Condominiums LLC                  09-16399
Ridgemont Condominiums LLC                         09-16402
AAA Investment Properties LLC                      09-16404

Type of Business: PPA Holdings is in the real property investment
                  business.

Chapter 11 Petition Date: June 26, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtors' Counsel: Todd C. Ringstad, Esq.
                  becky@ringstadlaw.com
                  Ringstand & Sanders LLP
                  2030 Main St. #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
La Jolla Bank                  deed of trust     $ 3,987,928
390 W. Valley Parkway
Escondido, CA 920025-263
Tel: (760) 432-0900

FISERV, ISS and CO FBO Alivis  loan              $657,969
120 Chrisman Avenue
Ventura, CA 93001
Tel: (805) 643-2052

Rose E. Miller                 loan              $405,509
32482 Lookout Court
San Juan Capistr, CA 92675
Tel: (949) 388-4409

Neeta Rajkanan - NK Enterprise                   $323,707

Thomas ALbert M1ller            loan             $294,748

Charlotte Small - Small Family  loan             $257,550

Curtis Clemensen                loan             $218,184

The Home Depot Credit Services  trade debt       $179,963

Heritage Interiors              trade debt       $161,557

The HD Supply                   trade debt       $159,312

Betty M. Kirk                   loan             $151,625

Andre Y. Ting                   loan             $151,500

Nicholas R. Clarke                               $151,250

Richard Ungar                                    $144,526

Donal Dreifus                   loan             $144,256

Raul J. Medrano                 loan             $133,141

S.W. or R.K. Durham             membership       $131,408

The petition was signed by Michael J. Stewart.


PROSPECT HOMES: Wants to Obtain DIP Financing from Joseph R. Audi
-----------------------------------------------------------------
Prospect Homes of Richmond, Inc., asks the U.S. Bankruptcy for the
Eastern District of Virginia for authorization to:

   -- enter into postpetition financing consisting of (i)
      promissory note from Joseph R. Audi, president of Prospect
      Homes of Richmond, Inc., in the principal sum of $50,000;
      and (ii) promissory note from J. R. Audi LLC in the
      principal sum of $1,500,000; and

   -- grant adequate protection to secured lenders.

                 Salient terms of the DIP Financing

Debtor Borrower:        Prospect Homes of Richmond, Inc.

Commitment:             (1) $50,000 Promissory Note
                        (2) $1,500,000 Promissory Note

Interest Rate:          6.5% per annum on an actual/360 day basis

Term:                   3 years

Priority and Liens:     First priority lien on the Debtor's
                        security deposit for lot purchases at West
                        Broad Village and any proceeds related
                        thereto.  First priority lien on
                        intangibles of Debtor and Debtor's LLC
                        membership interest in Tinsley Charter
                        LLC.

                        In addition, the DIP Financing will be
                        secured by a superpriority administrative
                        expense claim.

Repayment Terms:        Interest due annually on the anniversary
                        date of the Notes.

                        Principal due in full at maturity.

Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/
-- is a home builder.  Prospect Homes filed for Chapter 11 on
June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528).  Judge Douglas
O. Tice, Jr., handles the case.  At the time of its Chapter 11
filing, the Debtor disclosed assets and debts of $50,000,001 to
$100,000,000.


PROSPECT HOMES: Has Until July 2 to Files Schedules & Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
extended until July 2, 2009, Prospect Homes of Richmond, Inc.'s
time to file its schedules of assets and liabilities and statement
of financial affairs.

The extension is in the best interest of the estate, creditors and
parties-in-interest.

Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/
-- is a home builder.  Prospect Homes filed for Chapter 11 on
June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528).  Judge Douglas
O. Tice, Jr. handles the case.  At the time of its Chapter 11
filing, the Debtor disclosed assets and debts of $50,000,001 to
$100,000,000.


PSYSTAR CORP: Court Lifts Automatic Stay; Apple Lawsuit to Proceed
------------------------------------------------------------------
Jim Dalrymple at The Loop reports that the Hon. Robert A. Mark of
the U.S. Bankruptcy Court for the Southern District of Florida has
lifted an automatic stay of proceedings from Psystar Corp.'s
bankruptcy filing, allowing Apple Inc. to continue its copyright
infringement lawsuit against the Company.

As reported by the Troubled Company Reporter on June 17, 2009,
Apple Inc. sought approval from the Court to proceed with its case
against Psystar.  Apple filed a lawsuit against Psystar in the
U.S. District Court in San Jose before it filed for Chapter 11
bankruptcy protection.  Apple sued Psystar just three months after
the Company started selling its "Open Computer" with Max OS X in
April 2008.  Apple claims that Psystar has breached the software
license agreement protecting Apple's Leopard operating system and
that the Company's product was originally called the "OpenMac."

Apple must come back to the Court if it wants to collect any
monetary judgment issued in the copyright case, The Loop relates,
citing Judge Mark.

The companies are due to meet in court in November, The Loop
states.

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


RATHGIBSON INC: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on RathGibson Inc. to 'CC' from 'CCC+'.
S&P also lowered the issue-level ratings on the company's senior
unsecured debt and removed the ratings from CreditWatch with
negative implications.  The outlook is negative.

The ratings downgrade reflects RathGibson's constrained liquidity.
As of April 30, 2009, the company had about $2 million in cash and
$12 million available on its revolving credit facility.  A new
covenant that the company and its lenders recently agreed to
requires the company to have at least $14 million in availability
under its revolver during a period in July.  The company also
faces an $11 million interest payment on August 15.  It appears
RathGibson is likely to have trouble satisfying the availability
test and could experience difficulty in making its scheduled
interest payment.

"We could lower the ratings to 'D' if the company fails to meet
its financial obligations or completes an exchange offer," said
Standard & Poor's credit analyst Sarah Wyeth.

Bill Rochelle at Bloomberg notes that S&P's June 25 downgrade on
RathGibson to 'CC' matches the action taken two days earlier by
Moody's Investors Service.

RathGibson had $292 million revenue for a year ended in April.
RathGibson incurred a $7.5 million net loss in the first quarter
on revenue of $53.7 million. In the same quarter last year, sales
were $86.4 million.


RAYMOND PORTER: Insouth Bank Opposes Use of Cash Collateral
-----------------------------------------------------------
Raymond W. Porter seeks permission from the U.S. Bankruptcy Court
for the Western District of Tennessee, Western Division, to use
cash securing loans to Insouth Bank.

Insouth Bank holds valid perfected deeds of trust and assignments
of rents and leases on three apartment complexes owned by the
Debtor.  The principal balances of loans with Insouth are:

       Highland View Apartments        $739,042
       Spottswood Square Apartments    $510,830
       Spring Court Apartments         $622,582

Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC,
explains that the cash collateral will be used by the manager of
Debtor's residential real estate to pay expenses for the apartment
complexes in accordance with a budget.

As adequate protection, the Debtor proposes to provide Insouth
Bank replacement liens on any and all rents and leases generated
by the apartment complexes postpetition.  Insouth Bank will also
receive periodic payments of all rental income less the actual
expenses incurred in the management of the property beginning
July 15, 2009 and continuing on the 15th day of each month
thereafter.

Insouth filed an objection to the proposed cash collateral use,
asserting that the budget drastically underestimates the projected
rents to be derived from the apartment complexes and overestimates
maintenance and other expenses, and that the proposed adequate
protection is inadequate.

Mr. Porter filed for Chapter 11 after it failed to reach
settlement with Trust One Bank, which was seeking payment of $1.3
million for a guaranty to a loan which a Porter-Kerr Investments,
LLC, condominium project formed with Terry Kerr, defaulted.

                       About Raymond Porter

Raymond Porter owns and manages residential real estate in
Memphis, Tennessee.  His individually owned rental properties
consist of six multi-family apartment complexes, an office
building, a restaurant building and 10 single-family homes.  Mr.
Porter also owns 100% interests in Porter Properties, LLC, and
Pearl's Oyster House, Inc. Porter Properties, LLC, is a
residential real estate management firm that also holds title to
three apartment complexes.  Pearl's Oyster House, Inc. operates a
restaurant in downtown Memphis.

Mr. Porter filed for Chapter 11 on June 5, 2009 (Bankr. W. D.
Tenn. Case No. 09-26043).  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard, PLLC, represents the Debtor in his
restructuring efforts.  The Debtor listed assets of $10,352,500
and debts of $15,083,501.


RAYMOND PORTER: Everbank Allows Cash Collateral Use Until July 21
-----------------------------------------------------------------
Raymond W. Porter seeks permission from the U.S. Bankruptcy Court
for the Western District of Tennessee, Western Division, to use
cash securing loans to Everbank.

The Debtor acknowledges that Everbank holds valid perfected deeds
of trust and assignments of rents and leases on three apartment
complexes owned by the Debtor.  The principal balances of loans
with Everbank are:

       Doral Apartments              $1,715,807
       Macon Manor Apartments        $2,729,692
       South Pointe Townhomes        $2,416,809

Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC,
explains that the Debtor has an urgent need for cash to continue
to operate the apartment complexes.  The cash collateral will be
used by the manager of Debtor's residential real estate to pay
expenses for the apartment complexes in accordance with a budget.

As adequate protection, Everbank will receive replacement liens on
any and all rents and leases generated by the apartment complexes
postpetition.  Everbank will also receive periodic payments of all
rental income less the actual expenses incurred in the management
of the property beginning July 15, 2009 and continuing on the 15th
day of each month thereafter.

Everbank has signed a stipulation allowing the Debtor to use Cash
Collateral for the limited purpose of satisfying expenses listed
in the Budget incurred during the operation of the Debtor business
between June 9, 2009, and July 21, 2009.

Mr. Porter filed for Chapter 11 after it failed to reach
settlement with Trust One Bank, which was seeking payment of $1.3
million for a guaranty to a loan which a Porter-Kerr Investments,
LLC, condominium project formed with Terry Kerr, defaulted.

                       About Raymond Porter

Raymond Porter owns and manages residential real estate in
Memphis, Tennessee.  His individually owned rental properties
consist of six multi-family apartment complexes, an office
building, a restaurant building and 10 single-family homes.  Mr.
Porter also owns 100% interests in Porter Properties, LLC, and
Pearl's Oyster House, Inc. Porter Properties, LLC, is a
residential real estate management firm that also holds title to
three apartment complexes.  Pearl's Oyster House, Inc. operates a
restaurant in downtown Memphis.

Mr. Porter filed for Chapter 11 on June 5, 2009 (Bankr. W. D.
Tenn. Case No. 09-26043).  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard, PLLC, represents the Debtor in his
restructuring efforts.  The Debtor listed assets of $10,352,500
and debts of $15,083,501.


RAYMOND PORTER: Proposes Gotten Wilson as Bankruptcy Counsel
------------------------------------------------------------
Raymond W. Porter seeks permission from the U.S. Bankruptcy Court
for the Western District of Tennessee, Western Division, to employ
Gotten, Wilson, Savory & Beard, PLLC as counsel.

The Debtor, has selected GWSB for the reason that this firm has
had considerable experience in matters of this character, and it
believes that GWSB is well qualified to represent it as debtor in
possession in this proceeding.

The professional services that GWSB is to render include:

    (a) giving the Debtor legal advice with respect to his powers
        and duties as debtor-in-possession in the continued
        management of his property, including, without limitation,
        to advise and to consult with the Debtor concerning
        questions arising in the administration of the estate and
        its rights and remedies with regard to the estate's assets
        and the claims of secured and unsecured creditors, and the
        parties-in-interest;

    (b) preparing on behalf of the Debtor as debtor-in-possession
        necessary applications, answers, orders, reports and other
        legal papers; and

    (c) performing all other legal services for Debtor as debtor-
        in-possession that may be necessary.

The individuals presently designated to represent the debtor in
possession and their hourly rates are:

        Russell W. Savory       $250.00/hour
        P. Preston Wilson       $275.00/hour

GWSB says it represents no interest adverse to the Debtor as
debtor in possession or the estate in the matters upon which it is
to be engaged.

The firm may be reached at:

     Russell W. Savory, Esq.
     Gotten, Wilson, Savory & Beard, PLLC
     88 Union Avenue, 14th Floor
     Memphis, TN 38103
     Tel. No.: 901-523-1110

Mr. Porter filed for Chapter 11 after it failed to reach
settlement with Trust One Bank, which was seeking payment of $1.3
million for a guaranty to a loan which a Porter-Kerr Investments,
LLC, condominium project formed with Terry Kerr, defaulted.

                       About Raymond Porter

Raymond Porter owns and manages residential real estate in
Memphis, Tennessee.  His individually owned rental properties
consist of six multi-family apartment complexes, an office
building, a restaurant building and 10 single-family homes.  Mr.
Porter also owns 100% interests in Porter Properties, LLC, and
Pearl's Oyster House, Inc. Porter Properties, LLC, is a
residential real estate management firm that also holds title to
three apartment complexes.  Pearl's Oyster House, Inc. operates a
restaurant in downtown Memphis.

Mr. Porter filed for Chapter 11 on June 5, 2009 (Bankr. W. D.
Tenn. Case No. 09-26043).  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard, PLLC, represents the Debtor in his
restructuring efforts.  The Debtor listed assets of $10,352,500
and debts of $15,083,501.


RSC EQUIPMENT: S&P Downgrades Ratings on $400 Mil. Notes to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating and revised its recovery rating on RSC Equipment
Rental Inc.'s (B+/Stable/--) proposed $400 million senior secured
notes offering.  S&P lowered the issue-level rating to 'BB-' from
'BB' (one notch higher than the corporate credit rating) and
revised the recovery rating to '2', from '1', indicating the
expectation for substantial  (70%-90%) recovery in the event of a
payment default.  This revision reflects the upsizing to
$400 million, from S&P's initial assumption of $300 million, which
reduces the recovery prospects on these notes.

The 'B+' corporate credit rating on RSC reflects its aggressive
financial profile, which more than offsets its position as one of
the largest providers of construction equipment rentals.  Although
RSC operates in the cyclical, highly competitive, and fragmented
equipment rental sector, it has good geographic, product, and
customer diversity, and a well-maintained and relatively young
fleet.

Still, the equipment rental industry is facing challenging
conditions in 2009.  S&P expects that RSC will significantly
reduce capital spending in the downturn and generate free cash
flow of more than $300 million in 2009, which S&P expects RSC will
use for debt reduction.

"The outlook is stable, although Standard & Poor's expects that
RSC will experience deterioration in its operating performance as
it operates in the declining phase of the cycle," said Standard &
Poor's credit analyst John R. Sico.

"However, if nonresidential construction markets decline by more
than S&P expects in 2009, which S&P currently believe will be 20%,
S&P could revise the outlook to negative or lower the ratings, in
light of a severe downturn and significant deterioration in
operating margins, because of much weaker pricing conditions," he
continued.

                          Ratings List

                    RSC Equipment Rental Inc.

               Corp. credit Rating      B+/Stable/--

             Rating Lowered; Recovery Rating Revised

                                                 To         From
                                                 --         ----
    Senior secured
    $400 million first-lien notes due 2017       BB-        BB
     Recovery rating                             2          1


RSC EQUIPMENT: Upsizing on Notes Won't Affect Moody's 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service said RSC Equipment Rental, Inc.'s
upsizing of its proposed issuance of senior secured notes to
$400 million from $300 million does not affect any of the assigned
ratings for the company.

The last rating action was on June 25, 2009, at which time Moody's
changed RSC's Corporate Family Rating to B3.

RSC Equipment Rental, Inc., is one of the largest equipment rental
companies in North America operating 464 locations throughout the
United States and Canada.  The company maintains over 1,000
categories of equipment having an original equipment cost of
$2.7 billion.  Revenues for 2008 were approximately $1.8 billion.


RESTIVO AUTO BODY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Restivo Auto Body, Inc.
           dba Restivo Auto Body & Towing (Inc.)
        5296 Enterprise St.
        Sykesville, MD 21784-9328

Bankruptcy Case No.: 09-21680

Chapter 11 Petition Date: June 27, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Edward M. Miller, Esq.
                  Miller and Miller, LLP
                  129 E. Main St., Suite 205
                  Westminster, MD 21157
                  Tel: (410) 751-5444
                  Fax: (410) 751-6633
                  Email: mmllplawyers@verizon.net

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/mdb09-21680.pdf

The petition was signed by Gregory J. Restivo, president of the
Company.


RETAIL PRO: Completes Sale of Assets to Laurus & Midsummer
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Retail Pro Inc. on
June 26 completed the sale of the assets approved in April. The
buyers were secured creditors including Laurus Master Fund Ltd.
and Midsummer Investment Ltd., who together were owed $19.6
million.

As reported by the Troubled Company Reporter on May 14, 2009,
Retail Pro won authorization from the U.S. Bankruptcy Court for
the District of Delaware to sell its assets to secured creditors
Laurus Master Fund Ltd. and Midsummer Investment Ltd., which
together are owed $19.6 million.  Laurus/Midsummer bought the
assets for $400,000 in cash plus a credit bid using their secured
claims.

Retail Pro delayed the auction but still did not receive competing
bids for its assets.

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The Company and three of its affiliates filed for Chapter 11
protection on January 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of November 30, 2008, the Debtors have $24,652,353 in total
assets and $28,867,462 in total debts.


ROMAN TARASIUK: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Roman Tarasiuk
        17300 Oak View Drive
        Encino, CA 91316
        Tel: (818) 784-8552

Bankruptcy Case No.: 09-17931

Chapter 11 Petition Date: June 26, 2009

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: William H. Brownstein, Esq.
                  Brownsteinlaw.bill@gmail.com
                  William H. Brownstein & Associates, P.C.
                  1250 Sixth St., Suite 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Alpine Bank                                      $450,000.00
10 W Beaver Creek Blvd.
Vail, CO 81657


RYLAND GROUP: Cancels JPMorgan Revolving Credit Facility
--------------------------------------------------------
The Ryland Group, Inc. on June 19, 2009, notified JPMorgan Chase
Bank, N.A. as agent for the lenders participating in the revolving
Credit Agreement dated as of January 12, 2006, as amended that,
effective June 26, 2009, the Aggregate Credit Exposure as that
term and other capitalized terms are defined in the Credit
Agreement, and the Aggregate Commitment are reduced to zero.  As a
result, the revolving credit facility of Ryland is terminated.

There are no penalties or costs associated with the termination of
the revolving credit facility.  On or prior to the effective date
of termination of the Credit Agreement, the Company will pay all
accrued Commitment Fees, Line of Credit Fees and other obligations
in accordance with the requirements of the Credit Agreement.

Prior to the date of notice of termination, the Company was in
compliance with all of the covenants, limitations and restrictions
of the Credit Agreement.

Effective with the Fourth Amendment to the Credit Agreement, the
Company had borrowing availability of $200 million, including
availability for letters of credit.  There are no borrowings
outstanding under the Credit Agreement.  The Company had letters
of credit outstanding under the Credit Agreement that totaled
$75.1 million prior to termination of the Credit Agreement.  To
effectuate the termination of the Credit Agreement, the Company
agreed, and each issuer of the outstanding letters of credit under
the Credit Agreement agreed, to cause the letters of credit that
were outstanding under the Credit Agreement to remain outstanding
after the effective date of termination as secured letter of
credit arrangements between the Company and each issuer of the
outstanding letters of credit.  As a result, the letters of credit
will cease to be outstanding under the Credit Agreement.  For this
reason, the Company has entered into secured letter of credit
arrangements with the three banks that have issued outstanding
letters of credit under the Credit Agreement.  The effect of these
arrangements is to remove the outstanding letters of credit from
the Credit Agreement and require the Company to deposit cash, in
an amount approximating the obligations related to the letters of
credit, as collateral deposits with and pledges to the issuing
banks.

The Company used availability under the Credit Agreement to
provide letters of credit required in the ordinary course of its
business and to, when necessary in the past, finance increases in
its homebuilding inventory and working capital.  Other than for
letters of credit, the Company had not incurred borrowings under
the Credit Agreement since November 2007.  The Company believes it
does not need the Credit Agreement to meet its liquidity needs at
this time and that it will be able to fund its homebuilding
operations through its existing cash resources for the foreseeable
future.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on June 17, 2009,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
The outlook remains negative.  S&P's '4' recovery rating on the
company's senior unsecured notes remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in the event of a
payment default.

In May 2009, Fitch Ratings has assigned a 'BB' rating to the 2017
Notes.  The Rating Outlook is Negative.  Fitch said the issue will
be ranked on a pari passu basis with all other senior unsecured
debt, including RYL's $200 million unsecured bank credit facility.
The approximately $225.4 million in proceeds will be used for
general corporate purposes.

Moody's Investors Service also assigned a Ba3 rating to the 2017
Notes.  Moody's also affirmed the company's existing ratings,
including its corporate family rating and probability of default
rating at Ba3, and the ratings on its various issues of senior
unsecured notes at Ba3.  Ryland's speculative grade liquidity
rating was raised to SGL-2 from SGL-3.  The rating outlook remains
negative.


RYLAND GROUP: Files Annual Report for Retirement Savings Plan
-------------------------------------------------------------
The Ryland Group, Inc., filed with the Securities and Exchange
Commission an annual report on Form 11-K for the year ended
December 31, 2008, on The Ryland Group, Inc. Retirement Savings
Opportunity Plan.  At December 31, the Plan had $137,464,155 in
Net Assets Available For Benefits.

A full-text copy of the Annual Report on Form 11-K is available at
no charge at http://ResearchArchives.com/t/s?3e61

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

                          *     *     *

As reported by the Troubled Company Reporter on June 17, 2009,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured note ratings on The Ryland Group Inc.
The outlook remains negative.  S&P's '4' recovery rating on the
company's senior unsecured notes remains unchanged, indicating
S&P's expectation for average recovery (30%-50%) in the event of a
payment default.

In May 2009, Fitch Ratings has assigned a 'BB' rating to the 2017
Notes.  The Rating Outlook is Negative.  Fitch said the issue will
be ranked on a pari passu basis with all other senior unsecured
debt, including RYL's $200 million unsecured bank credit facility.
The approximately $225.4 million in proceeds will be used for
general corporate purposes.

Moody's Investors Service also assigned a Ba3 rating to the 2017
Notes.  Moody's also affirmed the company's existing ratings,
including its corporate family rating and probability of default
rating at Ba3, and the ratings on its various issues of senior
unsecured notes at Ba3.  Ryland's speculative grade liquidity
rating was raised to SGL-2 from SGL-3.  The rating outlook remains
negative.


SAIA INC: Obtains Covenant Relief Through December 2010
-------------------------------------------------------
Saia, Inc., amended its revolving credit and Senior Note
facilities.  The amendment to the Company's revolving credit
facility includes:

   -- Provides relief of its leverage ratios and fixed charge
      coverage covenants through December 31, 2010;

   -- Increases LIBOR spreads and letter of credit fees on
      outstanding obligations by approximately 200 basis points,
      depending on the applicable leverage ratio;

   -- Provides for a pledge of certain real estate, rolling stock
      and other personal property to secure the facility;

   -- Confirms its $160 million commitment, subject to a borrowing
      base, and its January 2013 maturity.

In conjunction with the amendment to the revolving credit
facility, the Company also amended its Senior Notes by modifying
the financial covenants to match the relief provided in the
revolving credit facility.  Interest rates on the Senior Notes
remain unchanged but are now subject to an increase if the
noteholders are required by insurance regulations to increase
reserves on the notes.  The noteholders also share equally in the
collateral provided under the revolving credit facility. The
maturity of the notes remains unchanged.

"We are operating in an extremely difficult economic environment
with weak tonnage demand and highly competitive pricing.  We
believe the amendments will add financial flexibility for Saia to
prudently manage through this freight recession and take full
advantage of the market when it recovers," said James A. Darby,
vice president -- finance and chief financial officer.  "Saia
appreciates the cooperation of our lending group and we thank them
for their ongoing support."

Total debt was $116.3 million at March 31, 2009 with no borrowings
under the revolving credit agreement and an aggregate
$116.3 million outstanding on the term notes.  The Company had
$53.7 million in letters of credit outstanding.  Net the Company's
$12 million cash balance at quarter-end, net debt to total capital
was 37.0 percent.  This compares to total debt of $185.3 million
at March 31, 2008.

The Company paid an aggregate of $1.4 million, or 50 basis points,
in fees to the lenders and noteholders in connection with the
amendments and incurred other customary expenses in the
transaction.

Based in Johns Creek, Georgia, Saia, Inc. -- http://www.saia.com/
-- is a less-than-truckload provider of regional, interregional
and guaranteed services covering 34 states.  With a network of 148
terminals, Saia employs 7,400 people.


SEA LAUNCH: Judge Shannon Approves First-Day Motions
----------------------------------------------------
The Hon. Brendan Shannon of the U.S. Bankruptcy Court of Delaware
has approved all of Sea Launch Co. LLC's first-day motions,
consolidating its case with those of Sea Launch LP and
subsidiaries, according to Law360.

Judge Shannon, the report said, has ruled that Sea Launch can
continue maintaining its bank accounts and paying its utilities
and employees as it restructures under Chapter 11.

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.


SEMANTRA INC: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Semantra, Inc., has filed for Chapter 11 Bankruptcy Protection in
the U.S. Bankruptcy Court for the Northern District of Texas.

Citing Semantra President and CEO Chris Davis, Jeff Bounds at
Dallas Business Journal reports that the Company's primary
investor, Cardinal Capital, failed to continue putting in money
due to poor economic climate.  Mr. Davis said that Semantra raised
a total of more than $9 million from Cardinal and individuals, the
report states.

According to Business Journal, Mr. Davis said that the Company is
preparing to be sold.  Semantra has been forced to lay off a
number of workers, retaining a "core team" of people to push the
business forward, the report says, citing Mr. Davis.  "That's what
we've done to conserve cash.  Instead of running the business, I'm
spending all my time" trying to find a suitor, the report quoted
Mr. Davis as saying.  Mr. Davis said that some large players are
interested in the Company, the report states.

Business Journal reports that RiverRock Holdings, a Dallas
investment shop, represents Semantra in its sale negotiations.

Court documents say that Semantra listed $1 million to
$10 million in assets and $100,000 to $500,000 in debts.

Plano, Texas-based Semantra, Inc., is a software development shop.


SENSUS METERING: S&P Puts BB Rating on $70MM Credit Facility
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned issue and
recovery ratings to Sensus Metering Systems Inc.'s $70 million
senior secured revolving credit facility due 2012 and $125 million
senior secured term loan due 2013.  The issue-level ratings on
Sensus' proposed secured revolver and secured term loan is 'BB',
two notches above the corporate credit rating.  The recovery
rating on these loans is '1', indicating S&P's expectation of very
high (90%-100%) recovery in the event of a payment default.

S&P expects the amended and restated agreement to refinance and
extend maturities on the existing credit facilities.

The 'B+' corporate credit rating on Raleigh, North Carolina-based
Sensus Metering Systems, an international manufacturer of utility
meters and provider of automated meter reading and automated meter
infrastructure technology, reflect the company's weak business
risk profile and aggressive financial risk profile.  The outlook
is negative, and Standard & Poor's is concerned about headroom
under the company's existing financial covenants (a step-down in
the financial leverage covenant occurred at the end of the first
fiscal quarter of 2009).  There has been concern about the
company's ability to meet the existing compliance ratios over the
intermediate term, however, any amendment to modify them under the
recent refinancing plans could provide additional cushion.

"We could also consider lowering the ratings if the global
recession adversely affects their markets and Sensus' ability to
attain credit measures expected at the current rating level," said
Standard & Poor's credit analyst John R. Sico.

"Still, Sensus continues to produce positive free cash flow, and
has made strides in assuring that it can deliver advanced metering
systems and products to large utility customers," he continued.

                           Ratings List

                   Sensus Metering Systems Inc.

       Corp. credit rating                    B+/Negative/--

                       New Ratings Assigned

       Senior secured
       $125 mil. term loan facility due 2013             BB
         Recovery rating                                 1
       $70 mil. revolving credit facility due 2012       BB
         Recovery rating                                 1


SOUTHERN ROAD BUILDERS: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Southern Road Builders of Polk County, Inc.
        2840 Security Lane
        Lakeland, FL 33803

Bankruptcy Case No.: 09-13681

Chapter 11 Petition Date: June 26, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/flmb09-13681.pdf

The petition was signed by Christopher Brock, president of the
Company.


SPECTRUM BRANDS: Court Approves $1.15MM Sale of Livingston Assets
-----------------------------------------------------------------
Spectrum Brands Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Western District of Texas
to sell certain real and personal property located at 1349 State
Highway, Loop 116, in Livingston, Texas for $1,149,000, free and
clear of liens, claims interests or encumbrances, to Hope Agri
Products, Inc.

The Property is part of the Debtors' fertilizer and growing media
business, which they decided to shut down in mid-November 2008.
Because of that decision, the Debtors determined that the
Livingston Plant was no longer necessary for their operations and
that it made good business sense to lease the facility.

According to D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, Hope Agri is the only entity to express
interest in the Livingston Property.  After engaging in
extensive, arms-length negotiations, the Debtors ultimately
reached agreement to sell the Assets to Hope Agri pursuant to the
terms of a purchase and sale agreement.

The Debtors will assume, on modified terms, the letter agreement
between the Debtors and Hope Agri dated November 18, 2008, with
respect to the transition of certain elements of the Debtors' soil
business to Hope Agri.

The Debtors also will assume certain nonresidential real property
leases with respect the "Swilley Property," a 20-acre land-and-
warehouse facility the Debtors lease for storage of bulk materials
for use in the FGM business.  The Swilley Property is adjacent to
the Livingston Plant and the Debtors intend to assign them to Hope
Agri.

Under the terms of the purchase agreement, the Debtors and Hope
Agri agreed to eliminate provisions in the Transition Agreement,
which is no longer in the Debtors' best interest.  The Transition
Agreement provides that Hope Agri would hire 100% of the
employees at the Livingston Plant and that, if Hope Agri should
terminate the employees, the Debtors would be obligated to
reimburse Hope Agri for any severance payments due to these
employees.  Hope Agri said it would not agree to purchase the
Assets and modify the Severance Provision without the Debtors'
willingness to continue to honor the other terms of the
Transition Agreement and, thus, rejection of the Transition
Agreement is not an option, Mr. Baker clarifies.

Furthermore, Hope Agri has indicated that it wanted to utilize
the Livingston Plant and Swilley Property during this year's
growing season.  Accordingly, Hope Agri insisted that the sale be
consummated no later than July 1, 2009.

In light of these, the Debtors contend that if the sales of the
Assets and the assumption and assignment of the Swilley Lease to
Hope Agri cannot be effectuated on the proposed timeline, the
Debtors (a) may be unable to sell the Equipment at any price
because of the impracticability of removing those Assets from the
Livingston Plant, and (b) the Debtors will only be able to sell
the Real Property as raw land at a significantly lower price.

Pursuant to Section 363(f) of the Bankruptcy Code, the Debtors
can sell the assets free and clear of liens, claims and
encumbrances because it has satisfied at least one of these
conditions:

-- applicable non-bankruptcy law permits sale of the property
    free and clear of such interest;

-- the entity consents;

-- the interest is a lien and the price at which such
    property is to be sold is greater than the aggregate value
    of all liens on such property;

-- the interest is in bona fide dispute; or

-- the entity could be compelled, in a legal or equitable
    proceeding, to accept a money satisfaction of that
    interest.

Mr. Baker ascertained that any party asserting Interests in the
Assets will be protected by having those Interests attach to the
net proceeds of the sale, subject to any claims and defenses the
Debtors may possess with respect to those claims, liens or
encumbrances.

A full-text copy of the Purchase and Sale Agreement is available
for free at http://bankrupt.com/misc/Spectrum_Livingston_PSA.pdf

                      About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPEIDEL: Files for Chapter 7 Bankruptcy
---------------------------------------
Benjamin N. Gedan at The Providence Journal reports that Speidel
has filed for bankruptcy under Chapter 7.

Headquartered in Cranston, Speidel is a 105-year-old seller of
watchbands in Rhode Island.  The Company was founded in 1904 on
Ship Street in Providence.


STANFORD INT'L BANK: Owner Pleads Not Guilty; Not Flight Risk
-------------------------------------------------------------
Stanford International Bank Limited (SIBL) owner Robert Allen
Stanford pleaded not guilty to 21 charges of multi-billion dollar
fraud, money-laundering and obstruction, Agence France-Presse News
(AFP) reports.  The report relates Mr. Stanford, who appeared in a
Houston court Friday, June 25, forcefully said, "Not guilty."

Laurel Brubaker Calkins of Bloomberg News relates Mr. Stanford's
lawyer, Dick DeGuerin, said his client should be released on bond
because he has no intention of fleeing before a trial.  "The
government has engineered circumstances designed to thwart Mr.
Stanford's efforts to voluntarily surrender and appear," the
report quoted Mr. DeGuerin as saying.  "Allen Stanford has shown
he is not a flight risk through his actions thus far."

According to Bloomberg News, Mr. DeGuerin said Mr. Stanford
voluntarily surrendered his passport two days after the U.S.
Securities and Exchange Commission (SEC) sued him of fraud.

As reported in the Troubled Company Reporter-Latin America on
June 24, 2009, Agence France-Presse News said Mr. Stanford
and four others -- former Stanford Financial Group (SFG) Chief
Investment Office Laura Pendergest-Holt; former Antigua financial
regulatory agency chief Leroy King; and Stanford-affiliated
accountants, Mark Kuhrt and Gilberto Lopez -- were charged with 21
counts of fraud, money-laundering and obstruction in a multi-
billion scam.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
Mr. Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.  Mr. Stanford's
companies include, SIBL, Stanford Group Company (SGC), and
investment adviser Stanford Capital Management.  According to a
TCR-LA report on April 8, citing Bloomberg News, U.S. District
Judge David Godbey seized all of Mr. Stanford's corporate and
personal assets and placed them under the control of SFG court-
appointed receiver Ralph Janvey.

Assistant Attorney General Lanny Breuer, as cited by AFP,
announced in a 57-page indictment that Mr. Stanford could face up
to 250 years in prison if convicted on all charges.  AFP noted the
indictment came from a grand jury in Houston, Texas that had been
investigating Stanford Financial Group.

A TCRLA report on June 23, citing RadioJamaica, related that Mr.
Stanford surrendered to U.S. authorities after a warrant was
issued for his arrest on criminal charges.  MailOnline News said
Mr. Stanford was arrested in Fredricksburg, Virginia.

                 About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


STANFORD INT'L BANK: SFG Receiver Must Sell Assets to Stem Losses
-----------------------------------------------------------------
SFG court-appointed receiver Ralph Janvey's lawyer Kevin Sadler
said Mr. Janvey need not wait for a resolution of fraud charges
against Stanford International Bank Limited owner Robert Allen
Stanford before selling properties that are draining cash, Laurel
Brubaker Calkins of Bloomberg News reports.  The report relates
Mr. Sadler said the money could be used to repay investors who
were allegedly victims of a multi-billion scheme.

"The liquidation of Stanford properties is a foregone conclusion,"
Mr. Sadler said in papers asking US District Judge David Godbey in
Dallas for permission to proceed with the sale, the report notes.

As reported in the Troubled Company Reporter-Latin America on
June 24, 2009, Agence France-Presse News said Mr. Stanford
and four others -- former Stanford Financial Group (SFG) Chief
Investment Office Laura Pendergest-Holt; former Antigua financial
regulatory agency chief Leroy King; and Stanford-affiliated
accountants, Mark Kuhrt and Gilberto Lopez -- were charged with 21
counts of fraud, money-laundering and obstruction in a multi-
billion scam.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
Mr. Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.  Mr. Stanford's
companies include, SIBL, Stanford Group Company (SGC), and
investment adviser Stanford Capital Management.  According to a
TCR-LA report on April 8, citing Bloomberg News, U.S. District
Judge David Godbey seized all of Mr. Stanford's corporate and
personal assets and placed them under the control of SFG court-
appointed receiver Ralph Janvey.

According to Bloomberg News, Mr. Janvey told Judge Godbey that he
is ready to sell SFG's headquarters building, in Houston's upscale
Galleria district, and a private hangar facility at a suburban
Houston airport.

"Together, they are costing the receivership estate more than
$139,446 per month to own and maintain," Mr. Sadler said in the
filing obtained by Bloomberg News.  Mr. Janvey has shown both
Houston properties to potential buyers and received several
offers, he added.   Bloomberg News relates Mr. Sadler said selling
these and other Stanford holdings would eliminate "significant
administrative costs, including taxes, insurance and maintenance
costs."

However, Ruth Brewer Schuster, Mr. Stanford's new civil attorney,
as cited by the news agency, asked the court to block Mr. Janvey's
sale of any assets before the financier has had the chance to
defend himself.

"If at a trial on the merits, the defendants succeed, it will be a
pyrrhic victory for the defendants, investors and creditors if the
receiver is allowed to continue his bargain basement sale of
estate assets," Ms. Schuster said, in a separate filing at the
Dallas court., the report relates.

Bloomberg News adds that Mr. Janvey's court papers also offered
reassurances to Stanford's lien holders, some of whom have
complained the proposed real-estate sales will strip them of their
rights as secured lenders.  "The receiver has no incentive or
intention to sell any properties for less than the value of the
debt securing such properties," the report quoted Mr. Sadler as
saying.  "The receiver intends to pay the secured creditors out of
the sale proceeds at closing."

                  About Stanford International

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


STONE INVESTMENT: Debenture Holders Waive Covenant Defaults
-----------------------------------------------------------
Stone Investment Group Limited says the holders of the Company's
9.0% senior secured debentures due December 28, 2011 have approved
the waiver of interest coverage ratio defaults under the Trust
Indenture governing the Debentures.

The holders also approved amendments to the Trust Indenture to
adjust the basis of calculation of the interest coverage ratio to
avoid continuing defaults.  The defaults stem from the current
global economic crisis and the consequent drop in markets and
assets levels. The Trust Indenture is unamended in all other
respects and the Company continues to make all interest payments
when due.

The waivers and amendments were approved at an extraordinary
meeting of the holders of Debentures held June 29, 2009, in
Toronto, Ontario.

                   About Stone Investment Group

Stone Investment Group Limited is an independent wealth management
company.  Stone Investment Group Limited, through its wholly-owned
subsidiaries, Stone & Co. Limited and Stone Asset Management
Limited, structures and manages high quality investment products
for Canadian investors.


SUNRISE SENIOR: Faces Breach of Contract Suit by HCP
----------------------------------------------------
HCP Inc., together with three of its tenants, has filed complaints
against Sunrise Senior Living, Inc. and its subsidiaries based on
Sunrise's defaults under management and related agreements
covering 64 HCP-owned properties operated by Sunrise.  The
complaints, filed in the Delaware Chancery Court on June 29, 2009,
allege, among other things, that Sunrise systematically breached
various contractual and fiduciary duties, including operating the
properties in a manner that impermissibly favored the interests of
Sunrise and its affiliates at the expense of HCP and its tenants.

In addition to equitable relief and money damages relating to the
defaults, HCP and its tenants are seeking judicial confirmation of
rights to terminate the agreements on the 64 properties.

HCP became the owner of 101 senior housing communities operated by
Sunrise through its 2006 acquisition of CNL Retirement Properties,
Inc.  HCP transitioned 11 of those communities to a new operator
in December 2008, and shortly thereafter notified Sunrise that it
was in default of its obligations under the agreements for the
remaining 90 communities.  Sunrise responded to HCP's default
notices by denying that it was in violation of its agreements in
any material respect.  The agreements provide Sunrise with various
periods to cure the defaults, which periods have now expired.
More recently, HCP announced that the management agreements on 15
additional Sunrise-managed communities were terminated effective
October 1, 2009.

                             About HCP

HCP, Inc. -- http://www.hcpi.com/-- an S&P 500 company, is a real
estate investment trust that, together with its consolidated
subsidiaries, invests primarily in real estate serving the
healthcare industry in the United States.  As of March 31, 2009,
HCP's portfolio of properties, excluding assets held for sale but
including properties owned by unconsolidated joint ventures,
totaled 692 properties among the following segments: 264 senior
housing, 100 life science, 254 medical office, 23 hospital and 51
skilled nursing.

                   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: S&P Corrects Ratings on Four Medium-Term Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on four
medium-term note issues insured by Syncora Guarantee Inc.
(formerly known as XL Capital Assurance Inc.) by withdrawing the
ratings.

The ratings on the affected MTNs were based on the financial
guaranty insurance policies that Syncora had provided.  S&P is
withdrawing S&P's ratings on the MTNs due to the uncertainty
surrounding Syncora's ability to honor its obligation to pay, in a
timely manner, under the insurance policies while it is in
receivership.

The New York State Insurance Department placed Syncora into
receivership on April 27, 2009, and, as a result, Standard &
Poor's lowered its financial enhancement rating on Syncora to 'R'
from 'CC'.  The ratings on the MTNs were not withdrawn
contemporaneously with this lowered rating due to an analytical
delay.

                        Ratings Corrected

                  Waveland Colorado Ventures LLC
US$5.514 mil certified CAPCO med-term nts ser 2002 due 03/03/2013

                                     Rating
                                     ------
                 CUSIP          To            From
                 -----          --            ----
                 94353#AA0      NR            CC

                Waveland NCP Alabama Ventures LLC
     US$19.493 mil CAPCO med-term nts ser 2003 due 03/01/2014

                                     Rating
                                     ------
                 CUSIP          To            From
                 -----          --            ----
                   --           NR            CC

                 Waveland NCP Texas Ventures L.P.
     US$22.792 mil CAPCO med-term nts ser 2005 due 03/01/2014

                                     Rating
                                     ------
                 CUSIP          To            From
                 -----          --            ----
                   --           NR            CC

               Waveland NCP Texas Ventures II L.P.
    US$18.3 mil CAPCO nts med-term nts ser 2008 due 08/01/2015

                                     Rating
                                     ------
                 CUSIP          To            From
                 -----          --            ----
                 943556AA8      NR            CC

                            NR - Not rated.


SYNOVUS FINANCIAL: Fitch Cuts Ratings on Municipal Bonds to BB-/B
-----------------------------------------------------------------
In connection with the downgrade on June 24, 2009 of Synovus
Financial Corporation and its subsidiary banks' long- and short-
term Issuer Default Ratings to 'BB-/B' from 'BBB/F2', Fitch
Ratings downgrades certain municipal bonds that are supported by
letters of credit provided by Synovus Financial Corporation's
subsidiary banks to 'BB-/B' from 'BBB/F2'.

The Rating Outlook is Negative.


TELEPLUS WORLD: Can Use Yorkville Cash Collateral Until July 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted Teleplus World, Corp., permission to use cash collateral
of Yorkville Advisors, to fund ordinary and necessary postpetition
expenses, and if any, other costs and expenses of the
administration of the Chapter 11 case.

Pursuant to the Court's interim order, the Debtor is authorized to
use cash collateral of YA until July 15, 2009, in accordance with
a budget.  As of the petition date, the aggregate outstanding
balance, including principal and interest owed to YA under several
convertible debentures is approximately $14,000,000.

A further hearing with respect to the entry of a subsequent
interim order, or a final order, as applicable, is scheduled for
July 15.

A full-text copy of the 2nd interim authorizing use of cash
collateral is available at:

      http://bankrupt.com/misc/teleplus.2ndinterimorder.pdf

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Company filed for Chapter 11 protection on March 5, 2009
(Bankr. S.D. Fla. Case No. 09-13799).  Phillip M. Hudson III,
Esq., at Arnstein & Lehr LLP, represents the Debtor in its
restructuring efforts.  In its schedules of assets and debts, the
Debtor disclosed $11,176,165 in total assets and $18,925,502 in
total debts.


TRACE INTERNATIONAL: Dist. Court Reverses Ruling on Trace Payments
------------------------------------------------------------------
The Hon. Kimba Wood of the U.S. District Court for the Southern
District of New York has ruled that a bankruptcy court abused its
discretion by judicially estopping the Chapter 7 trustee for Trace
International Holdings Inc. from classifying payments from Trace
to Dow Chemical Inc. stemming from a loan and stock transaction as
dividends rather than liabilities, according to Law360.

Trace international Holdings, Inc., and Trace Foam Sub, Inc.,
filed for Chapter 11 protection on July 21, 1999 (Bankr. S.D.N.Y.
Case Nos. 99-B-10425 and 99-B-10426 (SMB)).  Barry N. Seidel,
Esq., at King & Spalding LLP, represents the Debtors.  Trace
reported $136,322,000 in assets and $266,455,000 in its bankruptcy
petition.  On Jan. 24, 2000, the Bankruptcy Court signed an order
converting the cases to chapter 7 liquidation proceedings and the
U.S. Trustee appointed John S. Pereira to serve as the Chapter 7
Trustee.  Harold D. Jones, Esq., at Jaspan Schlesinger Hoffman
LLP, represents the Chapter 7 Trustee.


TRONOX INC: Court Approves Key Employee Incentive Plan
------------------------------------------------------
Before their bankruptcy filing, Tronox Inc. and its affiliates
engaged in discussions with certain parties regarding potential
strategic transactions, including a sale of all or substantially
all of the Debtors' assets.  In connection with the sale
discussions, the Board of Directors of Tronox Incorporated was
advised by management and the Debtors' business and financial
advisors that a management incentive plan should be explored to
properly incentivize employees that would be critical to the sale
process.  The Debtors asked the Court pursuant to Sections 363(b)
and 503(c)(3) of the Bankruptcy Code, to approve a Key Employee
Incentive Plan.

In response to the proposal, Roberta A. DeAngelis, acting United
States Trustee for Region 3, asserts that the Debtors' Motion
improperly attempts to bypass important new provisions in the
Bankruptcy Code by recharacterizing the proposed bonuses as
financial "incentive" payments.  The U.S. Trustee relates that the
U.S. Congress enacted provisions of the Bankruptcy Code in the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005
that were specifically designed to restrict insider retention
bonuses.

Ms. DeAngelis relates that in light of the addition of Section
503(c) to the Bankruptcy Code, and the bankruptcy policies
underlying the BAPCPA, retention payments can only be made to a
bankruptcy debtor's insiders if the Court expressly finds that
the debtor has met the specific requirements of Section
503(c)(1).  Ms. DeAngelis asserts there is no dispute that four
"Participants" involved in the Debtors' Incentive Plan are
insiders.  But rather than attempt to meet their burden of proof
under Section 503(c)(1), the Debtors instead argue that Section
503(c)(1)'s requirements do not apply to the proposed payments.
That the Debtors have chosen to style the bonuses as the "Tronox
Key Employee Incentive Plan," as opposed to more properly
referring to these proposed bonuses as retention payments, does
not exempt them from their burden of proof under Section
503(c)(1), Ms. DeAngelis argues.

Ms. DeAngelis points out that Section 503(c)(1) applies to the
Motion because the purpose of the proposed payments is to ensure
the continued tenure of certain insiders of the Debtors.  There
can be no concealing that the proposed payments to the Insider
Participants are simply retention bonuses subject to Section
503(c)(1)'s limitations, Ms. DeAngelis argues.

The Motion, therefore, should be denied, Ms. DeAngelis asserted.
She argued that the proposed payments are prohibited because the
Debtors have failed to (a) move for authority under Section
503(c)(1), (b) fulfill their burden of presenting any evidence
that would permit the Court to determine whether the payments
satisfy the statutory requisites, and (c) set forth any grounds
why Section 503(c)(1) does not apply.

Moreover, Ms. DeAngelis said, even if the Debtors were able to
prove that Section 503(c)(1) does not apply, the proposed bonuses
would still fail to meet the applicable business judgment test.
According to Ms. DeAngelis, the benchmarks for the proposed
bonuses bear little relationship to the efforts of the Insider
Participants, beyond the duties they already have as fiduciaries
in the Debtors' Chapter 11 cases.

Tronox maintains that the KEIP is a true incentive plan providing
payment only in exchange for attaining the lofty performance and
sale targets.  Payments under the KEIP are not guaranteed, Tronox
pointed out.

After due consideration, the Court approved the KEIP.  The Debtors
will provide 10 days' advance written notice of any payments made
under the Key Employee Incentive Plan, on a confidential basis, to
the U.S. Trustee and the professional advisors to the Debtors'
official committees and the agent for the Debtors' prepetition and
postpetition secured lenders.

A full-text copy of the updated KEIP is available for free at

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

                         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: Gets Court Nod to Implement Severance Program
---------------------------------------------------------
Tronox Inc. and its affiliates obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York, pursuant
to Sections 363(b) and 503(c) of the Bankruptcy Code, to implement
The Tronox Incorporated 2009 Involuntary Termination Plan, a non-
insider severance program.

The commencement of the Chapter 11 cases has caused great
uncertainty and concern among certain of the Debtors' employees,
Colin M. Adams, Esq., at Kirkland & Ellis LLP, in New York, told
the Court.

At this juncture, Mr. Adams says, it is unclear how the Chapter
11 cases will conclude and whether the Debtors will have
positions for all employees.  Employees' concerns have been
exacerbated by the fact that the Debtors are presently engaged in
a process to sell substantially all their operating assets, some
of which have already resulted in reductions in force.  In
addition, the Debtors presently do not have a uniform severance
policy that is consistently applied throughout the organization.
According to Mr. Adams, the absence of a coherent severance
policy, against the backdrop of the Chapter 11 cases and ongoing
efforts to control costs, reinforces the perception of job
insecurity among certain of the Debtors' employees.

To counter these concerns, maintain a meaningful level of
stability, and improve focus and morale among its workforce, the
Debtors have developed a Severance Program.  Mr. Adams avers that
the Debtors have determined that, in its business judgment, the
Severance Program is in the best interests of the estates because
implementing the program will effectively and appropriately
motivate eligible non-insider employees to focus on maximizing
value during this critical period, regardless of whether the
Chapter 11 cases result in further force reductions among the
impacted employees.

Recognizing the need for a severance program, certain members of
the Debtors' senior management worked to develop an appropriate
program.  They evaluated the concerns and morale of the Debtors'
employees, the best ways to address these concerns and the
potential structure, and cost of the program.  Based on this
analysis, they developed a severance program targeted at the
Debtors' 323 eligible, non-unionized, non-insider, and salaried
employees.  They determined that the Eligible Employees were the
employees whose performance was most likely to suffer as a result
of the distractions and uncertainties attendant to the Chapter 11
cases.

Mr. Adam assures that none of the Eligible Employees is an
"insider", as that term is defined in Section 101(31) of the
Bankruptcy Code.  Nor are any of the 323 Eligible Employees
officers, directors or senior executives of Tronox with a control
position.  The Eligible Employees are, instead, at or below the
manager level.

In formulating the terms of the Severance Program, the Debtors
balanced the need to maintain the morale, focus and loyalty of
the Eligible Employees with the financial constraints under which
the Debtors now operates as a Chapter 11 debtor.  The Severance
Program is carefully structured to avoid unnecessary benefits
while focusing and aligning the Eligible Employees' goals with
those of Tronox.

The components of the resulting Severance Program are:

  (a) Eligibility: Benefits will be provided only to those 323
      employees of the Debtors (i) who are not directors,
      officers or senior executives of the Debtors with the
      ability to exert control over corporate policy or decision
      making, (ii) who work on a full time basis, (iii) who are
      not unionized, and (iv) whose employment is terminated
      involuntarily by the Debtors.  Employees who are
      terminated for cause or a "Discharge" event are not
      eligible for severance pay under the Severance Program.

  (b) Severance Pay: An Eligible Employee will receive a one-
      time lump-sum payment equal to the product of (i) one week
      of the Eligible Employee's base salary multiplied by (ii)
      the number of years of continuous service; provided,
      however, the total payment may not exceed 3 months of the
      Eligible Employee's annual base salary.

  (c) Unused Vacation Pay: Terminated Eligible Employees will
      also receive payment for any unused vacation benefits in
      accordance with the company's vacation plan.

  (d) Release: Severance pay is contingent on the terminated
      Eligible Employee's execution of a general release and
      waiver of all claims against the Debtors.

  (e) Severance Mitigation: Any terminated Eligible Employee who
      (i) is reemployed within 30 days by an entity that
      purchases assets from the Debtors or (ii) receives
      severance benefits under any other agreement or program
      will not be eligible to receive severance pay under the
      Severance Program.  The amount of Severance Pay will be
      reduced by any legally required payment under the Worker
      Adjustment and Retraining Notification Act.

The Debtors anticipate two types of potential buyers for their
business: "strategic" and "financial" buyers.  The Debtors
project that if their operating assets are acquired by a
financial buyer, the Severance Program will cost approximately
$1.4 million, which includes Unused Vacation Payments to Eligible
Employees of approximately $550,000.  If the Debtors' operating
assets are acquired by a strategic buyer, the Debtors project
that the Severance Program will cost approximately $3.9 million,
which includes Unused Vacation Payments to Eligible Employees of
approximately $1.6 million.

After completing development and cost projections, the Debtors
submitted the Severance Program to Alvarez & Marsal North America
LLC for review and comment.  Thereafter, the Debtors, in
consultation with its financial and legal advisors, presented the
Severance Program, cost projections, and other related materials
to the Compensation Committee of Tronox's Board of Directors,
which approved the Severance Program on March 26, 2009.

The Debtors also provided a comprehensive information package
detailing the terms and likely costs of the Severance Program to
key stakeholders, including advisors to the prepetition and
postpetition secured lenders, the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
the U.S. Trustee.  These parties have advised the Debtors that
they have no objection to the Severance Program.

                         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: Creditors Committee Gets OK to Hire Jefferies & Co.
---------------------------------------------------------------
The official committee of unsecured creditors obtained approval to
hire Jefferies & Company, Inc., as financial advisors.  Various
parties have filed objections to Jefferies' $2,000,000 transaction
fee.

The U.S. Bankruptcy Court for the Southern District of New York
ruled that Creditors' Committee is authorized to retain Jefferies
on a final basis as its financial advisor in accordance with the
terms of the Engagement Letter and the Court's Order.  Jefferies'
compensation will be subject to the standard of review provided
for in Section 328(a) of the Bankruptcy Code, and not subject to
any other standard of review under Section 330.

The United States Trustee retains all rights to object to
Jefferies' fee applications for the Transaction Fee on all
grounds, including to the reasonableness standard provided for in
Section 330, provided, however, that the number of hours expended
by Jefferies will not be the determinant of that reasonableness.

The terms of the Engagement Letter, including the Indemnity, are
approved in all respects except as limited in the Order.

Jefferies' fees will be subject to, and not paid prior to, the
approval of the Court and upon proper application by Jefferies in
accordance with the applicable procedures set forth in the
Application, the Bankruptcy Code, other applicable laws,
provided, however that Jefferies will be excused from keeping
time in one-tenth of an hour increments, and instead will be
permitted to file fee applications that include time records
setting forth, in a summary format, a description of the services
rendered by each professional, and the amount of time spent on
each date by each individual in rendering services on behalf of
the Creditors' Committee in one hour increments.

Pursuant to the terms of the Engagement Letter, Jefferies is
entitled to reimbursement for reasonable expenses incurred in
connection with the performance of its engagement under the
Engagement Letter, including the fees, disbursements and other
charges of Jefferies' counsel, which counsel will not be required
to be retained pursuant to Section 327.

                         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: Committee's Lien Challenge Period Moved to July 10
--------------------------------------------------------------
The official committee of unsecured creditors in Tronox Inc.'s
Chapter 11 case and the agent to the prepetition lenders stipulate
to extend until July 10, 2009, the Committee's deadline to file an
adversary proceeding or contested matter (i) challenging the
validity, enforceability, priority or extent of the Debtors'
Prepetition Debt or the Prepetition Liens on the Prepetition
Collateral; or (ii) otherwise asserting or prosecuting any
Avoidance Action or any other claims, counterclaims or causes of
action, objections, contests or defenses against the Prepetition
Agent or any of the Prepetition Lenders in connection with
matters related to the Prepetition Agreements, the Prepetition
Debt or the Prepetition Collateral.

The U.S. Bankruptcy Court for the Southern District of New York
approved the Stipulation.

                         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)


TROPICANA ENT: NJ Debtors Want Card Processors to Honor Pacts
-------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., sought and
obtained an order from the U.S Bankruptcy Court for the District
of New Jersey, directing certain credit card processors to honor
processing agreements pending the New Jersey Debtors' decision to
assume or reject those agreements.

In the ordinary course of business, the New Jersey Debtors accept
credit card payments from customers for all goods and services
they purchase at the Tropicana Casino and Resort - Atlantic City.
The New Jersey Debtors receive an approximate aggregate of
$2,500,000 to $3,500,000 per month from credit card purchases.

To facilitate the credit card transactions, the New Jersey
Debtors maintain a contract with Chase Merchant Services, L.L.C.,
pursuant to which the New Jersey Debtors' MasterCard, Visa,
American Express, Discover Card, Diners Card, and JCB credit card
transactions are processed, Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey,
relates.

The purchases from all credit cards are processed in accordance
with the CMS Processing Agreement and the cash proceeds resulting
from the purchases are deposited into the New Jersey Debtors'
depository accounts at Bank of America.  At the end of every day,
the funds in those accounts are swept into the New Jersey
Debtors' concentration account at Bank of America.

The honoring of the processing agreement by the credit card
processors is crucial to the New Jersey Debtors' ability to
conduct their business during these Chapter 11 proceedings
without interruption, Ms. Volkov asserts.

Accordingly, Chase Merchant is directed to continue performing
credit card processing services under the CMS Processing
Agreement related to Visa U.S.A., Inc., Mastercard International
Incorporated, American Express Company, Discover Card Services,
Inc., Diners Club, and JCB International Credit Card, CO., LTD.

Any institutions facilitating the transactions between these
parties and the New Jersey Debtors are directed to continue
performing under the CMS Processing Agreement and any related
agreements.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: NJ Debtors Settle Casino Commission Complaints
-------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., informed that
U.S. Bankruptcy Court for the District of New Jersey that they
intend to settle these complaints filed by the New Jersey Casino
Control Commission for various regulatory violations:

  1. Complaint 08-0885-VC, which involved an underage gambling
     and underage drinking incident on August 9, 2008.

  2. Complaint 07-0231-VC, which refers to a two-count complaint
     filed April 25, 2007, alleging that the New Jersey Debtors
     violated the minimum staffing requirements for its
     surveillance submission.

  3. Complaint 07-0487-VC, filed on August 7, 2007, which
     alleges that management failed to (i) timely notify the
     Commission of certain corporate officers and "key
     qualifiers" that were hired or promoted, and (ii) properly
     qualify or disqualify these individuals in a timely
     fashion.

  4. Complaint 07-0602-VC, a three-count complaint filed on
     September 24, 2007, which alleges that various reporting
     violations, including the failure of Wimar Tahoe Corp. to
     file a name change within the time period required, and
     notify the NJ Commission of changes to its credit
     facilities and transfers of interests in its term loan as
     required by the interim casino authorization resolution.

  5. Complaint 07-0670-VC is a two-count complaint filed on
     October 25, 2007, which alleges various violations by
     security staff members.

  6. Complaint 07-0673-VC is a four-count complaint filed on
     October 26, 2007, which alleges that three corporate
     employees were hired by the New Jersey Debtors without
     proper licensure or authority, and the New Jersey Debtors
     failed to report the lack of licensure for these corporate
     employees in their monthly filing with the NJ Commission.

The pertinent terms of the proposed settlement are:

  (a) The New Jersey Debtors and the NJ Commission have agreed
      to settle Complaint 08-0885-VC for $20,000; and

  (b) The New Jersey Debtors and the NJ Commission have agreed
      to a global settlement of Complaints 07-0231-VC, 07-0487-
      VC, 07-0602-VC, 07-0670-VC, and 07-0673-VC for $70,000.

Objections must be filed with the Bankruptcy Clerk and served on
the New Jersey Debtors' counsel no later than July 8, 2009.

In the event an objection is timely filed, a hearing will be held
on July 17, 2009, before Judge Judith H. Wizmur.  If no objection
is filed, the Settlement will be consummated as proposed.

Written copies of the Settlements were not attached to the
Notice.

Requests for additional information may be directed to:

         Ryan T. Jareck, Esq.
         Cole, Schotz, Meisel, Forman & Leonard, P.A.
         Court Plaza North
         25 Main Street
         Hackensack, New Jersey
         Tel. No.: 201-489-3000

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: NJ Debtors Hire Cole Schotz as Counsel
-----------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Adamar of New
Jersey, Inc., doing business as Tropicana Casino and Resort, and
its affiliate, Manchester Mall, Inc., sought and obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to hire Cole, Schotz, Meisel, Forman & Leonard, P.A., as
their bankruptcy counsel.

As bankruptcy counsel to the New Jersey Debtors, Cole Schotz is
expected to:

  (a) advise the New Jersey Debtors of their rights, powers and
      duties as debtors-in-possession in continuing to operate
      and manage their businesses and assets;

  (b) advise the New Jersey Debtors concerning, and assisting in
      the negotiation and documentation of, the use of the
      prepetition lenders' cash collateral;

  (c) review the nature and validity of agreements relating to
      the New Jersey Debtors' businesses and properties and
      advise them in connection to those agreements;

  (d) review the nature and validity of liens asserted against
      the New Jersey Debtors and advise as to the enforceability
      of those liens;

  (e) advise the New Jersey Debtors concerning the actions they
      might take to collect and recover property for the benefit
      of their estates;

  (f) counsel the New Jersey Debtors in their efforts to sell
      all or substantially all their assets and, to the extent
      applicable, in connection with the formulation,
      negotiation and promulgation of a Chapter 11 plan; and

  (g) perform all other legal services for and on behalf of the
      New Jersey Debtors which may be necessary or appropriate
      in the administration of their Chapter 11 cases and
      fulfillment of their duties as debtors-in-possession.

Cole Schotz was retained by the New Jersey Debtors in November
2008 to assist them in the contemplated sale of all or
substantially all their assets pursuant to Section 363 of the
Bankruptcy Code.  As a result, the firm has gained an intimate
knowledge of the New Jersey Debtors' business, financial affairs,
and capital structure.

Michael D. Sirota, Esq., a shareholder of Cole Schotz, disclosed
in his original and supplemental affidavits that his firm
currently represents The Cordish Company in two unrelated gaming,
hospitality and entertainment Chapter 11 cases pending in the
U.S. Bankruptcy Court for the Districts of Delaware and New
Jersey.  He assured the Court that none of the attorneys working
on the Cordish Matters have been or will be involved in the New
Jersey Debtors' Chapter 11 cases.

Cole Schotz also represents or has represented certain parties in
matters unrelated to the New Jersey Debtors' Chapter 11 cases,
including:

    * Eaton Vance Management;

    * Fortress Investment Group;

    * Day International, Inc., and Varn International, Inc.,
      affiliates of Mitsui Sumitomo;

    * UBS Real Estate Investments, Inc., and UBS Real Estate
      Securities, Inc.;

    * Wilmington Trust Company;

    * Blue Cross/Blue Shield;

    * Aon Corporation;

    * Retired Supreme Court justice Gary S. Stein;

    * New Jersey Sports & Exposition Authority; and

    * U.S. Foodservice, Inc.

To the extent any contested matter develops as to NJSEA, Pashman
Stein, P.C., will handle the matter, Mr. Sirota said.

Mr. Sirota noted that before joining Cole Schotz, Marion Quirk
worked at Skadden, Arps, Slate, Meagher & Flom LLP, counsel to
Credit Suisse in its capacity as agent to the prepetition lenders
of Tropicana Las Vegas Resort & Casino, LLC, and Tropicana Las
Vegas Holdings, LLC, for the period from April to June 2008.  Ms.
Quirk had minimal involvement in the prepetition negotiations
regarding the New Jersey Debtors' use of cash collateral.
Moreover, her involvement in those cases ended in June 2008,
before the New Jersey commenced their Chapter 11 proceedings.
Mr. Sirota assured the Court that Ms. Quirk will not be working
on the New Jersey Debtors' bankruptcy cases.

Cole Schotz has not been retained to assist any entity or person
other than the New Jersey Debtors on matters relating to, or in
connection with, these bankruptcy cases, Mr. Sirota assured the
Court.  As the New Jersey Debtors' bankruptcy counsel, Cole
Schotz will not accept any engagement or perform any services in
these Chapter 11 cases for any entity or person other than the
New Jersey Debtors, Mr. Sirota added.

Mr. Sirota informed the Court that during the 90-day period
before the Petition Date, the New Jersey Debtors paid Cole Schotz
an aggregate of $431,737 for contemporaneous services rendered to
and costs incurred by the firm on behalf of the New Jersey
Debtors, all in accordance with the prepetition engagement
agreement between the New Jersey Debtors and the firm and as
approved by the New Jersey Casino Control Commission.  Mr. Sirota
added that on November 24, 2009, in connection with the New
Jersey Debtors' retention of Cole Schotz as restructuring
counsel, the firm was provided a $502,340 retainer to be applied
against services rendered by Cole Schotz after the Petition Date.

Cole Schotz will be paid for it services on an hourly basis at
the firm's current rates, which are:

            Members           $300 to $675
            Associates        $195 to $395
            Paralegals        $150 to $220

Cole Schotz does not hold or represent any interest adverse to
the New Jersey Debtors, their creditors or estates in these
matters, Mr. Sirota maintained.  Cole Schotz is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Sirota assured the Court.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TRW AUTOMOTIVE: JPMorgan, BofA Relax Covenants Under $2.5BB Loan
----------------------------------------------------------------
TRW Automotive Holdings Corp. and its wholly owned subsidiaries,
TRW Automotive Inc. and TRW Automotive Intermediate Holdings
Corp., and certain of the Company's foreign subsidiaries, entered
into a Sixth Amended and Restated Credit Agreement, dated as of
June 24, 2009, with the lenders and JPMorgan Chase Bank, N.A., as
administrative agent, Bank of America, N.A., as syndication agent,
and J.P. Morgan Securities Inc. and Banc of America Securities
LLC, as lead arrangers.

The Sixth Amendment to the $2.5 billion credit facility amends
certain provisions of the Prior Agreement, including the financial
covenants, applicable interest rates and commitment fee rates as
well as certain other covenants applicable to the Company, TAI and
its subsidiaries.  The revised financial covenants, which are
calculated on a trailing four quarter basis, are effective for the
second quarter of 2009 and continue through the third quarter of
2011, after which the financial covenants contained in the Prior
Agreement apply.  During this period, the senior secured leverage
ratio -- which replaces the total leverage ratio -- and the
minimum interest coverage ratio are amended as:

  -- Senior Secured Leverage Ratio

     Test Period (Quarter ended)          Ratio
     ---------------------------          -----
              6/30/2009                 4.00:1.00
              9/30/2009                 6.50:1.00
             12/31/2009                 6.75:1.00
              3/31/2010                 5.90:1.00
              6/30/2010                 4.50:1.00
              9/30/2010                 3.50:1.00
             12/31/2010                 2.85:1.00
              3/31/2011                 2.75:1.00
              6/30/2011                 2.50:1.00
              9/30/2011                 2.50:1.00

  -- Minimum Interest Coverage Ratio

     Test Period (Quarter ended)          Ratio
     ---------------------------          -----
              6/30/2009                 1.60:1.00
              9/30/2009                 1.05:1.00
             12/31/2009                 1.10:1.00
              3/31/2010                 1.30:1.00
              6/30/2010                 1.70:1.00
              9/30/2010                 2.25:1.00
             12/31/2010                 2.70:1.00
              3/31/2011                 2.55:1.00
              6/30/2011                 3.25:1.00
              9/30/2011                 3.25:1.00

The Company sought the amendment in response to the current
industry conditions including the unprecedented decline in global
vehicle production.

The Company expects to incur charges, including lender consent
fees, relating to the transaction totaling roughly $29 million.

According to Bloomberg, JPMorgan raised TRW to "overweight" from
"neutral" after lenders agreed to ease some financial covenants.
Bloomberg said June 29 that TRW surged the most since April after
the upgrade.

                        About TRW Automotive

With 2008 sales of $15.0 billion, TRW Automotive ranks among the
world's leading automotive suppliers.  Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, operates in
26 countries and employs approximately 61,000 people worldwide.
TRW Automotive products include integrated vehicle control and
driver assist systems, braking systems, steering systems,
suspension systems, occupant safety systems (seat belts and
airbags), electronics, engine components, fastening systems and
aftermarket replacement parts and services.


UCBH HOLDINGS: Fitch Downgrades Issuer Default Rating to 'B+'
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of UCBH Holdings, Inc. and its bank subsidiary, United Commercial
Bank, to 'B+' and 'BB-', respectively.  The ratings remain on
Rating Watch Negative.  A full list of ratings appears at the end
of this release.

The downgrade reflects the magnitude of credit deterioration in
UCBH's loan book to date, as well as Fitch's expectation for a
continued decline in asset quality.  Fitch anticipates that loss
rates will remain elevated given the company's exposure to
commercial real estate, particularly its construction portfolio in
the distressed real estate markets of California and Nevada.  The
rating action also considers UCBH's weak tangible common equity
position relative to its significant exposure to commercial real
estate.  While regulatory capital ratios remain above well
capitalized standards, it is largely due to the significant amount
of preferred securities in the capital structure.  Further, the
identified material weakness in internal controls regarding the
misstatement of the loan loss allowance raises questions regarding
the adequacy of UCBH's loan loss reserve in light of the
deterioration of credit quality.

The Negative Watch considers the likelihood of further credit
deterioration beyond the expectations incorporated in the rating
action, which would further stress the company's earnings and
threaten its capital base.  Fitch is looking for a stabilization
in credit quality and for UCBH to sufficiently augment its capital
position, given its credit challenges.  To that end, UCBH has been
in discussions with China Minsheng Bank for some time regarding a
third stage investment in the company, which should aid capital
levels.  Upon consummation of a third stage investment, China
Minsheng Bank would hold a 20% stake in UCBH.  Currently, China
Minsheng Bank is a 9.9% owner.  However, Fitch would anticipate
UCBH pursuing other capital raising initiatives.

Fitch assigns Recovery Ratings to individual security issues where
the IDR of the issuer is rated in the single-B or below category.
As such, Fitch has assigned a Recovery Rating of 'RR6' to the
preferred and trust preferred securities of UCBH, which implies
recovery between 0%-10% on these securities in the event of
failure or default by the issuer.

UCBH is a $13 billion banking company headquartered in San
Francisco with domestic operations in Atlanta, Boston, Houston,
New York City and Seattle, and a growing presence in the greater
China region.  UCBH focuses on servicing the major Asian
communities in the U.S.

Fitch has downgraded these ratings:

UCBH Holdings, Inc.

  -- Long-term IDR to 'B+' from 'BB'; on Rating Watch Negative;
  -- Preferred Stock to 'CCC/RR6' from 'B+';
  -- Individual to 'D' from 'C/D'; on Rating Watch Negative.

United Commercial Bank

  -- Long-term IDR to 'BB-' from 'BB+'; on Rating Watch Negative;

  -- Long-term Deposits to 'BB' from 'BBB-'; on Rating Watch
     Negative;

  -- Short-term Deposits to 'B' from 'F3'; on Rating Watch
     Negative;

  -- Individual to 'D' from 'C/D'; on Rating Watch Negative.

UCBH Trust Co.
UCBH Capital Trust I
UCBH Capital Trust II
UCBH Capital Trust III
UCBH Capital Trust IV
UCBH Capital Trust V
UCBH Holdings Statutory Trust I
UCBH Holdings Statutory Trust II

  -- Trust Preferred Securities to 'CCC/RR6' from 'B+'.

These ratings remain on Negative Watch:

UCBH Holdings, Inc.
United Commercial Bank

  -- Short-term IDR 'B'.

Fitch has affirmed these ratings:

UCBH Holdings, Inc.
United Commercial Bank

  -- Support at '5';
  -- Floor at 'NF'.


UNITED AIR: Moody's Assigns 'B2' Rating on $175 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the planned new
issue of $175 million of senior secured notes due July 2012 of
United Air Lines, Inc.  Moody's is maintaining its other ratings
for United and its parent UAL Corporation, including the Caa1
Corporate Family and Probability of Default ratings and the SGL-3
Speculative Grade Liquidity rating.  The outlook is negative.

The B2 rating reflects Moody's opinion that the transaction's
structure provides for a significant level of collateral support
for the Notes and that a sizeable portion of the pool of aircraft
spare parts are subject to the protections of Section 1110 of
Title 11 of the United States Code (the "Code").  These
characteristics caused Moody's to apply an override of one notch
above the B3 senior secured rating that resulted from applying
Moody's Loss Given Default rating methodology, notwithstanding
UAL's Caa1 corporate family rating.  Moody's assigned a 32-LGD3
loss given default assessment to the Notes.

The Note rating also benefits from the perception of a high
probability that United would affirm this spare parts financing in
the event of a bankruptcy.  Ongoing access to aircraft spare parts
is critical for an airline to continue flight operations since FAA
operating certification requires a readily available base of
aircraft spare parts.  The rejection of this spare parts financing
would likely be highly disruptive to United's ability to continue
flight operations during a reorganization proceeding.  Based on
the valuations provided for the collateral pool, Moody's
anticipates that even in the event of a rejection of the
financing, the recoverable value of the Section 1110 collateral
pool would facilitate a full recovery, even at a significant
discount to the appraised value.

The Notes will be secured by all of United's aircraft spare parts
("spare parts") located in the U.S., subject to certain
exclusions.  The Notes' indenture provides for three mortgages;
the first (or A mortgage) provides protections of Section 1110 of
Title 11 of the United States Code (the "Code"); the second (or B
mortgage) covers the non-1110 portion of the collateral and the
third (or C mortgage) is in place in the event United is required
to contribute additional collateral to cure non-compliance with
certain collateral maintenance covenants and does so by
contributing one or more Section 1110 eligible aircraft or
engines.  According to the June 2009 appraisal provided by SH&E,
approximately $250 million, or about 43% of the $583 million
current appraised market value of United's spare parts, are
Section 1110 eligible.  The bulk of this pool comprises parts for
the Boeing 777 or Airbus A319/320 aircraft and the 4000 series of
Pratt and Whitney engines.  The indenture also places limits on
the amount and time that cash, which is not subject to Section
1110 protections, may be used to cure a collateral deficiency.
Unlike what is typical of other Section 1110 financings, there
will not be a liquidity facility supporting this transaction.

The Caa1 corporate family rating of UAL reflects the company's
weak financial position, which likely requires many quarters of
more favorable fundamentals to reverse.  Passenger travel demand
remains muted, in particular for premium business travel that is
served by the mainline carriers such as United and on
international routes more than on domestic routes.  Moody's
believe that higher than planned industry capacity reductions
could be required to fully offset any further declines in revenue
passenger miles, to support margins and operating cash flows.
United's non-fuel cost structure is relatively high, given its
high average fleet age and overhead costs from airports served,
such as London Heathrow.  While United has some ability to reduce
costs, Moody's do not expect these to fully offset the decline in
unit revenues.  Supporting the ratings are the company's
relatively light forward cash demands, as it is not expected to
take any new aircraft, at least over the near term, and debt
maturities are modest.  United also recently lowered its guidance
for ex-fuel CASM growth in 2009, reflecting its ability to achieve
some meaningful cost reductions.  With about $2.5 billion of
unrestricted cash at March 31, 2009 and adequate cushion under
financial covenants, liquidity is adequate.

The negative outlook considers the negative effects of the ongoing
weak demand environment, which is disproportionately affecting
international booking volumes, particularly in forward cabins, and
pressuring yields.  The current environment complicates United's
ability to restore sustained positive operating cash flows.  The
ratings could be lowered if United is unable to stem operating
losses or if unrestricted cash falls below $2 billion.  The rating
outlook could be stabilized with demonstrated improvements in
operating results including ongoing generation of meaningfully
positive free cash flow, and if unrestricted cash is sustained
above $3.5 billion.

The last rating action was on July 18, 2008 when the CFR was
changed to Caa1.

Assignments:

Issuer: United Air Lines, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned 32 - LGD3, B2

UAL Corp., headquartered in Chicago, Illinois is the parent of
United Air Lines, Inc., one of the largest air carriers in the
world.


UNITED AIR: S&P Assigns 'B+' Rating on $175 Mil. Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that on June 22, 2009, it
assigned its 'B+' rating to United Air Lines Inc.'s $175 million
secured notes due 2012, two notches higher than United's corporate
credit rating.  S&P also assigned a '1' recovery rating,
indicating expectations of very high (90%-100%) recovery in the
event of default.

"We base the 'B+' rating on the notes on the credit of United Air
Lines, the strategic importance of the aircraft spare parts that
collateralize the notes in any bankruptcy reorganization, and
substantial overcollateralization, which S&P feel together make a
very high recovery in any bankruptcy likely," said Standard &
Poor's Ratings Services credit analyst Betsy R. Snyder.  The spare
parts securing the notes have an initial appraised current market
value of $583 million, and the secured notes a loan-to-value of
30%.

Compared with aircraft-backed debt, the secured notes being rated
benefit from spare parts' relatively stable values over time, a
lower risk of obsolescence, and from the fact that the collateral
would be crucial to any United bankruptcy reorganization.  S&P
believes that this could give noteholders a strong bargaining
position in negotiations with United in any bankruptcy.  Drawbacks
to spare parts financings include the inherent difficulty of
tracking a pool of assets that turns over, the fact that (absent
replenishment with new inventory) collateral coverage could change
in a short period due to normal operational use of spares, and
that it would very likely take longer and be more costly to sell a
large pool of repossessed spares, than to sell aircraft.  The
secured notes have covenants that set minimum levels of collateral
coverage and require United to pay down debt or add new collateral
to comply.

S&P bases its 'B-' corporate credit ratings on United and UAL
Corp. on the airline's participation in the competitive, cyclical,
and capital-intensive U.S. airline industry, on near-term earnings
pressures from the global recession and high fuel prices, and on a
highly leveraged financial profile.  The ratings also reflect
United's strong route system and financial and cost improvement it
achieved in its bankruptcy reorganization.  The rating outlook is
negative.  This reflects S&P's concern that a weak global economy
could cause further declines in passenger revenues and losses that
would erode UAL's liquidity.  If unrestricted cash and short-term
investments fall below $2.5 billion and S&P believes that
situation will persist, S&P could lower ratings.

                           Ratings List

                       United Air Lines Inc.

           Corp. credit rating            B-/Negative/--

                       New Ratings Assigned

            $175 million secured notes due 2012      B+
             Recovery rating                         1


UPPER VALLEY INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Upper Valley Investments, LLC
        3015 West 4000 South
        Ogden, UT 84401

Bankruptcy Case No.: 09-26147

Chapter 11 Petition Date: June 26, 2009

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

Judge: Judith A. Boulden

Debtor's Counsel: Rocky D. Crofts, Esq.
                  Law Office of Rocky D Crofts, PC
                  5434 South Freeway Park Drive
                  Riverdale, UT 84405
                  Tel: (801) 614-5111

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

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

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


US WEB: Wants Case Dismissed; Says Company Can't be Rehabilitated
-----------------------------------------------------------------
US Web Inc. asks the U.S. Bankruptcy Court for the District of New
York to dismiss its Chapter 11 case pursuant to section 1112 of
the Bankruptcy Code.

The Debtor tells the Court that they have liquidated substantially
al of their assets, including its equipment and miscellaneous
furniture and fixtures, and that is appears they will be unable to
pay secured creditors in full.  In view of this, the Debtors state
that there is no likelihood at all of rehabilitation of their
operations or its reorganization as a going concern.

Huntington, New York-based US Web, Inc., produces a variety of
direct-response materials, including sheetfed and continuous
forms, publication insert cards, postcards, mailers, brochures and
more.

On August 18, 2008, US Web filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 08-74421).  Lori K. Sapir,
Esq., at Sills Cummis & Gross P.C., represents the Debtor in its
restructuring efforts.  Scott Cargill, Esq., at Lowenstein Sandler
PC, represents the official committee of unsecured creditors as
counsel.  In its filing, the Debtor listed between $10 million and
$50 million each in assets and debts.

In January 2009, the Debtor ceased its business operations and at
the present time, the Debtor employs approximately 5 people to
manage its finances, equipment and premises.


VEYANCE TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Fairlawn, Ohio-based Veyance Technologies Inc.,
including the corporate credit rating, to 'B-' from 'B'.  The
outlook is negative.

The downgrade reflects S&P's expectation that operating conditions
will remain challenging and leverage will continue to be outside
of S&P's expectations in the near term.  S&P believes that the
combination of weak earnings and Veyance's highly leveraged
capital structure could constrain cash flow generation, which
could lead to pressure on liquidity in the next 12 months to 18
months.

The ratings reflect the firm's highly leveraged capital structure
and weak business profile as a global manufacturer of rubber and
thermoplastic products.  Veyance develops, manufactures, and sells
industry-leading standardized and engineered rubber products for
industrial (about 73% of revenues for the 12 months ended Dec. 31,
2008), consumer (11%), transportation original equipment (OE; 9%),
and military (9%) applications.

"We could lower the ratings if the likelihood of Veyance breaching
its leverage covenant increases or if its liquidity position
otherwise deteriorates," said Standard & Poor's credit analyst
Sarah Wyeth.  For instance, S&P could lower the ratings if recent
restructuring efforts do not offset lower volumes and pricing
pressure, resulting in an EBITDA decline of about 10% and limited
headroom under the company's leverage covenant as it steps down.

"Alternatively, if the company's restructuring efforts more than
offset volume decline and if the company can reduce working
capital and pay down debt, allowing sufficient headroom under its
revolver, S&P could revise the outlook to stable," she continued.

Bloomberg's Bill Rochelle notes that the new S&P rating at B- is
one notch higher than the demotion issued four days earlier by
Moody's Investors Service.  Veyance took on $1.1 billion in debt
on being acquired by
Carlyle Group, Moody's said.  Like S&P, Moody's believes the
business is sound and liquidity adequate.


VIASPACE INC: Amends Securities Purchase Agreement with Chang
-------------------------------------------------------------
VIASPACE Inc. and its majority-owned subsidiary, VIASPACE Green
Energy Inc., a British Virgin Islands international business
company, on June 22, 2009, entered into an Amendment to a
Securities Purchase Agreement that was originally entered into on
October 21, 2008 with Sung Hsien Chang, an individual, and China
Gate Technology Co., Ltd., a Brunei Darussalam company.

A full-text copy of the Amendment to Securities Purchase Agreement
is available at no charge at http://ResearchArchives.com/t/s?3e69

Under the Purchase Agreement, VGE would acquire 100% of Inter-
Pacific Arts Corp., a British Virgin Islands international
business company, and the entire equity interest of Guangzhou
Inter-Pacific Arts Corp., a Chinese wholly owned foreign
enterprise registered in Guangdong province from Chang, the sole
shareholder of IPA BVI and IPA China.  In exchange, VIASPACE
agreed to pay a combination of cash, and newly issued shares of
VIASPACE and VGE stock.

IPA BVI and IPA China specialize in the manufacturing of high
quality, copyrighted, framed artwork sold in U.S. retail chain
stores.  IPA China also has a license to grow and sell a new fast-
growing hybrid grass to be used for production of biofuels and as
feed for livestock.

The acquisition of IPA BVI and IPA China was to be completed
through two closings.  At the first closing which took place on
October 21, 2008, VGE issued newly-issued shares to Chang and his
designees and VIASPACE issued shares of its common stock to Chang
and Licensor.  Chang delivered 70% of the outstanding common stock
of IPA BVI.

The second closing was scheduled to be held within 240 days after
the first closing or June 21, 2009.  The Amendment extends the
Second Closing to August 21, 2009.  At the Second Closing, the
Registrant is to pay $4.8 million plus Interest since the First
Closing, in cash to Chang.  Interest on the Cash Consideration
shall accrue at 6% for the first six months after the First
Closing, and then 18% until June 10, 2009, and then an annual rate
of 6%. As of the Second Closing, VIASPACE will also issue 1.8% of
its then outstanding shares of common stock to Licensor and Chang
shall deliver the remaining 30% of the outstanding shares of IPA
BVI to VGE.

In the event that the Second Closing does not occur by August 21,
2009, the Purchase Agreement shall automatically terminate and all
stock certificates delivered at First Closing shall be returned.

If the Second Closing does not occur although most of the
Registrants' closing conditions have been satisfied, then Chang
may receive additional VGE shares or retain VIASPACE shares as
follows: if the VGE stock is listed on a trading market, then
VIASPACE shall transfer to Chang all the VGE shares.  If the VGE
stock is not listed on a trading market, then Chang shall retain
VIASPACE Shares instead of returning them to VIASPACE.

As required by the Purchase Agreement, VGE filed a Form S-1
Registration Statement with the Securities and Exchange Commission
on June 3, 2009 covering the resale of all or such maximum portion
of VGE common stock issued pursuant to the Purchase Agreement as
permitted by SEC regulations.  The Amendment extends until August
21, 2009, the date that VGE shall use its best efforts to qualify
its Common Stock for quotation on a trading market.

Provided that the Second Closing has occurred, if VGE common stock
is not listed on a trading market by August 21, 2009, then
VIASPACE will issue to Chang the number of shares of its common
stock equivalent to US$5,600,000.  In exchange, Chang shall return
all shares of VGE common stock it received pursuant to the
Purchase Agreement to VIASPACE.

VIASPACE Inc. is a renewable and alternative energy company with a
global reach and a framed artwork manufacturing company.  VIASPACE
grows a proprietary, fast-growing grass (initially in China) for
low carbon liquid biofuels for transportation; as a green
substitute for all or a portion of the coal in electricity
generating power plants, and as animal feed.  VIASPACE also
produces disposable fuel cartridges that provide the energy source
for notebook computers and cell phones powered by fuel cells.
VIASPACE also has a subsidiary that manufactures quality framed
artwork sold to retailers in the U.S.  VIASPACE is based in
California with business activities in China, Korea and Japan.

The Company's auditors has issued a going concern audit opinion
which raised doubt about the Company's ability to continue as a
going concern and fund cash requirements for operations through
March 31, 2010.  Beginning in the fourth quarter of 2008, the
Company has made major changes to address this issue including
laying off certain of its staff to reduce operating expenses and
selling non-core and as yet non-profitable business units.  The
Company is now focused primarily on three main business units
including the fuel cell business, grass business and framed-
artwork business.  During 2009, management of the Company is
focused on completing the second closing of an IPA transaction
which requires a $4.8 million payment to Sung Chang.  If the
second closing is accomplished, management believes the Company
will be able to continue as a going concern with no immediate need
for additional outside financing.

At March 31, 2009, the Company had $18,630,000 in total assets,
$5,983,000 in total liabilities, and $30,655,000 in accumulated
deficit.


VITERRA INC: Moody's Assigns 'Ba1' Rating on C$300 Million Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Viterra, Inc.'s
proposed C$300 million in notes.  Viterra's Ba1 Corporate Family
Rating and other ratings were affirmed.  Proceeds from the
proposed notes are to be used for general corporate purposes.  The
proposed notes would rank pari passu with all of Viterra's
existing and future secured indebtedness other than its revolving
credit facility.  The assignment of Ba1 rating to the proposed
senior notes is contingent on the completion of the debt issuance
as proposed; furthermore, the rating of the proposed notes will be
placed under review for possible downgrade pending completion of
the proposed acquisition of ABB Grain Ltd. by Viterra in a
friendly transaction.  Viterra's Speculative Grade Liquidity
Rating of SGL-2 indicating a good liquidity profile over the next
12 months was also affirmed.

Moody's maintains the review for possible downgrade on Viterra's
Ba1 CFR and other debt ratings.  The review, initiated on May 19,
2009, was prompted by the proposed acquisition of ABB, valued at
approximately A$1.6 billion (C$1.4 billion).  Consideration is
comprised of several options that offer ABB shareholders
combination of cash and shares, including a special dividend to be
paid by ABB its shareholders.  With significant cash on hand from
operations and various equity offerings Viterra has pre-funded a
considerable portion of the probable cash consideration for the
acquisition, but the ultimate mix of cash and shares has yet to be
finalized.

The acquisition is subject to satisfaction of a number of
customary closing conditions, including the receipt of required
regulatory approvals and court approvals, as well as the approval
of ABB shareholders.  Regulatory approvals include approval by the
New Zealand Overseas Investment Office and TSX (and ASX) in
respect of the issue of new shares (and CDIs) under the offer by
Viterra.  The Implementation Agreement also contains certain terms
usual for a transaction of this nature including no shop and no
talk provisions, mutual break fees, as well as providing Viterra
the right to match a competing proposal, if any.

The ongoing review will focus on the final financing arrangements
for the proposed acquisition, (specifically focusing on the choice
of ABB shareholders of a mix of cash versus shares), including
altered terms if any, the strategic fit of the two companies,
regulatory approvals, and the level of cash flow that can be
generated to reduce debt, if needed, in a reasonable fashion given
the cyclicality and price volatility of the company's agricultural
products.  However if the transaction goes forward as has been
proposed it is very likely that Viterra's existing ratings would
be confirmed.  Viterra has indicated that it anticipates
generating roughly Canadian $30 million in synergies by 2011.  The
likelihood of and time frame in which these synergies can be
achieved will also be considered under the review.  In addition
the Ba1 ratings reflect the growth aspirations of Viterra
management and the review will incorporate a determination of the
financial impact of future acquisition activity.

Ratings affirmed and remaining under review:

Issuer: Viterra Inc.

* Probability of Default Rating - Ba1
* Corporate Family Rating- Ba1
* Senior Unsecured Notes- Ba1 -- LGD4 56%

Ratings Assigned and under review:

* Proposed Senior Notes due 2016- Ba1 -- LGD4 56%

Moody's most recent announcements concerning the ratings for
Viterra was on September 12, 2008, when the initial Ba1 ratings
were assigned and the May 19, 2009 Review for Possible Downgrade
as a result of the announced ABB acquisition.

Viterra Inc., formerly known as Saskatchewan Wheat Pool Inc., is
headquartered in Regina, Saskatchewan, and is the largest grain
handler in Canada.  The Viterra entity was formed on May 29, 2007
after the acquisition of Agricore United by Saskatchewan Wheat
Pool.  Viterra operates through five business segments; Grain
Handling and Marketing, Agri-Products, Agri-Food Processing,
Livestock Feed and Services, and Financial Products, but derives
the majority of their income through the Grain Handling and
Marketing and Agri-Products business segment.  Revenues were
C$6.9 billion for the 12 month period ending second-quarter
April 30, 2009.


WIRELESS AGE: In Talks to Buy Rights to Plasma Gasification
-----------------------------------------------------------
Wireless Age Communications, Inc., said that following the
disposal of all of the assets of its subsidiaries Wireless Age
Communications Ltd. and Wireless Source Distribution Ltd. and
while progress is being made with the finalization of the
bankruptcy proceedings of the entities, the Company has begun to
negotiate the acquisition of certain rights to plasma gasification
opportunities in North America.

Plasma gasification is an energy recovery process based on
conversion technology with high energy output and best-of-class
environmental performance.  The counter-party to the negotiations
is a development company with strategic investments in various
global energy projects and to date its development holdings are
based on a focused model and project design:

   -- Energy recovery from plasma enhanced gasification;
   -- Electricity sales in long-term power purchase agreements;
   -- Tipping fee revenue.

The projected commercial implications of these exclusive plasma
gasification development opportunities are based on long-term
power purchase agreements (certainty of long-term revenue) and
long-term feedstock arrangements (contracts for municipal solid
waste).

The counter-party has implemented exclusive developer agreements
for multiple energy recovery facilities in Canada and has also
been pursuing renewable energy development ventures in the United
States.

John G. Simmonds, CEO of Wireless Age stated; "It is now time to
start talking about the rebirth of the Company. The global
financial crisis and the events forced upon us by our former
business partners earlier this year have made negotiating a go-
forward plan long, slow and arduous.  However, we believe that we
are far enough down the road to make some of our intentions
public.  We believe that renewable energy opportunities may be
financed and developed even during these difficult times.  Our
mandate is to define the parameters of these opportunities, to
assemble a new team and to restore the Company to a stronger
trading platform.  Although it will take some time, we believe
that eventually confidence will be restored and remaining
shareholders will be rewarded for their patience."

As reported by the Troubled Company Reporter on April 29, 2009,
the receiver for Wireless Age signed a deal to sell the assets in
Manitoba and Saskatchewan.  The Saskatchewan assets of Wireless
Communications and the assets of Wireless Source will be sold to
IM Wireless Ltd. for C$7 million.  Wireless Communications'
Manitoba assets would be sold to MTS Allstream Inc. and 4L
Communications Inc. for C$115,000.

SaskTel served Wireless Communications and Wireless Source with
notice under the Bankruptcy and Insolvency Act in January 2009 and
secured a court order to appoint an interim receiver.

The receiver expected C$7.65 million to be available after closing
with C$1.25 million available for unsecured creditors, before the
receiver's fees and after repayment of C$6.4 million to SaskTel.

                        About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) --
http://www.thewirelessage.com/-- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The Company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.


YELLOWSTONE CLUB: Founder Wants Plan Stayed Pending Appeal
----------------------------------------------------------
Yellowstone Mountain Club LLC founder Timothy Blixseth asks the
U.S. Bankruptcy Court for the District of Montana to stay
consummation of the Company's Chapter 11 plan of reorganization
pending his appeal on the confirmation order.  He also submits
that his former wife Edra Blixseth, who took over management of
the Company as part of a divorce settlement, was acting in bad
faith.

As reported by the Troubled Company Reporter on June 5, 2009, the
Bankruptcy Court entered an order confirming The Yellowstone
Club's Chapter 11 Plan of Reorganization.  Under the Plan,
CrossHarbor Capital Partners, LLC, a commercial real estate
investment, will acquire the equity ownership interests in the
reorganized Club.  Upon completion of the transaction,
CrossHarbor, together with Discovery Land Company LLC, will manage
and develop the private, world class ski and golf resort.
Additionally, a $15 million fund will be established by
CrossHarbor to ensure payment to local trade and other creditors
of the Club, and it is anticipated that the allowed claims of all
or substantially all general unsecured creditors will be paid in
full.

                      About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for
Chapter 11 on November 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate Edra D. Blixseth, filed for
Chapter 11 on March 27, 2009 (Case No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.  The
Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO.
The official committee of unsecured creditors in the case are
represented by J. Thomas Beckett, Esq., and David P. Billings,
Esq., at Parsons, Behle and Latimer, as counsel, and James H.
Cossitt, Esq., at local counsel.  Credit Suisse, the prepetition
first lien lender, is represented by Skadden, Arps, Slate, Meagher
& Flom.


* High-Yield Corporate Bond Risk Increases in U.S.
--------------------------------------------------
Shannon D. Harrington at Bloomberg News reported June 26, that the
cost to protect against a default on junk bonds rose in the U.S.,
tracking a decline in stocks as a government report showed
Americans are saving at the highest rate in 15 years.

The price of the Markit CDX North America High Yield Index Series
12, which falls as the cost of protecting non-investment grade
corporate bonds increases, declined 0.5 percentage point to 82.75
percent of face value as of 3:59 p.m. in New York June 26, Ms.
Harrington said, citing prices from broker Phoenix Partners Group
and CMA DataVision.

The index, according to Bloomberg, allows investors to speculate
on the debt of 100 companies with below-investment grade ratings
or to hedge against losses.

Ms. Harrington relates the index has declined 3.25 percentage
points the past two weeks, even after traders removed Visteon
Corp., the auto-parts makers that filed for bankruptcy protection
last month.  Mutual funds invested in high-yield debt, not
including exchange-traded funds, had the first outflows this week
in more than three months.


* Home Mortgages Market Revived by JPM and Citigroup
----------------------------------------------------
Jody Shenn at Bloomberg News reports that JPMorgan Chase & Co. and
Citigroup Inc. are helping revive a market that shriveled amid a
three-year jump in homeowner defaults by expanding in "jumbo"
mortgages used to buy the most expensive homes.

Citigroup has resumed offering jumbo loans through independent
mortgage brokers while JPMorgan again is buying new jumbo loans
made by other lenders, the companies' spokespersons said,
according to the report.

According to Bloomberg, the two New York-based banks are signaling
new interest in a market hobbled since 2007, when record-breaking
defaults on home loans caused investors to flee securities backed
by mortgages.  With the recession sapping demand for new consumer
and corporate loans, lenders are competing harder for creditworthy
customers, said Harry Davis, banking professor at Appalachian
State University in Boone, North Carolina.


* Jones Walker Top-Ranked in 2009 Chambers USA
----------------------------------------------
Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P.
reports top rankings in the 2009 edition of "Chambers USA --
America's Leading Lawyers for Business."

For the third consecutive year, Jones Walker said it is the only
law firm in the state of Louisiana to be ranked in the first band
-- the top tier -- in each of the nine areas of practice Chambers
USA covers in Louisiana.  The firm received first-band rankings in
the practice areas of Banking & Finance, Bankruptcy/Restructuring,
Corporate/M&A, Energy & Natural Resources, Environment, Gaming &
Licensing, Labor & Employment, Litigation: General Commercial, and
Real Estate.

Additionally, Jones Walker received a second-tier ranking in the
area of Banking & Finance in the state of Alabama.

This year, 24 Jones Walker attorneys were also recognized for
their excellence in specific areas of law, with one attorney also
recognized in the Chambers Global Guide:

    H. Mark Adams - Labor & Employment (La.)

    Jennifer L. Anderson - Labor & Employment (La.)

    Edward Hart Bergin - Energy & Natural Resources:
    Utilities (La.)

    John J. Broders - Energy & Natural Resources: Marine
    Finance (La.)

    Robert R. Casey - Corporate/M&A: Tax (La.)

    Michael A. Chernekoff - Environment (La.)

    J. Kelly Duncan - Gaming & Licensing (La.) Mr. Duncan is
    also listed among the world's top gaming attorneys in the 2009
    edition of Chambers Global Guide. He is one of only nine
    gaming attorneys from the United States listed in this
    publication as a notable practitioner in the area of Gaming &
    Gambling.

    Elizabeth (Lisa) J. Futrell - Bankruptcy/Restructuring (La.)

    H. Hughes Grehan - Banking & Finance (La.)

    Harry Simms Hardin, III - Litigation: General Commercial (La.)

    Pauline F. Hardin - Litigation: White-Collar Crime &
    Government Investigations (La.)

    Curtis R. Hearn - Corporate/M&A (La.)

    Cornelius R. Heusel - Labor & Employment (La.)

    Charles A. Landry - Real Estate (La.)

    F. Rivers Lelong, Jr. - Banking & Finance (La.)

    Sidney F. Lewis, V - Labor & Employment (La.)

    Thomas M. Nosewicz - Environment (La.)

    J. Marshall Page, III - Banking & Finance (La.)

    Thomas Y. Roberson, Jr. - Banking & Finance (La.)

    Carl D. Rosenblum - Energy & Natural Resources: Oil & Gas
    (La.)

    Dionne M. Rousseau - Corporate/M&A (La.)

    R. Patrick Vance - Bankruptcy/Restructuring and
    Litigation: General Commercial (La.)

    Robert B. Worley, Jr. - Labor & Employment (La.)

    Richard A. Wright - Banking & Finance (Ala.)

Chambers USA rankings list law firms and attorneys in six bands,
with the first band being the highest ranking a firm or attorney
can receive.  In addition to being published in the Chambers USA
guide, Jones Walker's rankings are published online on the
Chambers and Partners Web site.  Chambers and Partners has
published its highly regarded legal guides since 1969, relying on
research and interviews to rank firms and attorneys. Chambers USA
selects attorneys and law firms for inclusion in its rankings on
the basis of submissions by legal practices, interviews, research,
and database resources.

Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P. --
http://www.joneswalker.com/-- provides a range of legal services
to a national and international corporate client base through
offices in Alabama, Arizona, the District of Columbia, Florida,
Georgia, Louisiana, and Texas.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                            Total
                                           Share-      Total
                                  Total  Holders'    Working
                                 Assets    Equity    Capital
Company            Ticker        ($MM)     ($MM)      ($MM)
-------            ------       ------   -------    -------
ABSOLUTE SOFTWRE    ABT CN           107       (7)        24
ACCO BRANDS CORP    ABD US          1199       (1)       179
AFC ENTERPRISES     AFCE US          131      (33)         2
AMER AXLE & MFG     AXL US          2072     (452)        64
AMR CORP            AMR US         24518   (3,108)    (3,545)
ARBITRON INC        ARB US           189       (3)       (22)
ARRAY BIOPHARMA     ARRY US          108      (54)        31
ARVINMERITOR INC    ARM US          2873     (719)       278
AUTOZONE INC        AZO US          5296      (45)      (527)
AVATAR HOLDINGS     AVTR US          585        0       N.A.
BLOUNT INTL         BLT US           499      (43)       175
BOARDWALK REAL E    BEI-U CN        2318       (5)      N.A.
BOARDWALK REAL E    BOWFF US        2318       (5)      N.A.
BOEING CO           BA US          55339     (509)    (2,160)
BOEING CO           BAB BB         55339     (509)    (2,160)
BRIGHAM EXPLOR      BEXP US          365        2         17
BURCON NUTRASCIE    BU CN              4        3          2
CABLEVISION SYS     CVC US          9551   (5,349)      (367)
CARDTRONICS INC     CATM US          468      (22)       (33)
CENTENNIAL COMM     CYCL US         1413     (992)       148
CENVEO INC          CVO US          1501     (221)       163
CHENIERE ENERGY     CQP US          1975     (408)        79
CHENIERE ENERGY     LNG US          2892     (444)       278
CHOICE HOTELS       CHH US           333     (146)       (10)
CLOROX CO           CLX US          4464     (309)      (866)
CYTORI THERAPEUT    CYTX US           27       (5)        12
DELTEK INC          PROJ US          191      (48)        42
DISH NETWORK-A      DISH US         7063   (1,666)      (422)
DOMINO'S PIZZA      DPZ US           473   (1,396)        99
DUN & BRADSTREET    DNB US          1614     (785)      (176)
EMBARQ CORP         EQ US           8050     (527)      (163)
ENERGY COMPOSITE    ENCC US            0        0          0
EPICEPT CORP        EPCT SS           12       (5)         4
EXELIXIS INC        EXEL US          355      (88)        53
EXTENDICARE REAL    EXE-U CN        1833      (51)        98
FORD MOTOR CO       F US          207270  (16,476)    12,631
FORD MOTOR CO       F BB          207270  (16,476)    12,631
FX ENERGY INC       FXEN US           38        7          7
GARTNER INC         IT US            948        4       (223)
GENTEK INC          GETI US          430       (8)       102
GLG PARTNERS INC    GLG US           345     (382)       101
GLG PARTNERS-UTS    GLG/U US         345     (382)       101
GOLD RESOURCE CO    GORO US            9        9          7
HALOZYME THERAPE    HALO US           68        3         52
HEALTHSOUTH CORP    HLS US          1921     (656)       (53)
HERMAN MILLER       MLHR US          767        8        242
HOLLY ENERGY PAR    HEP US           469        0         (6)
IDENIX PHARM        IDIX US           96        9         50
IMAX CORP           IMX CN           226      (98)        19
IMAX CORP           IMAX US          226      (98)        19
IMS HEALTH INC      RX US           2026        4        328
INCYTE CORP         INCY US          189     (256)       123
INTERMUNE INC       ITMN US          193      (82)       121
IPCS INC            IPCS US          545      (41)        62
ISTA PHARMACEUTI    ISTA US           82      (17)        31
JOHN BEAN TECH      JBT US           559       (6)        78
JUST ENERGY INCO    JE-U CN          535     (692)      (358)
KNOLOGY INC         KNOL US          635      (52)        25
LINEAR TECH CORP    LLTC US         1491     (288)       995
LIONS GATE          LGF US          1667       (8)      (819)
MAP PHARMACEUTIC    MAPP US           78        4         32
MAXLIFE FUND COR    MXFD US            0        0          0
MEAD JOHNSON-A      MJN US          1707     (897)       380
MEDIACOM COMM-A     MCCC US         3700     (463)      (281)
MEDIVATION INC      MDVN US          211        0        128
MESABI TRUST        MSB US             7        0          0
MODAVOX INC         MDVX US            6        4          0
MOODY'S CORP        MCO US          1802     (919)      (482)
NATIONAL CINEMED    NCMI US          604     (514)        89
NAVISTAR INTL       NAV US          9656   (1,447)     1,784
NPS PHARM INC       NPSP US          200     (225)        87
OCH-ZIFF CAPIT-A    OZM US          1821     (177)      N.A.
OVERSTOCK.COM       OSTK US          136       (4)        33
PALM INC            PALM US          643     (108)        11
PDL BIOPHARMA IN    PDLI US          219     (422)        79
PERMIAN BASIN       PBT US            10        0          9
PETROALGAE INC      PALG US            5      (23)        (7)
PML INC             PMLN US            6        2          0
POTLATCH CORP       PCH US           917        0       N.A.
QWEST COMMUNICAT    Q US           19711   (1,164)      (344)
RASER TECHNOLOGI    RZ US            184        7        (58)
REGAL ENTERTAI-A    RGC US          2563     (246)       (78)
RENAISSANCE LEA     RLRN US           52       (3)       (11)
REVLON INC-A        REV US           784   (1,095)       103
SALLY BEAUTY HOL    SBH US          1433     (702)       389
SANDRIDGE ENERGY    SD US           2670     (114)       118
SEMGROUP ENERGY     SGLP US          349     (124)        23
SIGA TECH INC       SIGA US            7       (6)        (3)
SOLARWINDS INC      SWI US            91      (40)        23
SONIC CORP          SONC US          821      (43)        26
STANDARD PARKING    STAN US          231        0        (15)
STEREOTAXIS INC     STXS US           53       (4)         3
SUCCESSFACTORS I    SFSF US          162       (7)         0
SUN COMMUNITIES     SUI US          1197      (68)      N.A.
TALBOTS INC         TLB US           999     (184)       (28)
TAUBMAN CENTERS     TCO US          2922     (276)      N.A.
TENNECO INC         TEN US          2742     (304)       272
THERAVANCE          THRX US          214     (144)       152
UAL CORP            UAUA US        19100   (2,655)    (2,348)
UNITED RENTALS      URI US          3976   (2,655)    (2,348)
UNIVERSAL ENERGY    UEG CN           417      (56)       266
VECTOR GROUP LTD    VGR US           683        2        (17)
VENOCO INC          VQ US            730        5         44
VERIFONE HOLDING    PAY IT           843     (107)        33
VERIFONE HOLDING    PAY US           843      (14)       299
VERIFONE HOLDING    VF2 GR           843      (14)       299
VIRGIN MOBILE-A     VM US            323      (14)       299
WALTER INVESTMEN    WAC US            12     (281)      (141)
WARNER MUSIC GRO    WMG US          4256      (44)      N.A.
WEIGHT WATCHERS     WTW US          1087     (110)      (394)
WR GRACE & CO       GRA US          3726     (848)      (313)
ZYMOGENETICS INC    ZGEN US          279     (374)       892



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***