TCR_Public/090701.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 1, 2009, Vol. 13, No. 180

                            Headlines

38 N FRONT STREET: Voluntary Chapter 11 Case Summary
745 RALPH AVENUE: Voluntary Chapter 11 Case Summary
ABSPOKE 2005-X: S&P Withdraws 'D' Rating on Floating-Rate Notes
ALERIS INT'L: Court OKs Expansion of Ernst & Young's Services
ALERIS INT'L: Seeks to Expand Scope of PwC's Services

ALLEN ZARING: Files for Chapter 11 Bankruptcy Protection
ALLIS-CHALMERS ENERGY: S&P Downgrades Corp. Credit Rating to 'SD'
ARVIZU ADVERTISING: Meeting With Creditors Set for July 28
BABUSKI LLC: Case Summary & 14 Largest Unsecured Creditors
BISON BUILDING: Files for Chapter 11 Bankruptcy Protection

BUILDING MATERIALS: Seeks to Reject 39 Office & Warehouse Leases
BUILDING MATERIALS: U.S. Trustee Forms 3-Member Creditor's Panel
BUILDING MATERIALS: Wants to Hire Gibson Dunn as Attorneys
BUILDING MATERIALS: Wants to Hire PWC LLP as Tax Advisor
BUILDING MATERIALS: Wants to Hire Young Conaway as Attorneys

CA INC: Moody's Upgrades Senior Unsecured Debt Rating From 'Ba1'
CANAL CAPITAL: Losses, Pension Payments Cue Going Concern Doubt
CDX GAS: Files Disclosure Statement to Chapter 11 Plan
CESAR QUINONES: Case Summary & 20 Largest Unsecured Creditors
CINCINNATI BELL: Moody's Affirms 'Ba3' Corporate Family Rating

CHRYSLER LLC: Restarts 7 Production Plants After Fiat Sale
CHRYSLER LLC: Daimler AG Opposes Committee's Request for Documents
CHRYSLER LLC: Dealers Withdraw Appeal on Fiat Sale Order
CHRYSLER LLC: Dealership Cuts Made Out of Sound Business Judgement
CHRYSLER LLC: Indiana Pensioners Withdraw Motion for Ch 11 Trustee

CHRYSLER LLC: Seeks to Recover Vehicles from Orr Chrysler
CHRYSLER LLC: Seeks to Reject More Supplier Contracts
CHRYSLER LLC: Status Conference on Assumed Pacts Moved to July 16
CITIGROUP INC: Hands Out 15 Pink Slips at Bermuda Offices
CITIGROUP INC: In Final Talks With Sumitomo Trust Over Nikko Asset

COHUTTA WATER: Voluntary Chapter 11 Case Summary
COYOTES HOCKEY: Court to Consider Reinsdorf Bid on July 6
DYNCORP INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB'
CONSECO INC: Unit Coinsures 104,000 Non-Core Insurance Policies
EDDIE BAUER: Wins Court Approval to Auction Assets

ENCORE ACQUISITION: $375 Mil. Deal Won't Affect S&P's 'BB-' Rating
ENCORE ACQUISITION: Purchase Won't Affect Moody's 'B1' Rating
ENERGY PARTNERS: Equity Panel to Fight Confirmation
ENTERPRISE PRODUCTS: Fitch Keeps 'BB+' Junior Subordinated Notes
EXCO RESOURCES: Encore Agreement Won't Affect S&P's 'B' Rating

FAIRPOINT COMM: May File for Bankruptcy, State Hires Counsel
FAIRPOINT COMM: Moody's Junks Corporate Family Rating
FANNIE MAE: Retained Mortgage Portfolio Grew by 35.1% in May
FEDERAL TRUST: Merges With Hartford, Meets OTS Directive
FIRST AMERICAN: First Advantage Deal Won't Affect Fitch's Ratings

FORUM HEALTH: Court Sets August 3 General Claims Bar Date
GAINEY CORP: Breaches Letter of Agreement on Charter Flights
GENARO MENDOZA: Wants to Hire MacConaghy & Barnier as Attorneys
GENERAL MOTORS: Magna Remains Frontrunner for Opel, Report Says
GENERAL MOTORS: Tengzhong in Talks with China on Hummer Purchase

GENERAL MOTORS: Application for Garden City as Claims Agent Okayed
GENERAL MOTORS: Court Approves Weil Gotshal as Bankruptcy Counsel
GENERAL MOTORS: Court OKs Rejection of Aircraft Lease Agreements
GENERAL MOTORS: May Employ Jenner & Block As Conflicts Counsel
GENERAL MOTORS: Parties Seek Payment of Reclamation Claims

GENERAL MOTORS: Seeks Court Approval of Deal with Four Unions
GENERAL MOTORS: Seeks Court Nod to Purchase Delphi's Assets
GENERAL MOTORS: Taps Honigman to Deal With Supplier Issues, Etc.
GENERAL MOTORS: U.S. Trustee Says AP & Evercore Work Overlap
GODLAND CORPORATION: Case Summary & Largest Unsecured Creditor

GUITAR CENTER: S&P Changes Outlook to Stable; Affirms 'B-' Rating
HAROLD CLARK: Case Summary & 20 Largest Unsecured Creditors
HARTMARX CORP: SKNL Raising $60MM Overseas to Fund Co. Acquisition
HEXION SPECIALTY: S&P Raises Corporate Credit Rating to 'CCC+'
HILLMAN COMPANIES: Resumes Trust Preferred Dividend Payments

IKARIA HOLDINGS: S&P Assigns Corporate Credit Rating to 'B+'
INNOVATIVE CARD: Cash to Last Thru Q3, Issues Bankruptcy Warning
ISOLAGEN INC: Files Proposed Chapter 11 Plan
JEFFERSON COUNTY: Cuts 7% of Workforce, Moves Closer to Insolvency
JOE GIBSON: Seeks Court Approval of Settlement With Clients

KAMAN CORP: S&P Assigns 'BB+' Rating on Subordinated Securities
LEAR CORP: $38MM Interest Payment Deadline Passes
LEAR CORP: May Have Secured $500-Mil. DIP Loan Ahead of Filing
LEGACY PARK: Files for Chapter 11 Bankruptcy Protection
LEE ENTERPRISES: Decides Against Reverse Stock Split

LEXINGTON COAL: Court Denies Zurich's Writ of Certiorari
LEXINGTON PRECISION: Can Use Cash Collateral Until August 21
LOUISIANA RIVERBOAT: Court Confirms Amended Plan of Reorganization
LYONDELL CHEMICAL: Creditors Seek to Sue Basell Merger Architects
MARY ANN WALSH: Case Summary & 15 Largest Unsecured Creditors

MCCLATCHY COMPANY: Moody's Cuts Corp. Family Rating to 'Caa2'
MCCLATCHY CO: S&P Downgrades Corporate Credit Rating to 'SD'
MCSTAIN ENT: Court Approves Porzak Browning as Special Counsel
MCSTAIN ENT: Seeks to Sell Three Homes to RBC Real Finance
MCSTAIN ENT: Wants to Hire Connolly Rosania as Counsel

METALDYNE CORP: Court Sets July 24 Auction of Powertrain Assets
METALDYNE CORP: Pursues Chassis Sale Without Stalking Horse
METROMEDIA INTERNATIONAL: Wins Court Nod to Appeal $188MM Award
MUZAK HOLDINGS: Can Use Lenders Cash Collateral Until November 20
MUZAK HOLDINGS: Protocol for Review of Fee Applications Approved

NEXT 1 INTERACTIVE: Kramer Weisman Raises Going Concern Doubt
NOBLE INTERNATIONAL: Court OKs Sale of Spring Lake Assets to RM
NUKOTE INTERNATIONAL: Wants Access to Cash Securing Loan from CIT
PACIFIC ENERGY: Creditors Express Concern on Sale of Assets
PACIFIC ENERGY: To Auction California Assets on July 31

PARTICLE DRILLING: Court Sets July 20 Claims Bar Date
PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+'
PIZZA FOODS OF TEXAS: Voluntary Chapter 11 Case Summary
PLIANT CORP: Files Revised Disclosure Statement to Amended Plan
PLIANT CORP: Court Allows Apollo Plan to Be Sent to Creditors

POMARE LTD: New Hilo Hattie Owner Submits Amended Plan
PROSPECT MEDICAL: Receives Waivers of All Events of Default
PROVIDENT ROYALTIES: Files Sale Protocol to Test Sinclair Bid
PUMPKIN PATCH: Case Summary & 20 Largest Unsecured Creditors
QIMONDA NA: Court Set August 20 as Creditor's Claims Bar Date

QUALITY HOME: Liquidity Concerns Prompt S&P to Junk Ratings
QUEST ENERGY: UHY LLP Issues Going Concern Doubt
RAZ'Z INC.: Case Summary & 17 Largest Unsecured Creditors
RCS-CHANDLER: Elevation Chandler Remains in Jeff Cline's Hands
ROBERT CURRY: Voluntary Chapter 11 Case Summary

ROYAL CARIBBEAN: Moody's Puts Ba3 Rating on $250MM Notes to 'Ba3'
ROYAL CARIBBEAN: S&P Assigns 'BB-' Rating on $250 Million Notes
SEQUA CORP: S&P Downgrades Corporate Credit Rating to 'B-'
SIX FLAGS: U.S. Trustee to Hold Sec. 341 Meeting on July 31
SIX FLAGS: Has Permission to Use Cash Collateral Until July 13

SIX FLAGS: Seeks to Employ Paul Hastings as Counsel
SIX FLAGS: Seeks to Employ Ricahrds Layton as Co-Counsel
SIX FLAGS: Seeks to Employ Houlihan Lokey as Investment Banker
SMURFIT-STONE CONTAINER: CCAA Stay Order Extended to Sept. 30
SMURFIT-STONE CONTAINER: Canada Unit Dealing with Lien Claimants

SMURFIT-STONE CONTAINER: Deadline for Proofs of Claim on Aug. 28
SMURFIT-STONE CONTAINER: Names Warren H. Smith as Fee Auditor
SMURFIT-STONE CONTAINER: Proposes Aug. 28 Canadian Claims Bar Date
SOLOMON'S MANOR: Case Summary & 5 Largest Unsecured Creditors
SOLUTIA INC: Completes 20,564,891 Shares Offering at $5 Apiece

SOLUTIA INC: Harbinger Entities Hold 8.1% Equity Stake
SOLUTIA INC: Re-Affirms 2009 Full-Year EBITDA Guidance
SOLUTIA INC: Sale of Nylon Biz to Sk Capital Unit Completed
STANFORD GROUP: Receiver Files Suit to Recover CD-Related Proceeds
STANFORD GROUP: Owner's U.S. Trial Set on August 25

STANFORD GROUP: Prosecutors Seek to Revoke Owner's Bail
STANLEY-MARTIN COMMUNITIES: Moody's Withdraws 'Caa1' Ratings
SUN-TIMES MEDIA: Seeks More Time to File Reorganization Plan
SYNOVICS PHARMACEUTICALS: Posts $2.5MM 2nd Quarter Net Loss
TALECRIS BIOTHERAPEUTICS: S&P Raises Corp. Credit Rating to 'B+'

THELEN LLP: May Have to File for Bankruptcy Protection
TOYS R US: Fitch Corrects Ratings on Secured Loan to 'CC/RR6'
TRONOX INC: Govt. Asserts FDCPA Claim Vs. Anadarko/Kerr-McGee
TRUMP ENTERTAINMENT: Cordish Wants Lawsuit to Proceed
TWG PROFESSIONAL: Case Summary & 17 Largest Unsecured Creditors

UNITED SUBCONTRACTORS: Emerges From Ch 11, Debt Free Balance Sheet
UTGR INC: House Passes Bill on Twin River Hosting 200 Racing Days
VISTEON CORP: Contemplates Selling Certain Assets
VISTEON CORP: Court to Hear Cash Collateral Use Extension Today
VISTEON CORP: Expects to Get New DIP Financing by July 16

VISTEON CORP: Reaches Temporary Deal with Prepetition Term Lenders
VISTEON CORP: Sues Jabil Circuit for Non-Delivery of PCB Tooling
WYLE HOLDINGS: Moody's Assigns Corporate Family Rating at 'B3'
WYLE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'

* Conway MacKenzie Launches Texas Offices
* U.S. June Auto Sales May Be Highest This Year, Says Bloomberg

* Upcoming Meetings, Conferences and Seminars

                            *********

38 N FRONT STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 38 N. Front Street Associates, LP
        38 N. Front Street, Suite B
        Philadelphia, PA 19106

Bankruptcy Case No.: 09-14745

Chapter 11 Petition Date: June 29, 2009

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

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

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

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

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

The petition was signed by Murat Aslanson.


745 RALPH AVENUE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 745 Ralph Avenue Associates Ltd.
        745 Ralph Avenue
        Brooklyn, NY 11212

Bankruptcy Case No.: 09-45462

Chapter 11 Petition Date: June 29, 2009

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

Judge: Jerome Feller

Debtor's Counsel: Richard Tanenbaum, Esq.
                  1131 McDonald Avenue
                  Brooklyn, NY 11230
                  Tel: (718) 252-3366
                  Fax: (718) 252-9280
                  Email: rt@lawyer.com

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

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

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

The petition was signed by Leolin Schleifer.


ABSPOKE 2005-X: S&P Withdraws 'D' Rating on Floating-Rate Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' rating on the
floating-rate notes issued by ABSpoke 2005-X Ltd.

S&P withdrew the rating following the optional termination
redemption that took place on June 25, 2009, pursuant to section
8.06(a)(i) of the indenture dated Dec. 7, 2005.

                         Rating Withdrawn

                        ABSpoke 2005-X Ltd.

                                    Rating
                                    ------
                    Class          To   From
                    -----          --   ----
                    VFRN           NR   D

                          NR - Not rated.


ALERIS INT'L: Court OKs Expansion of Ernst & Young's Services
-------------------------------------------------------------
Aleris International Inc. and its affiliates obtained the U.S.
Bankruptcy Court for the District of Delaware's authority to
expand the scope of services rendered by Ernst & Young LLP to
include auditing services, pursuant to an engagement letter dated
April 21, 2009.

Under the original Ernst & Young retention order, the firm is
expected to provide the Debtors 2008 audit services nunc pro tunc
to the Petition Date.  With respect to an April 2009 engagement
letter, the firm will be employed to provide additional audit
services, specifically to:

  (a) audit and report on consolidated financial statements of
      the Debtors for the year ended December 31, 2009;

  (b) audit and report on the effectiveness of the Debtors'
      internal control over financial reporting as of
      December 31, 2009; and

  (c) review the Debtors' unaudited interim financial
      information.

The Debtors will pay Ernst & Young for the additional services,
pursuant to the terms of the April 2009 engagement letter, a copy
of which is available for free at:

  http://bankrupt.com/misc/aleris_EYapri2009enggmntltr.pdf

The Debtors will also reimburse the firm for necessary and
reasonable out-of-pocket expenses incurred.

The description of the scope of Ernst & Young's services in the
original retention order was amended to eliminate erroneous
reference to tax advisory services.

Ernst & Young reiterates to the Court that it is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.

                    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 Expand Scope of PwC's Services
-----------------------------------------------------
Aleris International Inc. obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to hire
PricewaterhouseCoopers LLP to provide tax advisory services nunc
pro tunc to February 12, 2009.

Aleris filed a "supplemental" application to hire PwC for the tax
advisory services.

The Debtors' original application on March 13, 2009, sought the
retention of PwC to assist with designing a short term cash flow
forecast on behalf of their corporate offices in Ohio and offices
of non-debtor affiliates in Germany.

The scope of the Tax Advisory Services provided by PwC includes,
but is not limited to, the preparation of the U.S. and foreign
income tax and the provision of related tax compliance services
and tax consulting services.

                    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)


ALLEN ZARING: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Allen Zaring III has filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court for the Southern District of Ohio, listing
$10 million to $50 million in assets and the same range for debts
owed to as many as 99 creditors.

Laura Baverman at Cincinnati.Com relates that before Allen
Zaring's bankruptcy filing, Huntington Bank filed two complaints
on cognovit guarantees against Mr. Zaring's companies, claiming
that they defaulted on more than $8 million in bank-issued
business loans.  Mr. Zaring's financial situation threatened the
personal guarantees he'd signed in 2003 to secure an almost
$6 million loan, according to documents filed in the Hamilton
County Common Pleas Court.

Mr. Zaring's lawyer, Richard Nelson of Cohen, Todd, Kite &
Stanford, said that his client had failed to sell assets in
today's market, Cincinnati.Com reports.  The report quoted
Mr. Nelson as saying, "He needs to be able to complete what he was
trying to do so he can take care of his obligations."

According to Cincinnati.Com, Mr. Zaring's creditors include:

     -- Key Bank, which is owed about $2 million;
     -- National City Bank, owed about $1.93 million;
     -- his wife, Anne Zaring;
     -- Fifth Third Bank; and
     -- several entities in the Bahamas and Canada.

Cincinnati, Ohio-based Allen Zaring III is best known for growing
one of the region's largest home building operations and then
selling it to Drees Homes in 2001.  Mr. Zaring founded Zaring
Homes in 1964, expanded it to Indianapolis, Louisville, Charlotte,
Raleigh and Nashville and eventually took it public.


ALLIS-CHALMERS ENERGY: S&P Downgrades Corp. Credit Rating to 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Allis-Chalmers Energy Inc., reflecting
the completion of tender offers for a portion of the company's
senior unsecured debt.  S&P lowered the corporate credit rating to
'SD' (selective default) from 'CC' and the issue-level rating on
the company's unsecured debt to 'D' from 'CC'.  At the same time,
S&P removed the ratings from CreditWatch, where they were placed
with negative implications on May 22, 2009.

The rating actions follow the company's announcement that it has
repurchased approximately $75 million of its senior unsecured
notes via a modified dutch tender auction.  "We consider the
completion of the tender offers, at a substantial discount to par
to be distressed exchanges and, as such, tantamount to defaults
under S&P's criteria," said Standard & Poor's credit analyst Amy
Eddy.
      
S&P expects to assign a new corporate credit rating on Allis-
Chalmers in early July.  S&P will base the new rating on S&P's
assessment of the company's new capital structure and liquidity
profile, as well as S&P's view on the North American oilfield
service industry.

Although the tender offer reduces debt and marginally lowers
interest costs, S&P's preliminary expectation is that the
corporate credit rating S&P assigns will likely not be higher than
the previous 'B' category.  S&P expects that the demand for
oilfield services will continue to be weak in 2009, primarily as a
result of low commodity prices which have led to a severe drop in
the North American rig count.  Furthermore, although the company
reduced debt by approximately $110 million, a portion of the
tender offer was funded via a hybrid instrument, perpetual
convertible preferred stock, which S&P will evaluate per S&P's
criteria on hybrid securities, when analyzing the pro forma
capital structure.


ARVIZU ADVERTISING: Meeting With Creditors Set for July 28
----------------------------------------------------------
Chris Casacchia at Phoenix Business Journal reports that a meeting
with Arvizu Advertising & Promotions Inc.'s creditors is set for
July 28, 2009.

Court documents say that Arvizu Advertising owes its 20 largest
unsecured creditors almost $3 million.  The five largest creditors
listed in the Chapter 11 bankruptcy filing include:

   -- KTVW Univision 33, which is owed about $1.2 million;
   -- KCEC-TV Univision Colorado, owed about $468,761;
   -- KDEN Telemundo Denver, owed about $165,524;
   -- KUVE-TV in Tucson, owed about $139,191; and
   -- KUNS-TV in Seattle, owed about $106,585.

Phoenix-based Arvizu Advertising & Promotions Inc. is an ad agency
known for its work marketing to Hispanics.  The Company filed for
Chapter 11 bankruptcy protection on June 26, 2009 (Bankr. D. Ariz.
Case No. 09-14554).  Donald W. Powell, Esq., at Carmichael &
Powell, P.C., assists the Company in its restructuring efforts.
At the time of the filing, the Company said it had assets and
debts both in the range of $1,000,001 to $10,000,000.


BABUSKI LLC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Babuski LLC
        8820 W. Russell Rd., #100 And 105
        Las Vegas, NV 89148

Bankruptcy Case No.: 09-21360

Chapter 11 Petition Date: June 29, 2009

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  bankruptcy@mjohnsonlaw.com
                  Matthew L. Johnson & Associates, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Patricia Glatter                                 $600,000
4331 Rawhide Street
Las Vegas, NV 89120

Mustapha Assi                                    $250,000
3281 Highland St #813
Las Vegas, NV 89109

Ellias Abboud                                    $150,000

Daniel Wesley Fogle                              $140,000

Jarrad McIntire Winslow                          $115,000

Andrea Weiland                                   $40,000

Claude Abboud                                    $42,000

Martin Ospina                                    $30,000

Eva Dimaano                                      $25,400

Eden Lasala                                      $23,300

Joel Berberabe                                   $17,500

Marielle Zenarosa                                $17,500

Ted Federwitz and Mike          property         unknown
Federwitz

Manoucherhe Dezfooli            property         unknown

The petition was signed by Jean Marc El Jawaidi.


BISON BUILDING: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Bison Building Materials has filed a petition for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
Southern District of Texas.

PROSALES Information Service reports that Bison Building filed for
bankruptcy partly due to legacy costs incurred by its failed
expansion outside its Houston area core.  "As Bison adjusted to
the national housing market by retrenching back to Houston, it
incurred significant legacy costs associated with discontinued
operations," Bison Buidling said in a statement.  "As part of
Bison's strategy to maintain market leadership, the Company has
sought court protection through filing Chapter 11 restructuring."
Bison Building said in a statement that its retrenchment followed
a period in the late 1900s and earlier this decade in which it
sought to move far beyond its Houston base.

According to PROSALES Information, Bison Building chief operating
officer Tom Toleson said that Bison sought Chapter 11 protection
in part to get the Court to cancel "significant" real estate and
equipment leases associated with the closed locations.

Citing Mr. Tolleson, PROSALES Information states that Bison
Building has arranged debtor-in-possession financing with its
current lender, Wachovia.

Mr. Toleson said that the Company's first-day motions will be
heard on July 1, PROSALES Information relates.

Houston, Texas-based Bison Building Materials --
http://www.bisonbuilding.com/-- began in 1962 as Roy W.
Bierschwale's small retail store and lumber shed.  Over the past
four decades, Bison Building has grown into Texas' single largest
independent supplier of lumber, full service millwork and other
added value products.  Today, Bison Building operates fourteen
divisions in Texas, Colorado, New Mexico, and Florida providing
construction packages ranging from form lumber to roof decking, as
well as a wide range of commodity and custom doors, columns,
cabinet doors, molding, plywood and stair parts, all delivered
directly to our clients' jobsites.


BUILDING MATERIALS: Seeks to Reject 39 Office & Warehouse Leases
----------------------------------------------------------------
Pro Sales Online reports that Building Materials Holding Corp. has
asked the U.S. Bankruptcy Court for the District of Delaware to
reject 39 office, warehouse, and lumberyard leases, effective
June 16, as part of the Company's reorganization plan.

According to Industrial Distribution, BMHC is also asking the
Court to reject about 13 subleases.

Court documents say that the property leases run into 2010 and
2011, with several set to expire this year.  Pro Sales relates
that the leases cost BMHC $558,000 per month.

Pro Sales reports that BMHC, along with the property leases, asked
the Court to reject more than 80 leases on trucks and vehicles it
operated.

BMHC will be seeking the Court's approval of its interim financing
plan in a hearing set for July 1.

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

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


BUILDING MATERIALS: U.S. Trustee Forms 3-Member Creditor's Panel
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors for the Chapter 11 cases of Building Materials
Holding Corporation and its debtor-affiliates.

The members of the Committee are:

   1) Robert Garcia

   2) Space Center Mira Loma, Inc.
      Attn: Michael Urbanos
      2501 Rosegate, St. Paul, MN 55113,
      Tel: (651) 604-4209
      Fax: (651) 604-4222

   3) Atrium Companies Inc.
      Attn: Ray Sims
      3890 West Northwest Highway, Suite 500
      Dallas, TX 75220
      Tel: (214) 583-1625
      Fax: (214) 630-3762

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.

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

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


BUILDING MATERIALS: Wants to Hire Gibson Dunn as Attorneys
----------------------------------------------------------
Building Materials Holdings Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Gibson, Dunn & Crutcher LLP as their
attorneys.

The firm will, among other things:

   a) advise the Debtors of their rights, powers, and duties as
      debtors-in-possession under Chapter 11 of the Bankruptcy
      Code;

   b) prepare, on behalf of the Debtors, all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents, and
      review all financial and other reports to be filed in these
      Chapter 11 Cases;

   c) advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in the Chapter 11 cases;

   d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements and
      related transactions; and

   e) review the nature and validity of any liens asserted against
      the Debtors' property and advise the Debtors concerning the
      enforceability of such lien.

The firm will be paid based on the hourly rates of its
professionals:

      Professional                  Hourly Rate
      ------------                  -----------
      Steven Finley, Esq.           $995
      Michael A. Rosenthal, Esq.    $985
      Mitchell A. Karlan, Esq.      $990
      Stephen L. Tolles, Esq.       $860
      Matthew K. Kelsey, Esq.       $710
      Olga Sandler, Esq.            $710
      Cronnwell Montgonnery, Esq.   $635
      Aaron G. York, Esq.           $635
      Nancy Hart, Esq.              $635
      Josh Weisser, Esq.            $585
      Nicholas D. Greenwood, Esq.   $495
      Andrew Kreisburg, Esq.        $470
      Saee Muzumdar, Esq.           $420
      Jeremy L. Graves, Esq.        $400
      Travis S. Souza, Esq.         $345
      Jennifer Contreras, Esq.      $290

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

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


BUILDING MATERIALS: Wants to Hire PWC LLP as Tax Advisor
--------------------------------------------------------
Building Materials Holdings Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ PricewaterhouseCoopers LLP as tax advisor.

PwC will assist the Debtors in various matters, including, without
limitation:

   a) income tax consulting services pertaining to a potential
      restructuring, reorganization, or recapitalization of the
      Debtors whether pursuant to Chapter 11 of the Bankruptcy
      Code or otherwise, including:

      * assistance with developing restructuring alternatives and
        estimation of the tax consequences;

      * assessing the tax impact of asset disposition;

      * analysis of impact on tax attributes;

      * assistance with tax compliance matters; and

      * other related services.

   b) compensation and benefits issues, including:

      * advice with respect to structure and tax impacts of
        current and prospective compensation plans;

      * tax calculations and modeling;

      * impact of potential reductions in force;

      * assistance with employee communications; and

      * other related services.

   c) actuarial matters, including:

      * comprehensive annual actuarial evaluation relating to self
        insurance matters;

      * periodic updates during the year regarding reserve amounts
        and underlying assumptions; and

      * other related matters.

   d) financial advisory matters, including:

      * forecasting and evaluation of various financial metrics;

      * development or analysis of restructuring plans;

      * contingency planning; and

      * other related services.

PwC will charge the Debtor based on the hourly rates of its
professionals who provide services to the Debtor:

      Professional                  Hourly Rate
      ------------                  -----------
      Partner                       $625-$780
      Managing Director             $600-$650
      Director/Senior Manager       $450-$550
      Manager                       $300-$450
      Senior Associate              $200-$350
      Associate                     $175-$250
      Paraprofessional              $150

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

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


BUILDING MATERIALS: Wants to Hire Young Conaway as Attorneys
------------------------------------------------------------
Building Materials Holdings Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Young Conaway Stargatt & Taylor LLP as their
attorneys.

The firm will, among other things:

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

   b) pursue confirmation of a plan of reorganization and approval
      of the corresponding solicitation procedures and disclosure
      statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and otherwise protecting the interests of
      the Debtors before the Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The firm will charge the Debtors at these rates:

      Professional                  Hourly Rate
      ------------                  -----------
      Sean M. Beach, Esq.           $440
      Donald J. Bowman, Jr., Esq.   $325
      Robert F. Poppiti, Jr., Esq.  $260
      Casey Cathcart                $155

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

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


CA INC: Moody's Upgrades Senior Unsecured Debt Rating From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded CA, Inc.'s senior unsecured
debt ratings to Baa3 from Ba1.  The upgrade was based on the
company's consistent operating performance as well as Moody's
conclusion that management and the board of directors have adopted
sufficiently conservative financial policies for the company to
sustain an investment grade rating.  The ratings outlook is
stable.

CA has fairly consistently grown revenue and improved margins
after a significant revamping of the company over the last four
years by the current management team.  The company has performed
very well in the current economic environment exhibiting constant
currency revenue growth (although modest foreign exchange driven
GAAP revenue declines in Q309 and Q409) and generating free cash
flow of $924 million over the last twelve months ended March 31,
2009.  CA's strong market position in numerous segments of the IT
management software industry, high level of recurring revenues and
growing demand for security, governance and management software
combined with modest leverage support a rating in the Baa
category.  In addition to the strong business model, and of equal
importance, Moody's believe management and the board of directors
are committed to maintaining a conservative capital structure and
strong liquidity position.  Moody's expect the company will fund
acquisitions and share buybacks within the cash generating
capabilities of the business.  Moody's also expect the company
will maintain minimum cash balances of $1 billion (net of upcoming
debt maturities) and target leverage (debt/EBITDA) levels at or
below 2.0x.

The ratings also recognize the competitive environment, which
includes players substantially larger than CA, offering much
broader product offerings as well as the ongoing consolidation in
the broader software and hardware industries.  Moody's notes that
CA could be a target as well as an acquirer in these industries
and that certain existing bonds do not include change of control
protection.

CA has strong number two market position on the mainframe platform
and a smaller market position but growing presence across
distributed computing platforms.  While Moody's estimates that the
mainframe business generates a disproportionate share of CA's cash
flow, the distributed market offers the most growth potential.
The company is likely to continue to focus its development efforts
as well as make acquisitions to build out its offerings in the
distributed computing market.

The company maintains a strong liquidity profile, including
$2.7 billion of cash and a $1.0 billion revolving credit facility
of which $250 is undrawn as of March 31, 2009.  The cash position,
combined with cash from operations is more than sufficient to
repay approximately $636 million of maturities coming due in the
next 6 months and still leave a strong liquidity position.

These ratings have been upgraded:

  -- Senior unsecured debt rating to Baa3 from Ba1 LGD4, 50%

These ratings have been withdrawn:

  -- Corporate family rating, Ba1
  -- Probability of default, Ba1
  -- Speculative grade liquidity rating, SGL-1

Moody's most recent rating action on CA was on June 13, 2008 when
Moody's affirmed CA's Ba1 rating and revised the outlook to stable
from negative.

With approximately $4.3 billion in revenues for the twelve months
ended March 31, 2009, CA Inc., headquartered in Islandia, New
York, is a leading provider of information technology management
software, including enterprise systems management, security,
storage, and business services optimization technologies for
mainframe, Unix, and other operating platforms.


CANAL CAPITAL: Losses, Pension Payments Cue Going Concern Doubt
---------------------------------------------------------------
Canal Capital Corporation reports that certain significant factors
raise substantial doubt about the Company's ability to continue as
a going concern.  The Company has suffered recurring losses from
operations and is obligated to continue making substantial annual
contributions to its defined benefit pension plan.

Canal continues to closely monitor and reduce where possible its
operating expenses and plans to continue its program to develop or
sell the property it holds for development or resale as well as to
reduce the level of its art inventories to enhance current cash
flows.  Management believes that its income from operations
combined with its cost cutting program and planned reduction of
its art inventory will enable it to finance its current business
activities.  There can, however, be no assurance that Canal will
be able to effectuate its planned art inventory reductions or that
its income from operations combined with its cost cutting program
in itself will be sufficient to fund operating cash requirements.

Canal recognized net income of approximately $5,896 in the first
six months ended April 30, 2009, as compared with a net loss of
$198,479 for the same period in fiscal 2008.  At April 30, 2009,
the Company had $3,579,784 in total assets, $970,772 in total
current liabilities, and $1,262,000 in long-term debt.

Revenues for the first six months of fiscal 2009 decreased by
$33,000 to $2,156,000 as compared with 2008 revenues of
$2,189,000.  The fiscal 2009 decrease in revenues is due primarily
to a $40,000 decrease in stockyard revenues due.

The Company's required contribution to its pension plan fiscal
2009 is approximately $150,000.  A $45,000 contribution was made
in fiscal 2009.  Additionally, the Company expects to make the
full required contribution before the end of the fiscal year.

A full-text copy of Canal's second fiscal quarter report is
available at no charge at http://ResearchArchives.com/t/s?3e6f

Canal Capital Corporation is engaged in two distinct businesses --
real estate and stockyard operations.  Canal's real estate
properties are located in Sioux City, Iowa, South St. Paul,
Minnesota, St. Joseph, Missouri, Omaha, Nebraska and Sioux Falls,
South Dakota.  The properties consist, for the most part, of an
Exchange Building (commercial office space), land and structures
leased to third parties as well as vacant land available for
development or resale.  Canal also operates two central public
stockyards located in St. Joseph, Missouri and Sioux Falls, South
Dakota.


CDX GAS: Files Disclosure Statement to Chapter 11 Plan
------------------------------------------------------
CDX Gas, LLC, and its affiliates have filed a disclosure statement
with respect to their proposed joint plan of reorganization dated
June 11, 2009.

According to the Disclosure Statement, although styled as a "joint
plan", the Plan actually consists of three separate plans, one for
each of the Reorganizing Debtors.  At the confirmation hearing,
the Debtors will seek confirmation of three separate plans.

Following the Plan's Effective Date, each of the Reorganized
Debtors will continue to exist as separate entities or limited
liability companies, as the case may be, in accordance with
applicable non-bankruptcy law and pursuant to their Amended
Governance Documents in effect prior to the Effective Date, except
to the extent that such Governance Documents are amended by the
terms of this Plan or the Restated Governance Documents.

Pursuant to the Plan, and as determined by the management of CDX
Gas and CD Exploration, respectively, (i) CDX Minerals, CDX
Panther and CDX Plum Creek will be merged with and into CDX Gas
and (ii) CDX East and CMV JV will be merged with with and into CD
Exploration.  All Claims against CDX Minerals, CDX Panther and CDX
Plum Creek will be treated for all purposes as Claims against CDX
Gas under the CDX Gas Plan.  All Claims against CDX East and CMV
JV will be treated for all purposes as Claims against CD
Exploration under the CD Exploration Plan.

If the CDX Plan is confirmed and becomes effective, the Chapter 11
bankruptcy cases of CDX BC, CDX Sequoya, CDX Gas International,
CDX Services, CDX Isolate, Cahaba Gathering and CDX Operating will
be converted to cases under Chapter 7 of the Bankruptcy Code.

The Plan places the claims against and interests in the
Reorganizing Debtors into 8 classes for CDX Acquisition Company,
LLC, 9 classes for CDX Gas, LLC, and 7 classes for CD Exploration,
LLC.

A full-text copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/cdxgas.DS.pdf

A. CDS Acquisition Company, LLC

The Plan for Acquisition will be a liquidating plan.  The assets
of Acquisition, other than the Old CDX Gas Membership Interests,
which are being cancelled under the CDX Gas Plan, will be sold or
otherwise reduced to Cash and distributed to creditors in
accordance with applicable priorities and provisions of this Plan.

   Class A1: First Lien Debt Secured Guaranty Claims
   Class A2: Second Lien Debt Claims
   Class A3: Other Secured Claims
   Class A4: Other Priority Claims
   Class A5: General Unsecured Claims
   Class A6: Intercompany Claims
   Class A7: Former Employees/Investors Litigation Claims
   Class A8: Equity Interests

B. CDX Gas, LLC

   Class B1: First Lien Debt Claims
   Class B2: Second Lien Debt Secured Claims
   Class B3: BMO Secured Letter of Credit Claim
   Class B4: Compass Bank Secured Letters of Credit Claim
   Class B5: Other Secured Claims
   Class B6: Other Priority Claims
   Class B7: General Unsecured Claims
   Class B8: Intercompany Claims
   Class B9: Intercompany Interests

CD Exploration, LLC

   Class C1: First Lien Secured Guarantee Claims
   Class C2: Second Lien Secured Guarantee Claims
   Class C3: Other Secured Claims
   Class C4: Other Priority Claims
   Class C5: General Unsecured Claims
   Class C6: Intercompany Claims
   Class C7: Intercompany Interests

Classes A3, A4, B4, B5, B6, C3 and C4 are unimpaired and are
deemed to have voted to accept the Plan.  Classes A1, A2, B1, B2,
B3, C1 and C2 are impaired and are entitled to vote.  Classes A5,
A6, A7, A8, B7, B9, C5 and C7 are receiving no distribution under
the Plan and are deemed to have voted not to accept the Plan.
The Disclosure Statement did not provide for the estimated
percentage recovery for creditors who are receiving distributions.

                           Cram Down

If any Class of Claims or Interests entitled to vote on the Plan
will not vote to accept the Plan, the Reorganizing Debtors will
(a) seek confirmation of the Plan under section 1129(b) of the
Bankruptcy Code or (b) amend or modify the Plan in accordance with
Article IX of the Plan.

With respect to any Class of Claims or Interests that is deemed to
reject the Plan, the Reorganizing Debtors will request that the
Bankruptcy Court confirm or "cram down" the Plan pursuant to
Section 1129(b) of the Bankruptcy Code.

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  CDX Rio, LLC, an entity in which CDX Gas
indirectly owns a 90% membership interest, and Arkoma Gathering,
LLC, an entity in which CDX Gas owns a 75% membership interest,
filed for Chapter 11 protection on April 1, 2009.

Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq.,
and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the
Debtors in their restructuring efforts.  In its schedules, CDX
listed total assets of $996,308,606 and total debts of
$831,259,526.


CESAR QUINONES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cesar I Vargas Quinones
           aka Cesar Ivan Vargas Quinones
        PO Box 7000
        San Sebastian, PR 00685

Bankruptcy Case No.: 09-05248

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alberto O. Lozada Colon, Esq.
                  Bufete Lozada Colon
                  PO Box 427 PMB 1019
                  Mayaguez, PR 00681
                  Tel: (787) 833-6323
                  Email: alberto3@coqui.net

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

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

A full-text copy of Mr. Quinones' petition, including a list of
his 20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/prb09-05248.pdf

The petition was signed by Mr. Quinones.


CINCINNATI BELL: Moody's Affirms 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Cincinnati
Bell and its subsidiaries, including CBB's Ba3 corporate family
rating, Ba3 probability of default rating and SGL-3 short term
liquidity rating, the latter indicating adequate liquidity over
the next twelve months.  The affirmations follow the Company's
announcement that it extended the maturity of its revolving credit
facility to August 2012.  Moody's believes that the facility
extension somewhat eases the pressure on the Company's liquidity,
as it no longer has to repay the revolver outstandings prior to
its scheduled maturity in February 2010.  However, the annual
renewals of the Company's $110 million receivable financing
facility in February of each year, and the lower headroom in the
leverage covenant caused by the stepdowns in June 2010, offset
this modestly improved liquidity and thereby temper the liquidity
rating.  Moody's also recognizes the Company's ability to generate
about $360 million in cash from operations, and over $100 million
in free cash flow over the next year.  If the company continues to
pay down its debt from free cash flow, then its overall liquidity
position should improve. The outlook remains stable.

Moody's most recent rating action for CBB was on April 29, 2009.
At that time Moody's lowered the company's liquidity rating
reflecting primarily the pending maturity of the Company's
revolving credit facility in early 2010.

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.


CHRYSLER LLC: Restarts 7 Production Plants After Fiat Sale
----------------------------------------------------------
Chrysler LLC's plants have restarted production at seven factories
Monday, after its assets were transferred from the bankrupt
estates to a new company under the control of Italian manufacturer
Fiat SpA.

The merger with Fiat spared Chrysler from a complete collapse,
allowing it to shed loss-making brands and exit the bankruptcy
process about three weeks ago.  The U.S. government has provided
billions of dollars in emergency loans.

A Chrysler spokesperson said that the Company has reopened four
U.S. plants, two in Canada and one in Mexico.  But all Chrysler
plants will be closed for a previously announced two-week summer
break in mid-July.


                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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: Daimler AG Opposes Committee's Request for Documents
------------------------------------------------------------------
Pursuant to Rules 26 and 34 of the Federal Rules of Civil
Procedure and Rules 2004, 7026 and 7034 of the Federal Rules of
Bankruptcy Procedure, the Official Committee of Unsecured
Creditors have asked Daimler AG and its affiliates to produce
these documents for inspection and copying at the offices of
Kramer Levin Naftalis & Frankel LLP:

  (1) minutes of all meetings of the boards;

  (2) all documents distributed or presented at or in advance of
      each meeting of the boards;

  (3) all documents and communications concerning intercompany
      obligations;

  (4) all documents and communications concerning (a) any assets
      transferred and (b) any liabilities transferred, including
      the transfer of health care and pension obligations and
      related costs;

  (5) all documents and communications concerning (a) any
      financing or refinancing activities at or after the
      Daimler Divesture, and (b) any transfer or sale of equity
      ownership interests;

  (6) all documents and communications concerning the sale,
      disposition or transfer of any Chrysler assets to Daimler
      or other third parties prior to the Daimler Divestiture;

  (7) all documents and communications concerning the Sales
      Process, including but not limited to, all materials
      drafted or prepared in connection with the sale of
      Daimler's controlling interests to Chrysler, all materials
      distributed or made available to Cerberus and other
      prospective bidders in connection with the Sales Process
      and all communications with Cerberus and prospective
      bidders;

  (8) all documents and communications concerning the
      transactions in 2007 in which Daimler contributed Chrysler
      and Chrysler Financial Services America LLC to
      DaimlerChrysler Holding LLC and sold a controlling
      interest in Chrysler Parent to Cerberus, including but not
      limited to: (i) copies of all fairness and solvency
      opinions and all communications and documents concerning
      opinions; (ii) appraisals, valuations and financial
      analyses or projections and all communications and
      documents concerning appraisals, valuations, analyses and
      projections; (iii) communications between Daimler and any
      financial advisor or consultant or other professional
      concerning the Daimler Divestiture, and all documents,
      including, but not limited to, agreements, concerning the
      services performed or to be performed by the advisors,
      consultants and professionals; (iv) any consideration or
      fees that were received by, were paid to, are owed to or
      were paid by Daimler; (v) materials created for or
      provided to Cerberus and other potential buyers of
      Chrysler; and (vi) documents and communications concerning
      purchase price allocations and related accounting by
      Daimler and by Cerberus for the Daimler Divestiture.

  (9) all documents and communications concerning the Pre-
      Divestiture Spin-off, including but not limited to: (i)
      the rationale for the transaction; (ii) copies of all
      fairness and solvency opinions and all communications and
      documents concerning opinions; (iii) appraisals,
      valuations and financial analyses or projections and all
      communications and documents concerning the appraisals,
      valuations, analyses and projections; (iv) communications
      between Daimler and any financial advisor or consultant or
      other professional concerning the Pre-Divestiture Spin-
      off, and all documents, including, but not limited to,
      agreements, concerning the services performed or to be
      performed by the advisors, consultants and professionals;
      and (v) any consideration or fees that were received by,
      were paid to, are owed to or were paid by Daimler;

(10) documents sufficient to reflect the financial condition of
      Chrysler for each month, quarter and year between the
      period January 1, 1998, through December 31, 2008,
      including but not limited to: (i) financial statements,
      balance sheets, income statements, cash flow statements
      and supporting notes to financial statements; and (ii)
      off-balance sheet debt, including contingent liabilities,
      guaranties, leases and receivable securitizations;

(11) all documents and communications concerning any business
      plans, projections, forecasts, strategic plans, and
      operating plans, including underlying assumptions, for
      Chrysler between the period January 1, 1998, through
      December 31, 2008;

(12) all documents and communications concerning any valuations
      or appraisals, including any impairment testing, for
      Chrysler between the period January 1, 1998, to through
      December 31, 2008;

(13) all documents and communications concerning Chrysler's
      liquidity and capital, including but not limited to
      revolver availability, undrawn credit facilities, ability
      to refinance, maturing debt, unencumbered or non-core
      assets and the ability to monetize those assets, and the
      ability to raise equity or debt capital;

(14) documents sufficient to reflect the financial condition of
      each of the Transferred Entities for each month, quarter
      and year for the period January 1, 2006, through
      December 31, 2007, including but not limited to: (i) balance
      sheet, income statement, cash flow statement and supporting
      notes to financial statements; and (ii) off-balance sheet
      debt, including but not limited to, contingent liabilities,
      leases, receivable securitizations and guaranties.

(15) all documents and communications concerning any business
      plans, projections, forecasts, strategic plans and
      operating plans, including underlying assumptions for each
      of the Transferred Entities between the period January 1,
      2006, through December 31, 2007;

(16) all documents and communications concerning any valuations
      or appraisals, including impairment testing, for each of
      the Transferred Entities between the period January 1,
      2006, through December 31, 2007;

(17) all documents and communications provided to lenders and
      credit rating agencies concerning the financial condition
      of the Chrysler Parties;

(18) all documents and communications concerning any press
      releases issued by Daimler in connection with its
      ownership or divestiture of the Chrysler Parties; and

(19) all documents and communications concerning the effect of
      the Daimler Divestiture on the Chrysler Parties.

                        Daimler Responds

On behalf of Daimler, Alan S. Goudiss, Esq., at Shearman &
Sterling LLP, in New York, relates that Daimler objects to the
Requests to the extent they:

  -- seek to impose discovery obligations beyond those provided
     for in the Federal Rules of Civil Procedure, the Federal
     Rules of Bankruptcy Procedure, the Local Rules of the
     United States Bankruptcy Court for the Southern District of
     New York, or any other applicable rules or law;

  -- seek documents or information not relevant to any potential
     claims by the Debtors or the Creditors' Committee or are
     not reasonably calculated to lead to the discovery of
     admissible evidence;

  -- are vague or ambiguous;

  -- are overly broad and oppressive or seek documents or
     information that is cumulative or duplicative or unduly
     burdensome to obtain;

  -- seek information or documents that are protected by the
     attorney-client privilege, that are protected by the work
     product doctrine, that were prepared in anticipation of
     litigation, that constitute or disclose the mental
     impressions, conclusions, opinions or legal theories of any
     attorney or other agent or representative of Daimler
     concerning this or any other litigation, that are protected
     by any statutory or regulatory privilege or immunity, or
     that are protected by any other applicable privilege,
     immunity or protection;

  -- seek the production of documents already in the possession
     of, or otherwise readily available to, the Debtors or the
     Creditors' Committee;

  -- seek documents or information that constitute or disclose
     trade secrets or sensitive, confidential or proprietary
     research or analysis or sensitive, confidential or
     proprietary commercial, business, financial or personal
     information.  The documents will only be produced after the
     stipulation and entry of a mutually agreeable protective
     order, and subject to the terms of the protective order;

  -- call for the production of documents that are subject to
     confidentiality or other contractual obligations to third
     parties that prohibit or restrict disclosure; and

  -- seek the production of documents that are not within its
     legal possession, custody or control.

In addition, Mr. Goudiss says that Daimler objects to any explicit
or implicit characterization of facts, events, circumstances or
issues in the Requests.  He notes that Daimler's response is not
intended to mean that Daimler agrees with or accepts any explicit
or implicit characterization of facts, events, circumstances or
issues in the Requests.

Daimler reserves the right to redact not only privileged
information, but also, where appropriate, nonresponsive or
otherwise irrelevant information.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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: Dealers Withdraw Appeal on Fiat Sale Order
--------------------------------------------------------
In a June 22 notice, Performance Dodge LLC and 20 other dealers
said that they have withdrawn their appeal of the U.S. Bankruptcy
Court for the Southern District of New York's order
authorizing the sale of Chrysler LLC's assets.

The dealership rejection was part of the transaction Chrysler
hammered out with Fiat in their bid to have a smaller but more
effective and profitable dealer network.  The U.S. Bankruptcy
Court for the Southern District of New York approved the
dealership rejection on June 9, 2009, upon the conclusion of a
two-day hearing.

The appeal came a day after Fiat completed the acquisition of
Chrysler's assets, which saved Chrysler from liquidation and
placed a new company in the hands of Fiat.  The closing took
place at 9:00 a.m., June 10, 2009, in the offices of Cadwalader
Wickersham & Taft, the law firm that is advising the U.S.
Treasury Department's auto task force.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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: Dealership Cuts Made Out of Sound Business Judgement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Chrysler LLC and its affiliates' request to reject
789 dealership agreements on June 9, 2009.

In a 43-page opinion issued by the Court on June 19, 2009, Judge
Gonzalez concluded that the Debtors exercised sound business
judgment in rejecting the dealership agreements and that the
rejection benefited the Debtors' bankruptcy estates.  He added
that the rejection is appropriate and necessary based on the
evidentiary record and the arguments made by the parties, and that
the rejection is warranted and permissible under Sections 105, 365
of the Bankruptcy Code and Rule 6006 of Federal Rules of
Bankruptcy Procedure.

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

http://bankrupt.com/misc/Chrysler_Opinion_Dealers_061909.pdf

"The Court is sympathetic to the impact of the rejections on the
dealers and their customers and communities, but such sympathy
does not permit the Court to deviate from well-established law and
'balance the equities' instead of applying the business judgment
standard," Judge Gonzalez wrote.  "The Court also finds that no
evidence has been presented to the Court showing that the Debtors
made their individual rejection decisions irrationally, such that
the rejections demonstrate bad faith or whim or caprice," he
added.

"Despite intimations of racial and gender discrimination and
retaliatory animus, the Court finds that the Affected Dealers
making such intimations have not supported them with evidence such
as to warrant the Court overturning the Debtors' business
judgment," Judge Gonzalez opined.  "The Court further notes that
the scope of its inquiry regarding the business judgment standard
for purposes of rejection does not include an evaluation of
whether the Debtors made the best or even a good business decision
but merely that the decision was made in an exercise of the
Debtors' business judgment," he maintained.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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: Indiana Pensioners Withdraw Motion for Ch 11 Trustee
------------------------------------------------------------------
In a June 19 notice, the Indiana Pensioners said that they have
withdrawn their motion to appoint a Chapter 11 trustee in the
Chapter 11 cases of Chrysler LLC and its affiliated debtors,
pursuant to the Court's direction.

"It is imperative that this Court appoint a chapter 11 trustee to
ensure that an independent, disinterested person makes business
decisions that are in the best interests of these estates and that
are in keeping with their statutory fiduciary duties to
stakeholders," Glenn M. Kurtz, Esq., at White & Case LLP, in New
York, previously stated.  "This remedy is warranted by the
unprecedented degree to which the Debtors have been unable or
unwilling to perform their basic fiduciary responsibilities in the
face of pressure and instruction from the U.S. government to do
otherwise," he said.

The Indiana Pensioners consist of the Indiana State Teachers
Retirement Fund, the Indiana State Police Pension Trust, and the
Indiana Major Moves Construction Fund, which are holders of the
Debtors' Senior Secured Debt.

The Debtors' Senior Secured Debt pertains to the Amended and
Restated First Lien Credit Agreement, dated as of August 3, 2007,
between the Debtors, JPMorgan Chase Bank N.A., as administrative
agent, and certain lenders party thereto from time to time, under
which the Senior Secured Lenders are owed $6.9 billion, secured by
a first lien on substantially all of the Debtors' assets,
including their plants, equipment, inventory, bank accounts, and
almost every other U.S. asset owned by the Debtors.

Thomas E. Lauria, Esq., a partner at White Case LLP, is also
representing the Indiana Pensioners.  To recall, Mr. Lauria
represented the Non-TARP Lenders, which strongly opposed the
Chrysler-Fiat Transaction.  The Non-TARP Lenders was reported to
have disbanded a few weeks ago.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

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

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


CHRYSLER LLC: Seeks to Recover Vehicles from Orr Chrysler
---------------------------------------------------------
Nissan Motor Acceptance Corporation asks the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
so that it can recover certain vehicles used as collateral to
Nissan's agreement with Orr Chrysler LLC, a dealer selling
vehicles manufactured by Chrysler LLC and its affiliates.

Nissan entered a floor plan financing and security agreement with
Orr pursuant to which Nissan had a security interest in, among
other things, all of Orr's inventory.

Scott N. Schreiber, Esq., at Stahl Cowen Crowley Addis, in
Chicago, Illinois, relates that Nissan also entered into a
security agreement with Orr to finance vehicles Orr leased or
rented to customers, which granted a purchase money security
interest in motor vehicles and other property, among other things.

During the prepetition period, Orr terminated its dealer franchise
agreement with the Debtors and returned its inventory to the
Debtors, Mr. Schreiber notes.  He discloses that the Debtors were
previously paid in full for the vehicles by financing provided by
Nissan.

Section 361 of the Bankruptcy Code lists types of adequate
protection a debtor may provide, including (1) cash payments to
compensate for the decrease in value of the collateral due to the
stay; (2) a replacement lien to compensate for the decrease in
value; or (3) granting other relief in the indubitable equivalent
of the secured party's interest in the collateral.

Mr. Schreiber contends that in this case, the Collateral continues
to decrease in value as time passes, as the value of a vehicle is
directly relative to the vehicle's age.  He adds that the Debtors'
unprecedented rejection of many dealer franchises has caused an
over-supply of vehicles being liquidated in the
marketplace at deep discounts which is causing the Collateral's
value to dramatically decline.

Since the Debtors have not offered Nissan anything to compensate
for the decreasing value of the Collateral, Mr. Schreiber argues
that Nissan is therefore not adequately protected pursuant to
Section 361.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

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

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


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

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

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

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

             http://bankrupt.com/misc/OmniCons2.pdf

Chrysler previously identified more than a hundred of supplier
contracts it wants terminated.  The list is available for free at:

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

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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: Status Conference on Assumed Pacts Moved to July 16
-----------------------------------------------------------------
The status conference on the objections to Chrysler LLC and its
debtor-affiliates' request to the proposed assumption and
assignment of executory contracts to a new company controlled by
Fiat S.p.A. and related cure costs as set forth in their notices
of designations originally scheduled to be heard on June 30, 2009,
has been adjourned to July 16, 2009, at 10:00 a.m.

The Debtors filed with the Court official notices dated June 19
and 22, 2009, disclosing the agreements they intend to assume and
assign to New Carco Acquisition LLC.  Copies of the Notices are
available without charge at:

http://bankrupt.com/misc/ChryslerAssignedContracts_061909_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062209_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062209_2.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062209_3.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062209_4.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062309_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062409_1.pdf
http://bankrupt.com/misc/ChryslerAssignedContracts_062509_1.pdf

The Notices of Designated Agreements also includes schedules
identifying (i) certain confirmed supplier and other agreements,
and (ii) corresponding cure costs under the Designated Agreements
as of April 30, 2009.

                     More Objections Filed

BMW Hybrid Technology Corp., Grob Systems, Inc., Valeo Sylvania
LLC, GAZ LLC, United Parcel Services of America, Inc., AZ
Automotive Corporation , and Dakkota Integrated Systems, L.L.C.,
have filed separate objections to the Debtors' proposed assignment
and assumption of executory contracts and unexpired leases.

Dakkota complained to the Court that on June 11, 2009, it executed
a letter agreement with the Debtors to designate certain of the
parties' agreements and purchase orders for assumption and
assignment to Chrysler Group LLC, formerly known as New CarCo
Acquisition LLC, with a cure amount of $6,000,000.  The Debtors
filed a notice designating a cure amount of $6,000,000, and an
assumption notice listing Dakkota with a cure amount of $0.

To date, Dakkota said, it has not received the $6,000,000 cure
amount.  Hence, Dakkota objects to the assumption notice solely
for the purpose of clarifying that its cure amount is $6,000,000,
and preserving its rights until paid in full.

Other parties objecting to the amount of cure costs proposed by
the Debtors are:

                                     Proposed       Asserted
Creditors/Dealers                   Cure Amount    Cure Amount
-----------------                   -----------    -----------
NBC Universal, Inc.                           0     $2,000,000
WIGO Chemie GmbH                       $303,557        909,915
Benteler Automotive Corporation               0        240,788
KEMA Incorporated                             0         94,413

                Mathworks Seeks Leave of Court

MathWorks, Inc., asks the Court for leave "to file objection out
of time" to the Debtors' assumption notice dated May 23, 2009.
MathWorks tells Judge Gonzalez that the notice was mailed without
specific contact information, and was subsequently misrouted by
MathWorks' mailroom staff, who did not review or act on the
notice.

MathWorks disagrees with the $0 cure amount proposed by the
Debtors, and insists that the Debtors were in default on executory
contracts with MathWorks in the amount of $98,735.

                     Withdrawn Objections

Several parties withdrew their objections to the Debtors'
assumption and assignment of certain Designated Agreements, and
proposed cure amounts because issues with the Debtors have been
resolved through letter agreements or other agreements.  Other
withdrawing parties did not cite any reason for the withdrawal.

The Withdrawing Parties are:

  -- 27th Avenue North Corporate Center, LLC;
  -- ADT Security Services, Inc.;
  -- Alps Automotive, Inc.;
  -- Auto Meter Products, Inc.;
  -- Benteler Automotive Corporation;
  -- BP Products North America Inc.;
  -- Charter Automotive;
  -- Concur Technologies, Inc.;
  -- Cooper-Standard Automotive, Inc.;
  -- CRAssociates, Inc.;
  -- Cross Country Automotive Services;
  -- Evigna;
  -- Dell Marketing L.P.;
  -- Espas, Inc.;
  -- Foster Electric (U.S.A.) Inc., aka Foster Electric America;
  -- Future Die Cast and Engineering, Inc.;
  -- General Motors Corporation;
  -- Gil-Mar Manufacturing Co.;
  -- Hitachi Capital America Corp.;
  -- Hitchiner Manufacturing Co., Inc.;
  -- Hutchinson Seal de Mexico SA de CV;
  -- Ingersoll Machine Tools, Inc.;
  -- International Business Machines Corp. and IBM Credit LLC;
  -- John Bean Technologies Corporation;
  -- Johnson Matthey PLC and Johnson Matthey Inc.;
  -- Kawasaki Kisen Kaisha, Ltd.;
  -- Kema Incorporated;
  -- Kendall Idaho LLC;
  -- Knickerbocker Properties, Inc. XXV;
  -- Microsoft Corporation;
  -- Mitsubishi Motors Corporation;
  -- National Auto Radiator Mfg. Co. Ltd., et al.;
  -- Paulstra CRC Corporation, et al.;
  -- River Oaks Chrysler Jeep, Inc.;
  -- SalesForce.com;
  -- Schaeffler Group USA Inc. and LUK GMBH & Co.;
  -- South Valley Auto Center, Inc.;
  -- SunGard AvantGard LLC;
  -- Swift Transportation Co., Inc.;
  -- ThyssenKrupp Materials NA, Inc., dba Ken-Mac Metals;
  -- TransForm Automotive Inc.;
  -- Tweddle Litho Company, doing business as Tweddle Group;
  -- Valeo Sylvania, Inc.; and
  -- Vignette Corporation.

                        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.  Attorneys
Kramer Levin Naftalis & Frankel LLP, in New York, represent the
official committee of unsecured creditors appointed in the case.
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)


CITIGROUP INC: Hands Out 15 Pink Slips at Bermuda Offices
---------------------------------------------------------
New York-based Citigroup Inc. has made 15 jobs at its Bermuda
offices redundant as part of a series of job cuts worldwide, Alex
Wright of The Royal Gazette reports.

According to the report, the company employs around 230 people at
its Citi Hedge Fund Services and Citigroup Fund Services (Bermuda)
units within its Global Transaction Services Group, but the
company would not confirm which departments had been affected.

Citigroup, the report recalls, announced in November last year
that it was aiming to axe 52,000 jobs or one-seventh of its
workforce globally, with staff in Bermuda along with their peers
across the world invited to a virtual town hall meeting to be
informed of the lay-offs and the financial condition of the
company.

                     About Citigroup Inc.

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

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

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


CITIGROUP INC: In Final Talks With Sumitomo Trust Over Nikko Asset
------------------------------------------------------------------
Citigroup is in final talks with Sumitomo Trust & Banking Co. to
sell its Nikko Asset Management unit for around JPY100 billion,
Dow Jones Newswires report citing people familiar with the
situation.

The report relates that speaking on condition of anonymity, those
people said an agreement could be reached as early as next week.

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

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

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


COHUTTA WATER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cohutta Water, Inc.
        3459 Hill Forrest Tr.
        Acworth, GA 30101

Bankruptcy Case No.: 09-76504

Chapter 11 Petition Date: June 29, 2009

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

Judge: C. Ray Mullins

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  Tel: (404) 231-1933
                  Email: millerlawfirm@mindspring.com

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

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

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

The petition was signed by Steven W. Carroll, president of the
Company.


COYOTES HOCKEY: Court to Consider Reinsdorf Bid on July 6
---------------------------------------------------------
Jerry Reinsdorf, owner of Major League Baseball's Chicago White
Sox and National Basketball Association's Chicago Bulls, offered
$148 million to keep the Phoenix Coyotes team of the National
Hockey League in Glendale.  Mr. Reinsdorf's bid would challenge
one from Jim Balsillie, co-chief executive officer of Blackberry-
maker Research In Motion Ltd., who has offered $212.5 million on
the condition he's allowed to move the team to Canada.

Judge Redfield T. Baum of the U.S. Bankruptcy Court directed an
auction to entertain bids to keep the team in the area before
considering bids that would require relocation of the team, which
would take time to complete and which the NHL opposes.
Mr. Reinsdorf was the sole bidder at the local auction.  Judge
Baum previously said that if the auction fails to attract an
acceptable offer, a September 10 auction for bids that requires
relocation will be held.

The Arizona Republic reports that Coyotes owner Jerry Moyes says
Mr. Reinsdorf's offer is illegitimate, noting that it appears to
be a no-cash bid that would assume $118.5 million in secured debt
but would fail to pay creditors.

The Court will convene a hearing July 6 to consider whether to
approve Mr. Reinsdorf's bid or proceed to the second auction for
the team.

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

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


DYNCORP INTERNATIONAL: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on DynCorp International LLC, including the corporate credit
rating, to 'BB' from 'BB-'.  The outlook is stable.

The ratings upgrade reflects improved credit protection measures
due to recent contract wins. In February 2008, a joint venture in
which DynCorp International has a 51% stake won a five-year
contract (INSCOM) that could be worth up to $4.6 billion, to
provide translation services for the U.S. Army in Iraq.  Sales in
fiscal 2009 (ended April 3, 2009) increased 45%, due largely to
the INSCOM contract, but also due to good growth on other
programs.  The higher revenues and earnings resulted in funds from
operations to total debt increasing to 29% from 16% in 2008 and
debt to EBITDA declining to 2.8x from 3.8x.  Free cash flow in
2009 was also much better than S&P expected, due to improved
collections of receivables.  Although growth will be much lower in
fiscal 2010, credit protection measures could improve modestly.

The ratings on DynCorp International reflect limited contract
diversity; the risky nature of some of its operations, and
possible changes in U.S. foreign policy.  The ratings benefit
somewhat from the firm's leading market positions, high demand for
its services, and a fairly stable revenue base.  DynCorp
International is a leading provider of defense technical services
and government outsourced solutions.

"Although Standard & Poor's expects revenue growth to slow in
2010, credit protection measures could improve modestly as
earnings increase and debt shrinks with excess cash flows," said
Standard & Poor's credit analyst Christopher DeNicolo.  Sales
related to the INSCOM contract are likely to decline as the U.S.
withdraws troops from Iraq, but growth on LOGCAP (a contract to
provide logistics services to the military in the Middle East) and
other contracts, as well as new programs, should more than offset
this.  S&P could revise the outlook to negative if funding for key
programs declines due to changes in U.S. foreign policy or
leverage increases materially to fund new contracts or
acquisitions, resulting in debt to EBITDA above 3.5x on a
sustained basis.

"We are unlikely to revise the outlook to positive in the near
term following the recent upgrade," he continued.


CONSECO INC: Unit Coinsures 104,000 Non-Core Insurance Policies
---------------------------------------------------------------
Conseco, Inc.  disclosed in a filing with the Securities and
Exchange Commission about an agreement under which two insurance
companies in its Conseco Insurance Group unit will coinsure, with
an effective date of Jan. 1, 2009, about 104,000 non-core life
insurance policies with Wilton Reassurance Company, a Minnesota
reinsurance company.

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

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

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

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

                        About Conseco Inc.

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

                           *     *     *

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

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

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

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


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.

An affiliate of CCMP Capital Advisors, LLC, serves as stalking
horse bidder for the Debtors' assets, offering to buy the business
for $202 million, subject to higher and better bids at an auction.

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.


ENCORE ACQUISITION: $375 Mil. Deal Won't Affect S&P's 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on oil
and gas exploration and production company Encore Acquisition Co.
(BB-/Stable/--) are not immediately affected by the company's
announcement that it will acquire properties in the Mid-Continent
and East Texas for $375 million.

Although approximately half of the purchase price will be financed
via an asset-sale to its master limited partnership, Encore Energy
Partners L.P., total adjusted debt will increase to more than
$1 billion.  Despite the increase in leverage, S&P doesn't expect
debt to EBITDAX to be more than 5.5x in 2009 or above 5x in 2010,
S&P's previously cited thresholds for a negative ratings action.


ENCORE ACQUISITION: Purchase Won't Affect Moody's 'B1' Rating
-------------------------------------------------------------
Moody's Investors Service commented that Encore Acquisition
Company's purchase of producing properties will have no effect on
its ratings.  The issuance of equity by Encore Energy Partners LP
will effectively result in a large portion of this acquisition
being funded with equity when viewing Encore and ENP on a
consolidated basis.  However, even with the high proportion of
equity funding and largely proved developed nature of the acquired
properties, this acquisition still increases leverage on a pro
forma basis and the ENP common units carry a distribution burden.
Therefore the rating outlook remains negative.

The last rating action was on April 22, 2009 when Moody's assigned
a B1 rating to Encore's proposed offering of senior subordinated
notes due 2016 and affirmed the B1 ratings on the company's
existing senior subordinated notes.  Moody's also affirmed
Encore's Ba3 Corporate Family Rating and Probability of Default
Rating.  The outlook remained negative.

Encore Acquisition Company is an independent exploration and
production company headquartered in Forth Worth, Texas.  Encore
also owns the general partner interest and approximately 58
percent of the common units of Encore Energy Partners LP, a
publicly traded E&P MLP.


ENERGY PARTNERS: Equity Panel to Fight Confirmation
----------------------------------------------------
According to Bloomberg News, the U.S. Trustee on June 29 formed an
official committee to represent shareholders, consisting of
Birch Run Capital Partners LP, High Energy LLC and Michael G.
Thompson Family Properties LLC.

Energy Partners' proposed Chapter 11 is already scheduled for a
confirmation hearing on July 29.  The shareholders committee is
expected to fight confirmation of the plan in its present form.

Under Energy Partners' plan, existing holders of stock are in line
for warrants for 12.5% of the stock, while all the new stock will
go to the holders of the $300 million in 9.75% senior unsecured
notes due 2014 and the $150 million of senior float-rating notes
due 2013.  Birch Run, however, asserts that shareholders should
have higher distributions, asserting that the existing stock is
worth $212 million.  Birch run noted that the company's valuation
was based on oil prices that since have risen 38%, Bill Rochelle
at Bloomberg reported.

As reported by the Troubled Company Reporter on June 17, 2009, the
United States Bankruptcy Court for the Southern District of Texas,
Houston Division approved the Disclosure Statement filed in
connection with Energy Partners, Ltd.'s proposed pre-negotiated
Joint Plan of Reorganization and authorized EPL to begin
soliciting votes on the Plan.

The Plan is supported by a committee that represents the Company's
senior unsecured noteholders.  The TCR on May 19, 2009, said the
Plan is supported by an ad hoc committee of the Company's senior
noteholders comprised of more than 66.6% of the outstanding
aggregate principal amount of the Company's 9.75% Senior Unsecured
Notes due 2014 and the Company's Senior Floating Notes due 2013.

The Plan provides for:

    -- Conversion of the Company's three series of outstanding
       Senior unsecured notes, representing approximately
       $455 million of indebtedness, into 100% of the outstanding
       common stock in the reorganized Company upon its emergence
       from bankruptcy;

    -- Current stockholders of the Company would receive warrants
       Exercisable for 12.5% of the common stock of the
       reorganized Company;

    -- Secured debt obligations under the Credit Agreement,
       Representing approximately $83 million of indebtedness,
       will be satisfied in full;

    -- Obligations owed to the MMS will be handled in the manner
       Previously described by the Company; and

    -- 100% cash recovery for unsecured creditors to be paid in
       accordance with the terms set forth in the Plan.

The TCR said the Company is seeking a new first lien working
capital facility to fund the Company's ongoing operations and pay
obligations under the Plan.

The Disclosure Statement filed on May 15, 2009, contains a
historical profile of the Company, a description of proposed
distributions to creditors, as well as many of the technical
matters required for the solicitation process.

"The Court's authorization allows us to begin the solicitation of
votes on our pre-negotiated Plan, and thereby move forward
expeditiously with our restructuring," said Alan D. Bell, Chief
Restructuring Officer.  "EPL is positioned to emerge from
Chapter 11 as a stronger company, with a significantly improved
balance sheet that will enable it to operate through the current
economic environment and beyond.  The Company is excited to have
the support of its senior noteholders and appreciates the
dedication and loyalty shown by its employees, customers and
vendors throughout the restructuring process."

EPL began the process of soliciting votes for the Plan from
eligible stakeholders on June 22, 2009.  The Court has set the
voting deadline for July 22, 2009, for eligible stakeholders.

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.

EPL and its affiliates filed for Chapter 11 on May 1 (Bankr. S.D.
Tex. Lead Case No. 09-32957).  Paul E. Heath, Esq., at Vinson &
Elkins LLP, in Dallas, serves as the Debtors' counsel.  Parkman
Whaling LLC serves as the Debtors' financial advisor.  As of
December 31, 2008, EPL had total assets of $770,445,000 and total
debts of $708,370,000.  The United States Trustee for Region 7 has
appointed six creditors to serve on the Official Committee of
Unsecured Creditors of Energy Partners Ltd. and its debtor-
affiliates.


ENTERPRISE PRODUCTS: Fitch Keeps 'BB+' Junior Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating for
Enterprise Products Operating LLC, the operating subsidiary of
Enterprise Products Partners L.P., following the announcement that
TEPPCO Partners L.P. has signed a definitive agreement to merge
with EPD in an all equity transaction, forming the largest
publicly traded energy partnership.  Fitch has also affirmed the
ratings for TPP and for Enterprise GP Holdings L.P., which owns
the EPD and TPP general partners as well as direct limited
partners interest in both entities.  These rating actions assume
that the debt at TPP and EPO would be pari passu, EPD will be able
to maintain or refinance TPP's current revolver borrowings and pro
forma credit measures at EPO remain consistent with Fitch's pre-
merger estimates.

Under the terms of the agreement, EPD will issue 1.24 EPD units
for each TPP unit.  In addition, EPE will receive 1.3 million EPD
units as consideration for its ownership of the TPP general
partner, which will become a wholly owned subsidiary of EPD.  The
transaction will be cash neutral to EPE after taking into account
the incremental cash distributions from EPD's general partner
following the acquisition.  In addition, EPCO Holdings will
exchange its TPP units for a combination of EPD limited partner
units and Class B units that will forego distributions for 16
quarters following the closing of the transaction.  This
represents approximately $40 million of distributions foregone.
The transaction must be approved by a simple majority of TPP units
outstanding and by a majority of unaffiliated (non-EPCO) unit
holders.

As Fitch communicated in its press release following the
announcement of the original proposed transaction, the acquisition
of TPP by EPD is a credit neutral event for both credits and for
EPE.  EPO's credit profile will remain largely unchanged with the
exception of its larger scale and additional assets including
TPP's fee based refined products transportation assets.
Additionally, TPP's creditors would enjoy the benefits of greater
asset diversification as well as an overall lower cost of capital,
which could help to boost the returns on TPP growth projects.

The transaction is expected to close in the fourth quarter of 2009
following customary regulatory approvals, including that under the
Hart-Scott-Rodino Antitrust Improvements Act and the TPP
unitholder vote.

Fitch affirms these ratings:

EPO

  -- IDR at 'BBB-';
  -- Senior Unsecured at 'BBB-';
  -- Junior Subordinated at 'BB+'.

TPP

  -- IDR at 'BBB-';
  -- Senior Unsecured at 'BBB-';
  -- Junior Subordinated at 'BB+'.

EPE

  -- IDR at 'BB-';
  -- Senior Secured at 'BB'.

The Rating Outlook is Stable for each issuer.


EXCO RESOURCES: Encore Agreement Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
independent exploration and production firm EXCO Resources Inc.
(B/Negative/--) are not immediately affected by the agreement that
EXCO has entered into with Encore Acquisition Co. (BB-/Stable/--)
to sell certain of its East Texas and Mid-Continent assets for
expected proceeds of $375 million.

The companies expect the sale to close in August 2009.  While S&P
views EXCO's expected deployment of asset sale proceeds for
deleveraging favorably, further debt reduction through additional
asset sales and/or free cash flow is necessary before S&P would
consider revising the outlook to stable.


FAIRPOINT COMM: May File for Bankruptcy, State Hires Counsel
------------------------------------------------------------
Daniel Barlow at Vermont Press Bureau reports that FairPoint
Communications, Inc., may file for bankruptcy protection by year-
end if the companies it owes money to don't agree to delay
interest payments on its debts.  FairPoint Communications,
according to a report by John Dillon at VPR News, said that it is
working with creditors to restructure $530 million in debt.

As reported by the Troubled Company Reporter on June 25, 2009,
FairPoint Communications commenced a private exchange offer for
its outstanding 13-1/8% Senior Notes due 2018 (CUSIP No. 305560
AH7) held by qualified institutional buyers and accredited
investors.  The Exchange Offer is primarily designed to reduce
FairPoint's cash interest expense for the second and third
quarters of 2009 and to help FairPoint maintain compliance with
the interest coverage ratio maintenance covenant contained in its
senior secured credit facility for the measurement period ending
June 30, 2009.  Accordingly, the Company believes the consummation
of the Exchange Offer is critical to its continued viability,
while it works with its financial advisor to evaluate its current
capital structure and to explore options with respect to a broader
and more permanent restructuring of its current capital structure.

According to VPR News, the Department of Public Service has hired
a bankruptcy expert to prepare for the possibility that FairPoint
Communications, the region's dominant land-line phone company,
will default on its debt and proceeds with the bankruptcy filing.

FairPoint Communications' revenues are down partly due to
continuing troubles with customer service, VPR News reltes, citing
David O'Brien, commissioner of the Department of Public Service.

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

                          *     *     *

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

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


FAIRPOINT COMM: Moody's Junks Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service downgraded FairPoint Communications,
Inc.'s corporate family rating to Caa2 from B3 following the
company's announcement that it had commenced a tender offer to
exchange is 13-1/8% senior unsecured notes, due 2018, for new
notes, which will be substantially identical to the old notes,
with the only differences being the company's ability to utilize a
PIK toggle option on the notes, and extending the maturity by one
day until April 2, 2018.  Ratings for the company's secured and
unsecured debt were also lowered, as outlined below.  The rating
actions conclude the review for downgrade initiated by Moody's on
March 17, 2009.  The downgrade of the CFR is based on Moody's
expectation of a high default probability and a lower, though
still above-average estimated recovery rate across all debt
instruments.  FairPoint's probability of default rating is Caa3,
reflecting the still high risk of further default within its
capital structure.  The rating outlook is negative.

The tender offer is conditional on 95% of the holders accepting
the exchange, which expires on July 22, 2009, with the net effect
being a reduction of the company's cash interest expense in the
second and third quarters of 2009 to help it stay in compliance
with the interest coverage covenant for those two quarters.
FairPoint also warned in its filings that, absent the exchange, it
may not be able to make the scheduled October 1, 2009 interest
payment on the notes.  These key features and the targeting of the
pending covenant defaults cause the transaction to be viewed as
analogous to a partial restructuring and a deemed limited default
by Moody's.

The Caa3 PDR will prevail during the tender offer process.  If the
tender closes, the PDR will be repositioned to Caa3/LD to reflect
conclusion of the limited default that will have then occurred.
The "/LD" suffix will be removed after three business days.  If
the tender does not close, the "/LD" designation will not be
placed on the PDR.  However, the ratings and the negative outlook
reflect Moody's belief that further restructuring of the balance
sheet is inevitable, as the company's current capital structure is
unsustainable based on the probable EBITDA and cash flow that the
company will generate from its operations in relation to its debt
structure over the forward rating horizon.

These summarizes the rating actions taken by Moody's:

Downgrades:

Issuer: FairPoint Communications, Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Senior Secured Bank Credit Facility, Downgraded to Caa1 from
     B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Caa3

  -- Outlook: Changed to Negative from Rating Under Review

Moody's believes that the ongoing issues with rectifying systems
transition concerns will further delay the company's revenue
enhancement initiatives, which will increase the company's
adjusted Debt/EBITDA leverage in the near term.  Although the
company may have the capacity to generate over $200 million in
free cash flow after 2009, near term free cash flow generation
continues to be strained by the systems remediation efforts and
the lack of near-term visibility of the company's ability to
accurately bill and collect its revenues.

Moody's most recent rating action for FairPoint was on May 6,
2009.  At that time, Moody's downgraded FairPoint's corporate
family rating to B3 from B1 and its probability of default rating
to Caa3 from B1, and maintained a review for possible further
downgrade reflecting the heightened risk of debt impairment within
its capital structure.

Fairpoint, headquartered in Charlotte, North Carolina, is the
eight largest wireline telecommunications company in the U.S.,
serving about 1.4 million access lines in primarily rural areas
and small- and medium-sized cities.


FANNIE MAE: Retained Mortgage Portfolio Grew by 35.1% in May
------------------------------------------------------------
Andrew Edwards at Dow Jones Newswires reports that Fannie Mae said
that its retained mortgage portfolio increased at a compound
annual rate of 35.1% in May to $789.634 billion.  Dow Jones
relates that Fannie Mae said that its portfolio didn't grow almost
as much on an absolute basis, increasing 6.8%, or $50.3 billion
from May 2008.

According to James R. Hagerty at The Wall Street Journal, Fannie
Mae said that 3.42% of the single-family mortgages it owns or
guarantees were 90 days or more delinquent in April, up from 3.15%
in March.

Citing economist Richard DeKaser, WSJ states that the continuing
rise in loan delinquencies is due to the increase in job losses
and the "evaporation" of home equity amid declining home prices,
leaving many borrowers without a cushion when they lose their
jobs.

Mortgage Bankers Association chief economist Jay Brinkmann said
that delinquencies probably won't start to drop before the second
half of 2010, WSJ reports.

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government-sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FEDERAL TRUST: Merges With Hartford, Meets OTS Directive
--------------------------------------------------------
Federal Trust Corporation filed a Form 15 with the Securities and
Exchange Commission to deregister its common stock and suspend its
duty to file reports with the Commission.

On June 26, 2009, pursuant to the Agreement and Plan of Merger
dated as of November 14, 2008, by and among The Hartford Financial
Services Group, Inc., FT Acquisition Corporation, and a wholly
owned subsidiary of Hartford -- Merger Sub -- and Federal Trust
Corporation, Merger Sub merged with and into Federal Trust, with
the Company continuing as the surviving corporation and becoming
an indirect wholly owned subsidiary of Hartford and all
outstanding shares of common stock, $0.01 par value per share,
being converted into the right to receive $1.00 per share in cash.

As a result, the Company has terminated all offerings of its
Common Stock pursuant to its existing registration statements,
including the Company's Registration Statement on Form S-8.

In April 2008, the Federal Reserve Bank placed restrictions on the
activities and transactions of the Federal Trust Bank.  The
restrictions include being placed on a Real-Time Monitor status of
the Bank's account and a zero limit on the daylight overdraft
capacity.  In addition, the FRB requested pledged collateral to
the discount window as a result of the restrictions.

In January 2009, the Office of Thrift Supervision approved the
Bank's capital restoration plan, subject to the Bank stipulating
to the issuance of a Prompt Corrective Action Directive.  The
Directive was issued and became effective on February 3, 2009, and
includes restrictions on the operations of the Bank, many of which
were already applicable to the Order; the Bank's status as being
in "troubled condition;" and the Bank falling into one of the
three categories of undercapitalized institutions under Prompt
Corrective Action statutes and regulations.  The Directive also
requires the Bank to comply with the terms of capital restoration
plan and to either merge or be acquired by another financial
institution.

In its March 31, 2009 quarterly report to the Securities and
Exchange Commission, Federal Trust said, "although we have entered
into a merger agreement and certain conditions to the merger have
been satisfied, the Company is unable at this time to determine
whether the merger will be completed.  In addition, the Bank's
operating and capital requirements, the recurring losses due to
recent increases in nonperforming loans, declining net interest
margin and continuing high levels of operating expenses are also
factors which raise substantial doubt about the Company's ability
to continue as a going concern."

Federal Trust had $580,137,000 in total assets and $592,925,000 in
total liabilities, resulting in $12,788,000 in stockholders'
deficit as of March 31, 2009.

Federal Trust Corporation is the sole shareholder of Federal Trust
Bank and Federal Trust Mortgage Company.  Federal Trust operates
as a unitary savings and loan holding company.  Federal Trust's
primary business activity is the operation of the Bank and the
Mortgage Company.  The Bank is a federally chartered stock savings
bank.  The Bank's deposits are insured up to applicable limits by
the Federal Deposit Insurance Corporation.  The Bank provides a
wide range of banking services to individual and corporate
customers through its 11 full-service branch offices located in
Orange, Seminole, Volusia, Lake and Flagler Counties, Florida.
Until April 30, 2008, the Mortgage Company originated residential
mortgage loans, purchased and sold mortgage loans in the secondary
market, and serviced residential mortgage loans including loans in
the Bank's portfolio.  In April 2008, the Bank assumed the staff
and operations of the Mortgage Company.


FIRST AMERICAN: First Advantage Deal Won't Affect Fitch's Ratings
-----------------------------------------------------------------
Fitch Ratings took no rating action on First American
Corporation's ratings following FAF's announcement to purchase the
26% minority interest in First Advantage Corporation in an all
stock transaction.  This transaction is expected to close before
year end.

Fitch views this transaction as ratings neutral because this is an
all stock transaction.  Structuring this transaction as an all
equity deal will have a modest impact on financial leverage and no
impact on earnings based on interest coverage.  However, Fitch
recognizes that all acquisitions have some level of risk embedded
in them, particularly in areas of purchase price and inability to
materialize management's synergy estimates.  Fitch will cautiously
monitor this transaction as it matures to look for these potential
shortcomings.

Fitch believes that this transaction will simplify the legal and
organizational structure of the companies which will aid in the
proposed spin-off of the Financial Services business, which
include title and specialty insurance.  The initial timeframe for
the spin-off was third quarter 2008; however, market conditions
have forced a delay of the spin-off.  FAF's management has stated
that it is still committed to the spin-off but will only do so
when the conditions are favorable.

Additional benefits of the FADV buyout include improved corporate
governance alignment and a potential to recognize cost savings.

Fitch recognizes that the Information Solutions business segment
has acted as a shock absorber during this recent downturn in the
real estate cycle.  The agency will evaluate how the
organizational and capital structure on a post spin-off basis when
this event occurs to determine if the current ratings adequately
reflect a post spin-off structure.

The current Negative Outlook is indicative of the negative trends
in First American's reserves and profitability coupled with the
lack of organic capital growth.  Fitch will review the company's
performance over the near term, along with the rest of the
industry, to determine if the company's credit profile remains
consistent with the current rating level.  If Fitch concludes that
the company is operating in a manner inconsistent with its current
rating category, Fitch would likely lower the ratings one to two
notches.

Fitch notes that any topics that are covered in its criteria
reports not specifically mentioned above are considered neutral to
the rating as of the date of this publication.

Fitch currently maintains these ratings with a Negative Outlook:

The First American Corporation

  -- IDR 'BBB';
  -- Senior debt 'BBB-';
  -- $200 million senior unsecured notes 2014 'BBB-';
  -- $100 million senior unsecured debentures due 2028 'BBB-'.

First American Capital Trust

  -- $100 million trust preferred security due 2012 'BB+'.

Fitch currently rates these insurance companies:

First American Title Insurance Company
First American Title Insurance Co. of New York
First American Title Insurance Co. (UK) PLC.
Ohio Bar Title Insurance Co.
Pacific Northwest Title Ins Co
Port Lawrence Title & Trust Co.
Mortgage Guaranty & Title Co.
Massachusetts Title Insurance Co.
Western National Title Insurance Company
United General Title Insurance Co.
Censtar Title Ins Co
T.A. Title Ins Co
First American Title Ins Co of KS
First American Title Insurance Co. of Oregon
First American Title Insurance Co. of North Carolina
Land Title Insurance Co. of St. Louis

  -- Insurer Financial Strength 'A-'.

The Rating Outlook for the insurance companies is Negative.


FORUM HEALTH: Court Sets August 3 General Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
established August 3, 2009, at 4:00 p.m. (prevailing Pacific
Time), as the general bar date for filing proofs of claim in Forum
Health, et al.'s bankruptcy cases.

Governmental units have until 4:00 p.m. (prevailing Pacific Time)
on September 14, 2009, to file proofs of claim against the
Debtors.

Proofs of claim must be filed so as to be received by Kurtzman
Carson Consultants LLC on or before the applicable bar dates.
Proofs of claim may be filed in person, by courier service, by
mail, or by hand delivery addressed to:

     Forum Health, et al. Claim Processing
     c/o Kurtzman Carson Consultants LLC
     233 Alaska Avenue
     El Segundo, CA 90245

Proofs of claim may also be filed via the Bankruptcy Court-
approved electronic case filing system.

As reported in the Troubled Company Reporter on June 19, 2009,
Forum Health, et al., asked the Court to extend their exclusive
periods to:

  -- file a Chapter 11 plan until Nov. 11, 2009; and

  -- solicit acceptances thereof until Jan. 11, 2010.

The Debtors said that they proposed the extension of time out of a
sense of efficiency and an abundance of caution.  Within the
extension period, the Debtors expect to comply with the plan
filing requirements of the final cash collateral order.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009, (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul
W. Linehan, Esq. and Shawn M Riley, Esq., at McDonald Hopkins LLC,
are lead counsel to the Debtors.  The Debtors have also tapped
Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA, as co-
counsel; Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent; and Huron Consulting Services LLC as financial
advisors.  Alston & Bird LLP represents the official committee of
unsecured creditors formed in the Chapter 11 cases.  At the time
of its filing, Forum Health listed between $100 million and
$500 million each in assets and debts.


GAINEY CORP: Breaches Letter of Agreement on Charter Flights
------------------------------------------------------------
Gainey Corp. officials have breached a letter of agreement signed
in January government when and how charter flights can be used
versus commercial air, Cami Reister at The Grand Rapids Press
reports, citing the Company's creditors.

"The Debtor is in material default of the terms of the letter,"
The Grand Rapids Press quoted the Hon. James Gregg of the U.S.
Bankruptcy Court for the Western District of Michigan as saying.
According to The Grand Rapids Press, Gainey officials chartered a
Lear jet through Gainey Aircraft Corp. on six occasions between
January 23 and April 7 with a cost totaling more than $105,000.
The Grand Rapids Press relates that the trips were taken to other
Gainey locations or to the Company's customers.  Judge Gregg, says
The Grand Rapids Press, ruled that Gainey officials travel "like
most of the rest of us do. . . . Not first class, not business
class."  Gainey failed to provide documentation showing a charter
flight was justified for those trips, the report states, citing
Judge Gregg.

"The plane hasn't been flown for company business since April.  We
no longer employ the pilots and none of us ever flies first class.
Not for company business.  I fly coach.  That's why we're
mystified that the opposition would use the resources of the court
for a hearing that's meaningless," The Grand Rapids Press quoted
Gainey's founder, Harvey Gainey, as saying.

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

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

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


GENARO MENDOZA: Wants to Hire MacConaghy & Barnier as Attorneys
---------------------------------------------------------------
Generao Mendoza asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ MacConaghy &
Barnier PLC as its attorneys.

The firm will:

   a) advise the Debtor regarding matters of bankruptcy laws;

   b) represent the Debtor in proceedings or hearings in the
      Court;

   c) assist the Debtor in the preparation and litigation of
      appropriate applications;

   d) advise the Debtor concerning the requirements of the
      Bankruptcy Code and Rules relating to the administration of
      this case and the operation of the Debtor's business;

   e) assist the Debtor in the negotiation, preparation,
      confirmation, and implementation of a plan of
      reorganization; and

   f) perform all other legal services for the debtor-in-
      possession as may be necessary.

John H, MacConaghy, Esq., will charge $400 per hour while Jean
Barnier, Esq., will bill $275 per hour.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Secton 101(14) of the Bankruptcy Code.

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).  The Debtor listed $100 million to
$500 million in assets and 50 million to $100 million in debts.


GENERAL MOTORS: Magna Remains Frontrunner for Opel, Report Says
---------------------------------------------------------------
Patrick Donahue at Bloomberg News reports that German state leader
Roland Koch told the Financial Times Deutschland in an interview
that Magna International Inc. remains the frontrunner in the
bidding process for General Motors Corp.'s Opel unit.  Although
Magna won a bidding contest for Opel in May, interest among
possible contenders such as Beijing Automotive Industry Holding
Co. and RHJ International SA has been renewed.  Mr. Koch, who is
prime minister of Hesse, the state where Opel is based, told the
newspaper that awarding Opel to a bidder other than Magna would be
"not serious."

                     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.  Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Tengzhong in Talks with China on Hummer Purchase
----------------------------------------------------------------
Bloomberg News reports that Sichuan Tengzhong Heavy Industrial
Machinery Co. reiterated talks are ongoing with China's regulators
on its plans to buy General Motors Corp.'s Hummer unit.  "We've
been having appropriate dialogues with appropriate regulatory
agencies for some time," Tim Payne of Brunswick Group Ltd., the
public relations company representing Chengdu, Sichuan province-
based Tengzhong, said over the phone June 29.

Tengzhong will start formal talks with China's government to win
approval for its bid to buy the Hummer, Wall Street Journal
reported June 29, citing unidentified people familiar with
the matter.  Tengzhong has not yet formally presented the
purchase to the government.

                     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.  Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Application for Garden City as Claims Agent Okayed
------------------------------------------------------------------
General Motors Corp. and its affiliates sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
authority to employ The Garden City Group, Inc., as their notice
and claims agent nunc pro tunc to the Petition Date.  The Debtors
asserted that the appointment of an agent is both necessary and in
the best interest of their estate and creditors.  Garden City is
one of the country's leading Chapter 11 administrators with
expertise in noticing, claims processing, balloting administration
and distribution, the Debtors relate.

As claims and noticing agent, Garden City will:

  (a) notify all potential creditors of the filing of the
      bankruptcy petition and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure;

  (b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed;

  (c) notify all potential creditors of the existence and amount
      of their claims as evidenced by the Debtors' books and
      records and set forth in the Schedules;

  (d) furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after those notice and form are approved by the Court;

  (e) file with the Court a copy of the notice, a list of
      persons to whom it was mailed, and the date the notice was
      mailed, within 10 days of service;

  (f) docket all claims received and maintain the official
      claims register on behalf of the Court;

  (g) specify, in the Claims Register, these information for
      each claim docketed (i) the claim number assigned; (ii)
      the date received; (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim;
      and (iv) the classification of the claim;

  (h) record all transfers of claims and provide any notices of
      those transfers required by Rule 3001 of the Federal Rules
      of Bankruptcy Procedure;

  (i) make changes in the Claims Register pursuant to Court
      Order;

  (j) maintain the official mailing list for the Debtors of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Court;

  (k) assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of a plan of reorganization;

  (l) 30 days prior to the close of the Chapter 11 cases, an
      Order dismissing Garden City will be submitted terminating
      the services of the Garden City upon completion of its
      duties and responsibilities and upon the closing of these
      Chapter 11 cases; and

  (m) at the close of these Chapter 11 cases, box and transport
      all original documents in proper format, as provided by
      the Court, to the Federal Records Center.

The Debtors will pay Garden City based on the firm's standard
hourly rates:

Administrative                              $45-$70
Data Entry Processors                           $55
Mailroom and Claims Control                     $55
Customer Service Rep's                          $57
Project Administrators                      $70-$85
Quality Assurance Staff                     $80-$125
Project Supervisors                         $95-$110
Systems & Technology Staff                 $100-$200
Graphic Support                                 $125
Project and department managers            $125-$150
Directors, senior consultants,
     and assistant vice presidents          $175-$250
Senior Managers                                 $250

Neil L. Zola, president and chief operating officer of Garden
City, assured the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors have paid Garden City a retainer of $1,850,000.

                     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.  Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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 Approves Weil Gotshal as Bankruptcy Counsel
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized General Motors Corp. and its
affiliates to employ Weil, Gotshal & Manges LLP, as their
bankruptcy counsel.   As lead bankruptcy counsel, WG&M will:

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

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

  (c) take all necessary action in connection with the Debtors'
      motion to approve the sale of the Debtors' assets to
      Vehicle Acquisition Holdings LLC;

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

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

For its services, Debtors propose to pay WG&M on a general
retainer basis in accordance with its normal hourly rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Members                               $650-$950
  Associates                            $355-$640
  Paraprofessionals                     $155-$290

The Debtors will also reimburse WG&M of reasonable, necessary
expenses.

As of the Petition Date, WG&M estimates that it had a remaining
credit balance in favor of the Debtors for approximately
$5,900.000.  During the approximate six-month period prior to the
Petition Date, the firm received from the Debtors an aggregate of
$54,012,221 for professional services performed and expenses
incurred, and as advance payments to cover an estimate for the
period through the Petition Date for all services and expenses,
including those relating to the Chapter 11 cases.  WG&M intends to
apply the retainer to any outstanding amounts relating to the
period prior to the Petition Date, which were not processed
through the firm's billing system as of the Petition Date, and to
retain the balance on account of services rendered and expenses
incurred subsequent to the Petition Date.

Stephen Karotkin, Esq., a member of Weil, Gotshal & Manges, LLP,
assures the Court that his firm does not hold or represent an
interest adverse to the Debtors' estates in the matters upon which
WG&M is to be employed, and is a "disinterested person" as the
term is defined in Section 101(14) and as modified by section
1107(b) of the Bankruptcy Code.

Mr. Karotkin disclosed that a partner of his firm was formerly
deputy counsel to the president of the United States and was
involved in the selection, nomination, and confirmation of the
Deputy Special Inspector General of the Troubled Asset Relief
Program, or TARP.  This partner has not and will not have any
involvement in the Debtors' Chapter 11 cases, Mr. Karotkin stated.

                     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.  Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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 OKs Rejection of Aircraft Lease Agreements
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized General Motors Corp. and its
affiliates to reject their aircraft leases effective on the date
they surrender the leased property.  In addition to surrendering
possession of the aircraft, engines and parts, Judge Gerber
directed the Debtors to turn over to AVN Air, LLC, and SunTrust
Equipment Finance & Leasing Corp., any records related to the
aircraft of the type normally delivered to a purchaser of similar
aircraft.

Pursuant to the Court's order, the Debtors will perform all of its
obligations to Wayne County Airport Authority arising from and
after the Petition Date.  The Detroit Metropolitan Wayne County
Airport will not be deemed surrendered to WCAA until the Debtors
have vacated the premises.

Without the necessity of further order of the Court, U.S. Bank
Trust National Association, as Trustee under the Trust Agreement,
is authorized to disburse to General Electric Capital Corporation
all or any portion of the Trust Property.

Prior to the Petition Date, General Motors Corporation was a party
to two aircraft lease agreements with Suntrust Corporation and
five aircraft lease agreements with AVN Air, LLC:

A. Suntrust Leases

      * Aircraft Lease Agreement (N5101), dated September 27,
        2001, for a 1998 Gulfstream Aerospace G-V aircraft

      * Aircraft Lease Agreement (N5102), dated September 27,
        2001, for a 1998 Gulfstream Aerospace G-V aircraft

B. AVN Leases

      * Aircraft Lease Agreement (S/N 4013), dated September 1,
        2005, as amended, for a Gulfstream Aerospace
        Corporation, Model G-IV

      * Aircraft Lease Agreement (S/N 4019), dated November 16,
        2005, as amended, for a Gulfstream Aerospace
        Corporation, Model G-IV

      * Aircraft Lease Agreement (S/N 4016), dated September 20,
        2005, as amended, for a Gulfstream Aerospace
        Corporation, Model G-IV

      * Aircraft Lease Agreement (S/N 4023), dated December 19,
        2005, as amended, for a Gulfstream Aerospace
        Corporation, Model G-IV

      * Aircraft Lease Agreement (S/N 4026), dated September 29,
        2005, and February 2, 2006, as amended, for a Gulfstream
        Aerospace Corporation, Model G-IV

Robert B. Weiss, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, the Debtors' proposed counsel, relates by
that a Trust Agreement, dated December 14, 2005, between GM, as
Remainder Participant, General Electric Capital Corporation, as
beneficiary, solely in its capacity as agent for AVN and U.S. Bank
and Trust National Association, as Trustee, and a related Deposit
Agreement, the Trustee holds deposits from GM for each of the AVN
Leases in these amounts:

         Lease                 Security Deposit
         -----                 ----------------
         AVN 4013                 $2,678,763
         AVN 4016                  2,678,863
         AVN 4019                  2,678,763
         AVN 4026                  2,678,760
         AVN 4023                  2,678,763

GM asserts that pursuant to the terms of the Trust Documents, the
Security Deposits can be applied to the amounts outstanding under
the AVN Leases.

Additionally, GM is party to a lease agreement with the Board of
Country Road Commissioners of the County of Wayne, in Michigan,
dated July 5, 1984, pursuant to which GM leases Hangar Building
530 and additional space on the premises at the Detroit
Metropolitan Wayne County Airport located in Wayne, Michigan.

Mr. Weiss asserts the Leases are not necessary or valuable to the
Debtors' business activities or the sale process.  According to
Mr. Weiss, assuming and assigning the Leases would not be
beneficial to the Debtors' estates and that maintaining the Leases
would unnecessarily deplete the assets of the Debtors' estates to
the direct detriment of their creditors.

Accordingly, the Debtors have determined to reject the Leases,
pursuant to Section 365 of the Bankruptcy Code, effective as of
the later of June 1, 2009, and the date of surrender of the
Leases.

Mr. Weiss told the Court that to facilitate the transfer of
possession and operational control of the aircrafts to the
relevant lessor, a termination of the aircraft leases must be
filed with the Federal Aviation Administration.  Thus, the Debtors
also sought the Court's authority to execute and file a Notice of
Termination for the Leases and all other documentation necessary
for surrender and control of the aircrafts under all applicable
laws and regulations.

In addition, the Debtors asked the Court to permit AVN to
provisionally apply the Security Deposits in the manner
contemplated by the Leases to minimize AVN's damages while
preserving the right of the Debtors and all parties-in-interest to
require AVN to remarket and redeploy the aircrafts in the manner
required under the Leases.

Moreover, to promote the orderly and expeditious administration of
the Debtors' estates, the Debtors asked the Court to direct AVN,
GE Capital, Suntrust, and Wayne County, to file proofs of claim in
respect of any lease rejection damages within 45 days after the
date of entry of an Order authorizing the rejection of the Leases
and the other relief requested in this Motion.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: May Employ Jenner & Block As Conflicts Counsel
--------------------------------------------------------------
General Motors Corp. and its affiliates won approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Jenner & Block LLP as their special conflicts counsel nunc pro
tunc to the Petition Date.

According to General Motors Corporation's Treasurer, Walter G.
Borst, Jenner & Block, since 2002, has regularly provided GM with
legal counsel on a variety of matters, including corporate and
securities matters, significant transactions, regulatory
investigations, and product liability and other litigation.
Certain Jenner & Block professionals have represented GM in
corporate and securities matters for a significant time prior to
2002 during the course of those professionals' affiliation with
another law firm.

In collaboration with Weil, Gotshal & Manges LLP, Jenner & Block's
professionals have also provided advice to the Debtors in
connection with the Debtors' prepetition restructuring efforts and
have otherwise assisted the Debtors in preparing for the
commencement of their Chapter 11 Cases.

As special conflicts counsel, Jenner & Block will advice the
Debtors on:

   (a) general bankruptcy matters for which Weil Gotshal cannot
       represent the Debtors because of a conflict;

   (b) transactional and bankruptcy issues related to the Master
       Purchase Agreement and the 363 Transaction, including
       their implementation;

   (c) corporate and securities matters;

   (d) certain litigation matters, including issues arising from
       the MPA and the 363 Transaction, product liability suits,
       equipment financing disputes, securities investigations
       and litigation, contract and lease assumptions and
       rejections, and such litigation disputes as may arise
       from any of the foregoing; and

   (e) any other matters as the Debtors may specifically request
       during the pendency of the Chapter 11 Cases for which
       WG&M is not advising the Debtors.

Mr. Borst says Jenner & Block will notify the Office of the United
States Trustee of any material additional engagements.

For its services, the Debtors propose to pay Jenner & Block based
on its customary hourly rates and reimburse the firm of necessary,
reasonable out-of-pocket expenses it incurred in the Debtors'
behalf.

Jenner & Block's billing rates are:

  Professional                        Hourly Rates
  ------------                        ------------
  Partners                            $440 to $960
  Counsel                             $385 to $725
  Associates                          $275 to $520
  Paraprofessionals                   $125 to $275

Jenner & Block, from December 11, 2008, through the Petition Date,
received $11,030,168 in fees and $259,585 in expense reimbursement
from GM for services rendered in contemplation of or in connection
with the Chapter 11 Cases.  Jenner & Block, prepetition, also
received a retainer totaling $6,500,000.  Consistent with the
terms of its prepetition engagement letter with GM, Jenner & Block
has drawn down on the Retainer to compensate it for services
provided to GM.  Prior to the Petition Date, Jenner & Block
applied amounts due from GM as compensation for professional
services, including services performed in connection with the
potential commencement of the Chapter 11 Cases and the
contemplated 363 Transaction.  As of the Petition Date, the
Debtors do not owe Jenner & Block any amounts for legal services
rendered or expenses incurred prepetition.

Daniel R. Muray, Esq., a partner at Jenner & Block LLP, in New
York, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14), and as modified by
Section 1107(b) of the Bankruptcy Code.

He discloses that Jenner and Block does not agree to share with
any person, any compensation or reimbursement received in
connection with the Chapter 11 cases, except pursuant to the
partnership agreement of Jenner & Block.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Parties Seek Payment of Reclamation Claims
----------------------------------------------------------
Nine parties separately ask the U.S. Bankruptcy Court for the
Southern District of New York to compel the Debtors to pay their
reclamation claims on account of goods that they sold in the
ordinary course of the Debtors' business and received by the
Debtors within 20 to 45 days before the Petition Date:

                                                     Reclamation
  Asserting Party                                   Claim Amount
  ---------------                                   ------------
  Praxair, Inc. and Praxair Distribution, Inc.        US$336,671
                                                     and C$7,771

  Visteon Corporation                                 $4,636,512

  Hagemeyer, N.A.                                      1,770,088

  Panasonic Electric Works
   Corporation of America                                338,759

  Flextronics International, Inc.                         57,923

  Sun Microsystems, Inc. and Sun Microsystems
   Global Financial Services, Inc.                        42,270

  Yazaki North America, Inc.                         Undisclosed

  Hirata Corporation of America                           15,876

  Panasonic Automotive Systems Company                 4,089,078

  Dow Chemical Company                               Undisclosed


                     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.  Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Seeks Court Approval of Deal with Four Unions
-------------------------------------------------------------
General Motors Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve settlements
entered into between the purchaser of substantially all of the
Debtors' assets and four unions, representing in the aggregate,
about 1,056 retirees and 150 active employees:

  -- the International Association of Machinists and Aerospace
     Workers,

  -- the International Brotherhood of Painters and Allied Trades
     of the United States and Canada, Sign & Display Union Local
     591,

  -- the Michigan Regional Council of Carpenters, Local 687 and
     Interior Systems, Local 1045, and

  -- the International Brotherhood of Electrical Workers.

The New Agreements provide for new programs regarding retiree
benefits that are to be entered into in connection with the
proposed sale of the Debtors' assets.  The Settlement Agreements
state that the Purchaser will provide certain retiree benefits to
the covered groups on terms substantially identical to the terms
under which the Purchaser has agreed to provide those benefits to
GM's salaried retirees.

The salient terms of the Settlement Agreements are:

  (a) Effective January 1, 2010, the Purchaser will have no
      responsibility under the Retiree Medical Benefits in 2009,
      which was provided in accordance with the GM Hourly Plan
      through 2009.

  (b) All retiree medical benefits will be provided through the
      Purchaser's Retiree Health Care Plan.  The Purchaser's
      obligation is fixed and capped at certain levels for
      pre-Medicare single coverage and pre-Medicare family
      coverage.  There will be no retiree medical benefit for
      those retirees who are Medicare eligible.  Benefits will be
      adjusted annually as necessary to keep the cost in line
      with the cap.

  (c) The retiree medical benefits are not guaranteed.  The
      Purchaser may terminate the plan or reduce benefits.  If
      benefits are reduced or terminated, the same restrictions
      will apply to all groups in the plan.

  (d) Effective the first month after the closing of the 363
      Transaction, the Purchaser will provide Basic Life
      Insurance in retirement in the maximum amount of $10,000.
      The Retirees whose Basic Life Insurance Entitlement is
      below $10,000 will remain at the lower level.

The Unions have agreed to take further action to release claims
against General Motors Corporation and its subsidiaries, and their
employees, officers, directors, and agents, relating to retiree
medical benefits and life insurance.  Moreover, in connection with
the Settlement Agreement with IAMAW and IBEW, the Purchaser will
assume an amended collective bargaining agreement with the Unions.

At the Debtors' request, the Court will hold a hearing on the
Motion on July 2, 2009, at 2:00 p.m.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Seeks Court Nod to Purchase Delphi's Assets
-----------------------------------------------------------
Pursuant to Sections 363 and 365 of the Bankruptcy Code, the
General Motors Corp. and its affiliates seek the consent of Judge
Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to purchase, and guarantee the purchase, of
certain assets of Delphi Corporation pursuant to a Master
Disposition Agreement, dated June 1, 2009.

Under the transaction with Delphi:

  -- certain of GM's non-debtor subsidiaries will acquire
     Delphi's global steering business, its facilities in Kokomo,
     Indiana; Rochester, New York; Lockport, New York; and Grand
     Rapids, Michigan; and the Plan Investor Litigation between
     Delphi and Appaloosa Management, L.P., and other Plan
     Investors under an Equity Purchase and Commitment Agreement;

  -- Parnassus Holdings II, LLC, and certain of its affiliates
     will acquire substantially all of the remaining Delphi
     operating assets; and

  -- Delphi will maintain the remainder of its assets until those
     assets are sold or wound down.

GM anticipates that its total expenditures with respect to the
Transaction with Delphi will be $3.9 billion, consisting of
payments to Delphi or its creditors for $1.1 billion, a $2 billion
equity investment in Parnassus, a commitment to fund up to
$500 million of loans to Parnassus, and a $250 million interim
postpetition financing as part of the GM-Delphi Financing
Arrangement.  Platinum Equity Capital Partners II, LP, an
affiliate of Parnassus Holdings, will provide up to $500 million
in financing.

GM expects the Transaction to close on or before July 31, 2009,
which may be at the same time as the proposed sale of
substantially all of GM's assets to Vehicle Holdings Acquisition
LLC.  Since the protection of supply is essential to the Debtors'
reorganization efforts, the Debtors intend to consummate the
Delphi Transaction regardless of whether the Proposed GM Sale
occurs.

The Master Disposition Agreement will terminate if by July 15,
2009, the Court does not approve GM's entry into and performance
under the Master Disposition Agreement and other related
documents, including:

  -- the Securities and Purchase Agreement, Operating Agreement,
     Loan Agreement, and Commercial Agreements with Parnassus
     under which GM agreed to purchase Class A Membership
     Interests in Parnassus for $2 billion, and the Platinum
     Equity affiliate agreed to purchase Class B Membership
     Interests in Parnassus for $250 million;

  -- the Loan Agreement under which GM and an affiliate of
     Platinum Equity have agreed to make available to Parnassus
     upon closing of the Securities and Purchase Agreement
     delayed draw term loans aggregating $750 million;

  -- Commercial Agreements under which Parnassus agreed to assume
     certain GM supply contracts relating to the businesses and
     facilities to be acquired by Parnassus; and

  -- the agreement with Pension Benefit Guaranty Corporation
     under which GM may agree to make a cash payment to the PBGC
     and assume all or some portion of the net underfunded
     liability of Delphi's hourly pension plan.

Full-text copies of the Agreements are available for free
at http://ResearchArchives.com/t/s?3e15

The Debtors tell the Court that they are on the verge of resolving
one of the biggest obstacles that has occupied them for four years
-- securing a stable supply of component parts from their largest
supplier, Delphi, which has been under bankruptcy protection since
October 2005.  Given Delphi's liquidity crisis and the potential
for foreclosure by its DIP Lenders in the absence of a consensual
resolution, it is imperative that the Debtors immediately secure
the supply of parts from Delphi in order for the Debtors' own
reorganization to succeed, the Debtors assert.

The Court will consider the Debtors' Motion on July 13, 2009.
Objections are due July 8.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: Taps Honigman to Deal With Supplier Issues, Etc.
----------------------------------------------------------------
General Motors Corp. obtained the U.S. Bankruptcy Court for the
Southern District of New York's approval to employ Honigman Miller
Schwartz and Cohn LLP as special counsel, effective on their
voluntary petition date.

Walter G. Borst, Treasurer of General Motors, avers that the
Debtors selected Honigman because of its intimate and extensive
knowledge of the Debtors' business, financial and legal affairs,
particularly their purchasing and troubled supplier
matters.

As special counsel, Honigman will represent the Debtors:

  (a) as a customer of financially-troubled suppliers, both
      inside and outside of bankruptcy, including troubled
      supplier assistance;

  (b) in bankruptcy cases of unaffiliated debtors where the
      Debtors are creditors, customers, or parties to
      adversary proceedings or contested matters;

  (c) in purchasing issues and procedures, including rights in
      tooling and executory contract issues, like analysis,
      assumption and assignment, cure costs and rejection;

  (d) in certain real estate, construction and related matters;

  (e) in tax and tax appeal matters;

  (f) in environmental matters;

  (g) in the implementation of the provisions of the Essential
      Vendor Program;

  (h) certain litigation matters;

  (i) acquisitions and sales of certain assets;

  (j) issues of Michigan law; and

  (k) other defined and finite matters which may arise.

For Honigman's postpetition services, the Debtors will pay the
firm on discounted hourly rates, which are 95% of Honigman's
standard hourly rates.  Honigman's standard hourly rates are:

  Partners                            $265 to $710
  Special Counsel                       385 to 520
  Associates                            190 to 295
  Legal assistance                      120 to 225
  Other professionals                    75 to 385

The Debtors will also reimburse Honigman for its reasonable and
necessary out-of-pocket expenses in connection of Honigman's
representation in the Debtors' cases.

Robert B. Weiss, Esq., a partner of Miller Schwartz and Cohn LLP,
assured the Court that his firm is a disinterested person with
respect to the Debtors and Honigman does not represent or hold
interest adverse to the Debtors or their estates.

In a supplemental affidavit, Mr. Weiss disclosed that five
Honigman attorneys or members of their households held stock in
the Debtors as of the Petition Date.  Three of these attorneys do
not work on the firm's representation of the Debtors.  The two
attorneys who do work on the firm's representation of the Debtors
have agreed to sell or donate their stock to charity.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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: U.S. Trustee Says AP & Evercore Work Overlap
------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, complains that the
scope of the services to be performed by AP Services, LLC, as
General Motors Corp. and its affiliates' crisis managers, and
Evercore Group, LLC, as financial advisors, has some apparent
overlaps, and the overall bonuses to be paid related to the
currently-contemplated sale are very high given the nature of the
events that led to the transaction.  Ms. Adams further complains
that the compensation request in the Evercore application is all
the more incredible in light of the fact that the Debtors are also
retaining a crisis manager, which is asking for its own success
bonus.  Ms. Adams asserts it is impossible to justify those
inordinately large bonuses requested.  Ms. Adams asks the Court to
deny the Application.

The Debtors filed with the Court applications to employ Evercore
Group and its affiliates as investment banker and financial
advisor and AP Services as crisis managers.  After due
consideration, Judge Robert Gerber authorized the Debtors to
employ AP Services as crisis manager and designate Albert K. Koch
as chief restructuring officer.

The Official Committee of Unsecured Creditors, the Ad Hoc
Committee of Consumer Victims of General Motors, and the Ad Hoc
Committee of Personal Injury Asbestos Claimants echo the U.S.
Trustee's request to deny approval of the Evercore employment
application.

The Creditors' Committee complains that Evercore failed to submit
sufficient information to evaluate the proposed fee structure.
The panel asserts that the high level of involvement of the U.S.
Treasury in the orchestration of the Debtors' bankruptcy and
proposed "sale" transaction must also be considered in evaluating
an appropriate Evercore fee structure.  Additional information is
required and an evaluation of the benefits to be received must be
undertaken before the Evercore employment application can be
approved, the Committee further asserts.

The Ad Hoc Consumer Committee agrees with the U.S. Trustee that
the fees sought by Evercore are staggering and is disproportionate
to any benefit that has been or could be conferred on the Debtors'
estates by its services.  The Ad Hoc Committee avers that Evercore
should not receive a success bonus of any sort arising from the
completion of the proposed sale that was driven by the U.S.
Treasury and which could have been proposed with or without
Evercore's involvement.  According to the Ad Hoc Committee, the
Debtors have not explained why the 30,000,000 received by Evercore
is not adequate compensation for the services it rendered to the
Debtors prepetition in connection with the proposed "sale" to New
GM.

The Ad Hoc PI Committee objects to the proposed fees as they are
not justified in light of the fact that the 363 Transaction has
been fully negotiated and analyzed rendering it unclear just what
"investment banking and advisory services in connection with the
evaluation and possible implementation of strategic alternatives"
Evercore will be performing after the Sale.  The Ad Hoc Committee
contends while agreements to indemnify financial advisors employed
in a bankruptcy case are not prohibited, they are to be
discouraged because they undermine the Debtors' fiduciary duty to
its creditors in the event that the estate would have a claim
against its financial advisor for negligence in connection with
the performance of its professional duties.

              Evercore & Debtors Address Objections

In support of the Debtors' application for the employment of
Evercore, William C. Repko, the firm's senior managing director,
maintains that his firm was an integral part of the structuring,
sizing, and negotiations of the terms of the U.S. Government's
loans to the Debtors under the Troubled Assets Relief Program and
Evercore continues to provide substantial advice and services to
the Debtors with respect to the NewCo Transaction.

Mr. Repko clarifies that:

(a) Evercore's engagement terminates upon the consummation of
     the NewCo Transaction.  Thus, if the Court were to approve
     the NewCo Transaction and it were to be consummated in July
     2009 as contemplated, Evercore's Monthly Fees would total
     $800,000, not the $9,600,000 calculated by the Consumer
     Group.

(b) The Fairness Opinion Fee of $6,000,000 was paid to Evercore
     prior to the Petition Date.

(c) Pursuant to discussions with the U.S. Trustee, Evercore has
     agreed to reduce the DIP Structuring Fee to $1,000,000.

(d) The Delphi Fee of $2,000,000 is payable only upon the
     consummation of a plan of reorganization or the sale or
     other transfer of all or substantially all of the assets or
     business of Delphi Corporation.

(e) The incremental NewCo Transaction Fee payable to Evercore
     upon consummation of the NewCo Transaction would be
     $13,000,000.

(f) The Restructuring Fee and the NewCo Transaction Fee are
     mutually exclusive; only one or the other will be paid.

Mr. Repko, in response to the U.S. Trustee's objection, points out
that:

-- Evercore did not receive $46 million in fees prior to the
    Petition Date.  Prior to the Petition Date, Evercore
    received $24,530,368 in fees and expenses related to the
    Debtors' restructuring.

-- Evercore has not performed work for Delphi. In particular,
    Evercore has not received and does not propose to receive
    fees from the Debtors "relating to work performed for
    Delphi."

The Debtors, in a separate filing, stand firm on their contention
that the Debtors' terms and conditions of their employment of
Evercore are reasonable and consistent with the requirements of
the Bankruptcy Code.

Some of the Objectors appear to have significantly misunderstood
the amount of fees that may be payable to Evercore in connection
with Evercore's engagement as a financial advisor, asserts Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York.  For
example, Mr. Karotkin echoes Mr. Repko's statement that Evercore
did not receive $46,000,000, but only $24,530,368 in fees and
expenses related to the Debtors, which includes a $10,000,000
Forward Restructuring Fees and $6,000,000 Fairness Opinion Fee
referenced by the U.S. Trustee.

The Debtors assure the objecting parties that once the Court
approves fee arrangements, a full reasonableness review on
application of any party-in-interest is unnecessary.

                          Fee Applications

As financial advisor, Evercore will:

  (a) review and analyze the Debtors' businesses, operations,
      and financial projections;

  (b) advise and assist the Debtors in a Restructuring,
      Financing or Sale transaction, if the Debtors
      determine to undertake that transaction;

  (c) provide financial advice in developing and implementing
      a Restructuring;

  (d) assist the Debtors with Financing including (i)
      structuring and effecting a Financing; (ii) identifying
      potential Investors and, at the Debtors' request,
      contacting those Investors; and, (iii) Working with the
      Debtors in negotiating with potential Investors; and

  (e) render an opinion to the Board of Directors of the
      Debtors as to the fairness, from a financial point of
      view, of the consideration to be paid or received by the
      Debtors in connection with a Master Sale and Purchase
      Agreement, with Vehicle Acquisition Holdings LLC, which
      will provide for a sale of the Purchased Assets, pursuant
      to authorization that will be sought under section 363 of
      the Bankruptcy Code.

Evercore will also continue to provide financial advisory services
to the Debtors in their capacity as interested parties in the
bankruptcy case of Delphi Corporation.

For its services as financial advisor and investment banker, the
Debtors will pay Evercore:

  (a) A Monthly Fee of $400,000, payable on the 1st day of each
      month of the engagement, for a period of 24 months,
      commencing June 1, 2009, through and including May 1,
      2011, and then decreasing to $250,000 per month thereafter
      until the earlier of effectiveness of a Plan or
      termination.

  (b) A Fairness Opinion Fee of $6,000,000, which was paid on
      May 29, 2009.  50% of the Fairness Opinion Fee will be
      creditable against the Sale Fee applicable to the "NewCo
      Transaction" subject to certain adjustments in the event
      that the Court fails to approve or allow all of
      Evercore's fees.

  (c) A Restructuring Fee of $30,000,000, payable upon the
      consummation of any Restructuring, against which Evercore
      will credit $14,000,000 in certain monthly and other fees
      paid to Evercore prior to the Petition Date.

  (d) A fee, payable upon consummation of any Sale other than
      the NewCo Transaction, equal to the product of (a) the
      Aggregate Consideration of a Sale and (b) these applicable
      percentages:

          Incremental
           Aggregate                      Percentage Fee for
         Consideration                    Incremental Portion
         -------------                    -------------------
         $250 million                             1.40%
         $500 million                             0.90%
         $800 million                             0.80%
         $1.6 billion                             0.60%
         $2.5 billion                             0.50%
         $3 billion                               0.45%
         $5 billion                               0.35%
         $7.5 billion                             0.30%
         $10 billion                              0.25%
         $12.5 billion                            0.23%
         $15 billion                              0.20%
         $20 billion                              0.17%
         $25 billion                              0.14%
         $30 billion and above                    0.12%

      50% of any Sale Fee will be credited, without duplication,
      against any Restructuring Fee owed after other credits are
      applied to the Restructuring Fee, subject to certain
      adjustments in the event that the Court fails to approve
      or allow all of Evercore's fees.

  (e) A fee equal to $30,000,000 payable upon consummation of
      the NewCo Transaction, against which Evercore will credit
      $17,000,000 in certain monthly and other fees paid to
      Evercore prior to the Petition Date.  The NewCo
      Transaction Fee will be payable upon closing of the
      transaction proposed by the Company as the NewCo
      Transaction, regardless of whether the buyer approved by
      this Court shall be NewCo or another bidder that has made
      a higher or otherwise better offer.

  (f) A fee or fees, payable upon consummation of any Financing
      and incremental to any Restructuring Fee or Sale Fee:

       (i) A fee in the amount of $2,500,000 for assisting the
           Debtors in the structuring and implementation of
           debtor-in-possession Financing under the Bankruptcy
           Code; and

      (ii) For any Financing other than a DIP Financing provided
           by the United States Government, a 3% fee of the
           gross proceeds provided by such financing. 50% of any
           Financing Fee, but excluding any DIP Structuring Fee,
           will be credited against any Restructuring Fee,
           subject to certain adjustments in the event that this
           Court fails to approve or allow all of Evercore's
           fees.

  (g) A fee in the amount of $2,000,000 for advisory services
      relating to the Delphi Case, payable upon (i) consummation
      of any plan of reorganization of Delphi Corporation or
      (ii) the sale or other transfer of all or substantially
      all of the assets or business of Delphi in a single
      transaction or series of related transactions.  The Delphi
      Fee is not creditable against any fee.

  (h) The Debtors and Evercore have agreed that Evercore will
      only be entitled to either (a) the NewCo Transaction Fee
      or (b) a Restructuring Fee or a Sale Fee.  For the
      avoidance of doubt, if Evercore is entitled to the NewCo
      Transaction Fee, Evercore will not be entitled to any
      Restructuring Fee or Sale Fee.

As to AP Services, the firm's Albert A. Koch, will be designated
as chief restructuring officer.  As Chief Restructuring Officer,
Mr. Koch will assist the Debtors in evaluating and implementing
strategic and tactical options through the restructuring process,
including any sale of assets.  APS will provide certain temporary
staff to assist Mr. Koch and to facilitate the Debtors in their
restructuring efforts.  Mr. Koch and the Temporary Staff will:

  (a) assist the Debtors and their advisors in the negotiation
      and completion of the sale of assets and operations
      contemplated by the Debtors to a U.S. Treasury-sponsored
      purchaser;

  (b) support the negotiation of, and participate in the review
      of the proposed structure of the Transaction, including
      the assets to be sold and transferred to New GM and the
      liabilities to be assumed by New GM as part of the
      purchase price, and the negotiation and implementation of
      various transitional contractual relationships between the
      Debtors and New GM;

  (c) communicate directly with the Chairman of the Board of
      Directors, and ultimately the entire Board of Directors in
      respect of any issues that APS considers germane to its
      assignments; and

  (d) assist the Debtors in relation to their investment in
      subsidiaries and affiliates and business counterparts and
      any other actions consistent with the Bankruptcy Code and
      applicable authorities.

The Debtors will pay APS pursuant to the firm's standard hourly
rates:

  Name                       Rate/Hour
  ----                       ---------
  Managing Directors         $685-$995
  Directors                  $510-$685
  Vice Presidents            $350-$500
  Associates                 $260-$360
  Analysts                   $235-$260
  Paraprofessionals          $180-$200
  Independent Contractors    TBD

Mr. Koch will be paid $835 per hour.

If the Debtors complete a successful sale of a substantial portion
of their assets to New GM pursuant to Section 363 of the
Bankruptcy Code, the Debtors will pay APS $13,000,000, and a fee
that will be determined at the Debtors' sole discretion.  The
payment of the Success Fee will be due and payable accordingly:

  (a) $6,500,000 at closing of the Transaction; and

  (b) $6,500,000 on the first anniversary of the closing of the
      sale.

The Discretionary Fee will be paid as and when directed by the
Debtors.

Albert A. Koch, managing director of AlixPartners, LLP, an
affiliate of AP Services, LLC, discloses that Hayes Lemmerz
International, Inc., a supplier to the Debtors, is a current
client of APS, and a managing director of APS is acting as Chief
Restructuring Officer of Hayes Lemmerz.  Mr. Koch clarifies that
AlixPartners is not involved in customer negotiations or other
issues directly adverse to the Debtors and their affiliates.

                     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. Attorneys Kramer
Levin Naftalis & Frankel LLP, in New York, represent the official
committee of unsecured creditors appointed in the case.

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)


GODLAND CORPORATION: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Godland Corporation
        7805 West 157th St
        Orland Park, IL 60432

Bankruptcy Case No.: 09-23472

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Philip A. Igoe, Esq.
                  Law Offices Of Phillip A. Igoe
                  221 N LaSalle St
                  Chicago, IL 60601
                  Tel: (312) 372-4298
                  Fax: (312) 372-5147
                  Email: bkcourtreport@sbcglobal.net

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

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

The Debtor identified Allegiance Community Bank as its largest
unsecured creditor. A full-text copy of the Debtor's petition,
including a list of its largest unsecured creditor, is available
for free at:

          http://bankrupt.com/misc/ilnb09-23472.pdf

The petition was signed by Edward R. Hiller, president of the
Company.


GUITAR CENTER: S&P Changes Outlook to Stable; Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Guitar Center Holdings Inc. to stable from negative.
Concurrently, S&P affirmed all ratings, including the 'B-
'corporate credit rating, on the company.

"The outlook revision reflects S&P's belief that Guitar Center
will maintain adequate liquidity and a good cushion to its
financial covenants, despite numerous operational challenges,"
said Standard & Poor's credit analyst Mariola Borysiak.

The ratings on Westlake Village, California-based Guitar Center
Holdings Inc., parent of Guitar Center Inc., reflect the company's
participation in the highly fragmented and competitive music
products retail market, operating challenges at its Music & Arts
division, and a very highly leveraged capital structure that
results in very weak cash flow protection measures.

The retail musical instruments industry is competitive and
fragmented, and Guitar Center faces competition from other musical
instrument retailers, such as Sam Ash, American Musical Supply,
Sweetwater Sound, and FullCompass.  Online auctions and mass
merchants, such as Wal-Mart, Target, and Costco, as well as
consumer electronics retailer Best Buy, have also started selling
musical instruments, but they do not offer a broad selection and
they mostly target hobbyists and amateur players, while Guitar
Center's customers are often professional musicians.


HAROLD CLARK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harold Clark & Sons Logging Contractors, Inc.
        2288 County Road 130
        Berry, AL 35546

Bankruptcy Case No.: 09-71614

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Tuscaloosa)

Debtor's Counsel: Marvin E. Franklin, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8400
                  Fax: (205) 326-3837
                  Email: mfranklin@najjar.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/alnb09-71614.pdf

The petition was signed by Roger Clark, president of the Company.


HARTMARX CORP: SKNL Raising $60MM Overseas to Fund Co. Acquisition
------------------------------------------------------------------
Sabrinath M and Priyanka Dasgupta Brahma at Mydigitalfc.com
reports that S Kumars Nationwide (SKNL) is raising $60 million
from overseas banks to fund its acquisition of Hartmarx Corp.

As reported by the Troubled Company Reporter on June 29, 2009, the
U.S. Bankruptcy Court for the Northern District of Illinois
approved the sale of substantially all of the assets of Hartmarx
to Emerisque Brands UK and SKNL North America, B.V., for a total
transaction value of roughly $119 million.

According to Mydigitalfc.com, Emerisque Brands and SKNL expect the
transaction to close July 7.  Financial Chronicle quoted SKNL
deputy managing director Anil Channa as saying, "We are in the
process of finalizing deals with overseas banks to raise
$60 million.  This is in addition to $25 million coming from SKNL.
There are also plans for rollover of mortgages to the tune of
$6.4 million."

SKNL is planning to appoint a CEO for Hartmarx and has lined up a
two-pronged strategy for the Company, Mydigitalfc.com reports.
SKNL will take Hartmarx's 34-odd brands to other international
markets, while exclusive Hartmarx outlets will be opened in India,
Mydigitalfc.com relates.

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

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


HEXION SPECIALTY: S&P Raises Corporate Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Columbus,
Ohio-based Hexion Specialty Chemicals Inc., including its
corporate credit rating to 'CCC+' from 'SD' (selective default).
The outlook is negative.

At the same time, S&P raised its issue-level ratings on the
company's $625 million 9.75% second-priority senior secured notes
due 2014 and $200 million second-priority senior secured notes due
2014 to 'CCC' (one notch lower than the corporate credit rating)
from 'D'.  S&P revised the recovery rating on the second-priority
notes to '5', which indicates S&P's expectation of modest recovery
(10%-30%) in the event of a payment default, from '4'.

S&P also raised its issue ratings on the company's $250 million
7.875% debentures, $200 million 9.2% debentures, and $200 million
8.375% debentures due 2016 through 2023 to 'CCC' from 'D' and also
assigned its '5' recovery rating to these notes.  In addition, S&P
raised its ratings on the company's $34 million bonds due 2009 to
'CCC' from 'CCC-'.

S&P lowered its rating on Hexion's first-lien senior secured
credit facilities to 'CCC+' (same as the corporate credit rating)
from 'B-' and revised S&P's recovery rating on these facilities to
'4', which indicates an average recovery (30%-50%) in the event of
a payment default, from '2'.  The first-lien secured credit
facilities consist of a $225 million revolving credit facility due
2011, a $2.2 billion term loan facility due 2013, and a $50
million synthetic letter of credit facility due 2013.

The ratings on Hexion's $34 million bond issue due 2009, and on
the company's senior secured credit facilities were taken off
CreditWatch with negative implications, where S&P first placed
them in July 2007 following the company's attempted acquisition of
Huntsman Corp.  Subsequently, the CreditWatch action reflected
S&P's concerns about Hexion's financial performance.

"The rating actions reflect S&P's reassessment of credit quality
and the recovery prospects following recent developments at
Hexion, including the company's ongoing operating performance, and
its recent repurchase of debt," said Standard & Poor's credit
analyst Paul Kurias.

S&P lowered its corporate credit rating to 'SD' April 21, 2009,
after Hexion, a global manufacturer and marketer of thermoset
resins, purchased and retired $196 million in face value of
second-priority senior secured notes and debentures for a cash
consideration of approximately $26 million with debtholders
receiving significantly less than par value.

"In terms of credit quality, the transactions have not
meaningfully lowered the very high debt levels at Hexion," said
Mr. Kurias, who noted that the financial profile remains highly
leveraged with the ratio of total debt to EBITDA expected to
remain above 10x for 2009.

The negative outlook reflects S&P's concerns about the ongoing
deterioration in operating performance and earnings due to hard-
hit end-market demand, without near-term prospects for a
meaningful improvement.  S&P expects leverage to remain at the
current high levels above 10x in 2009, constraining Hexion's
ability to comply with financial covenants.


HILLMAN COMPANIES: Resumes Trust Preferred Dividend Payments
------------------------------------------------------------
The Hillman Companies, Inc., said this week that Hillman Group
Capital Trust declared a cash distribution for the month of July
2009 in the amount of $0.241667 for each Trust Preferred Security
(NYSE-Amex: HLM_P).  Additionally, the Company announced a cash
distribution for the months January 2009 through June 30, 2009,
with cumulative interest thereon, in the amount of $1.499856 for
each Trust Preferred Security.  Both distributions will be payable
July 31, 2009, to holders of record July 21, 2009.

Hillman has approximately $102 million of outstanding trust
preferred stock and underlying Junior Subordinated Debentures.
The trust preferred securities entitle the holders to nearly 12%
per annum on the face amount of their shares.  The Trust Preferred
Securities have a liquidation value of $25.00 per security.  As of
March 4, 2009, there were 561 holders of Trust Preferred
Securities, and the total number of Trust Preferred Securities
outstanding as of March 27, 2009, was 4,217,724.

On December 22, 2008, Hillman announced its decision to
temporarily defer the payment of distributions to holders of Trust
Preferred Securities to preserve cash and maintain its compliance
with the financial covenants contained in its Senior Credit and
Subordinated Debt Agreements.  The Company was fully compliant
with all financial covenants as of the end of the first quarter
and remains compliant with the terms of its Senior and
Subordinated Debt Agreements.  The Indenture that governs the
Trust Preferred Securities provided for the ability to temporarily
defer distributions but required that the Company accrue the
amount of the deferred distributions during the deferral period.

Based in Cincinnati, Ohio, The Hillman Companies, Inc. --
http://www.hillmangroup.com/-- sells to hardware stores, home
centers, pet suppliers, mass merchants, and other retail outlets
principally in the U.S., Canada, Mexico, and South America.
Hillman's product line includes thousands of small parts such as
fasteners and related hardware items, keys, key duplication
systems, and identification items, such as tags, letters, numbers
and signs. Services offered include design and installation of
merchandising systems and maintenance of appropriate in-store
inventory levels.

At March 31, 2009, The Hillman Companies, Inc.'s balance sheet
showed $646 million in assets and $649 million in liabilities.


IKARIA HOLDINGS: S&P Assigns Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Clinton, New Jersey-based Ikaria
Holdings Inc.  The outlook is stable.  At the same time, S&P
assigned 'BB-' issue-level and '2' recovery ratings to subsidiary
Ikaria Acquisition's senior secured credit facility.  The '2'
recovery rating indicates S&P's expectation for substantial (70%-
90%) recovery of principal in the event of default.

"The ratings on Ikaria overwhelmingly reflect the company's heavy
reliance on one product, INOmax(R) (nitric oxide for inhalation),
its limited scale, and the potential for debt-financed
acquisitions or dividends," said Standard & Poor's credit analyst
Michael G. Berrian.  The company's entrenched niche position,
diverse customer base, barriers to entry, and the potential for
revenue growth partially mitigate those issues.


INNOVATIVE CARD: Cash to Last Thru Q3, Issues Bankruptcy Warning
----------------------------------------------------------------
Innovative Card Technologies, Inc., reports that there is
substantial doubt about the Company's ability to continue as a
going concern.

In its quarterly report on Form 10-Q with the Securities and
Exchange Commission for the period ended March 31, 2009, the
Company said it has a history of recurring losses from operations
and has an accumulated deficit of $43,383,315 as of March 31,
2009.  The Company incurred net losses of $8,929,537 for the 12
months ending December 31, 2008.  During the three months ending
March 31, 2009, it incurred additional net losses of $10,906,269.
Sales of the InCard DisplayCard, the Company's main product, are
not expected to generate positive cash flow until the fourth
quarter of 2009.

As of June 12, 2009, the Company has approximately $28,000 in
cash. Combined with anticipated revenue collections and planned
expense reductions, the Company believes this amount will last
through the third quarter of 2009.

"Management's plan regarding these matters is to increase sales,
resulting in reduced losses and raise additional debt and/or
equity financing to cover operating costs as well as its
obligations as they become due," the Company said.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws."

At March 31, 2009, the Company had $2,737,637 in total assets and
$15,805,188 in total liabilities resulting in $13,067,551 in
stockholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3e74

Based in Los Angeles, California, Innovative Card Technologies,
Inc., develops and markets secure powered cards for payment,
identification, physical and logical access applications.


ISOLAGEN INC: Files Proposed Chapter 11 Plan
--------------------------------------------
Dawn McCarty at Bloomberg News reports that Isolagen Inc. filed a
proposed Chapter 11 plan, two weeks after seeking bankruptcy
protection.  The report relates that under the Plan, each holder
of an allowed 3.5% noteholder claim will receive a pro-rata share
of 33% of the new common stock, and a pro-rata share of an
unsecured $6 million note due June 1, 2012, with interest payable
at either 12.5% or 15%, at the reorganized company's option.
According to Ms. McCarty, the notes may be redeemed at any time at
125% of face value for the reorganized company or the new Isolagen
is required to redeemed all outstanding notes if it raises more
than $10 million or is acquired by or sells a majority of its
stake to an outside party.

The Debtor is requesting a July 27 hearing to consider whether the
disclosure statement contains adequate information necessary for
creditors to make an informed judgment on the proposed plan.
Objections, if any, must be filed on or before July 27.

As reported by the Troubled Company Reporter on June 23, 2009,
Isolagen and its debtor-affiliates disclosed that in connection
with their initial bankruptcy filing, the Debtors entered into a
restructuring agreement with:

   (a) a large majority of the holders of the Company's 3.5%
       convertible subordinated notes, which were issued in
       November 2004,

   (b) the holders of roughly $500,000 of secured notes issued in
       April 2009, and

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

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

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

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

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

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

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

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

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

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

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

                          About Isolagen

Based in Exton, Pennsylvania, Isolagen(TM), Inc., is an aesthetic
and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The Company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in development.  Isolagen also
commercializes a scientifically-advanced line of skincare systems
through its majority-owned subsidiary, Agera(R) Laboratories, Inc.

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


JEFFERSON COUNTY: Cuts 7% of Workforce, Moves Closer to Insolvency
------------------------------------------------------------------
Martin Z. Braun and Kathleen Edwards at Bloomberg report that
Jefferson County, Alabama, will cut as many as 200 employees,
amounting to almost 7 percent of the workforce, after the state
Supreme Court rejected its bid to spend occupational taxes while
it appeals a lower-court ruling striking down the levy.

Jefferson County commissioners voted 4-0 to slash another $31.7
million from the budget for the current fiscal year, which ends
Sept. 30.  The county previously cut $38 million on June 16,
closing satellite courthouses and stopping road maintenance for
31 towns.

According to the Bloomberg report, Jefferson County moved closer
to insolvency after Alabama's Supreme Court said last week that it
couldn't spend the money from an occupational tax, which accounts
for about 35% of its budget.  The tax, struck down by a lower-
court earlier this year on constitutional grounds, provides about
$75 million annually.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                         *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Moody's Investors Service downgraded to Caa1 from B3 the rating on
Jefferson County's (Alabama) $270 million in outstanding general
obligation debt and to Caa2 from Caa1 the rating on $86.7 million
in outstanding lease revenue warrants issued through the Jefferson
County Public Building Authority; both ratings have been removed
from Watchlist and the outlooks have been revised to negative.  At
this time, Moody's confirmed the Caa3 rating on the county's
approximately $3.2 billion in outstanding sewer revenue debt,
removed the rating from Watchlist and revised the outlook to
negative.  Moody's confirmed the B3 rating on the county's
$996.8 million in limited obligation school warrants secured by
sales tax revenues and the B3 rating on $40.86 million in debt
issued by the Birmingham-Jefferson Civic Center Authority secured
by special revenues including a beverage tax and lodging tax; both
ratings have been removed from Watchlist and the outlooks revised
to negative.

According to the TCR on April 17, 2009, Standard & Poor's Ratings
Services maintained its CreditWatch with negative implications on
the rating on Jefferson County, Alabama's general obligation
warrants outstanding, except for the rating on the series 2001B
warrants, which was recently lowered to 'D'.  Also remaining on
CreditWatch negative is the rating on Jefferson County Public
Building Authority's series 2006 lease-revenue warrants.  Revenues
available for payment of debt service on the general obligation
warrants include ad valorem, sales, business license and
occupational taxes; however, none of these legally available
revenues is specifically pledged for payment of debt service.
Also, in the event of a bankruptcy filing by the county, the
entire balance of the 2001B warrants could become due immediately
at the request of at least 25% of holders of the warrants, all of
which are being held as bank warrants at this time.


JOE GIBSON: Seeks Court Approval of Settlement With Clients
-----------------------------------------------------------
WYFF4 reports that Joe Gibson's Auto World Inc. and its clients
are asking the U.S. Bankruptcy Court for the District of South
Carolina to approve their settlement agreement.

WYFF4 states that Joe Gibson customers had sued the Joe Gibson's
Suzuki, claiming "false, misleading and deceptive" advertising, as
they were led to believe their monthly car payments would be as
low as $47 when they purchased a car from the dealership, but were
hit with much higher payments after a few months.

WYFF4 relates that Joe Gibson Suzuki clients' lawyer, Rodney
Pillsbury, said that the settlement would force buyers to return
their cars in July.  WYFF4 notes that when the cars are returned,
buyers would have their credit records restored, and many would
receive compensation from Joe Gibson's.

After reviewing the business' ads and disclosures, "it appears
that you are using a particular type of false, misleading or
deceptive advertising, what the Federal Trade Commission calls
bait advertising," WYFF4 quoted Danny Collins, a deputy for
regulatory enforcement with the South Carolina Department of
Consumer Affairs, as saying.

Craig Peters at GoUpstate.com reports that attorneys for Paul
Michael "Joe" Gibson, financial lending institutions, creditors,
and consumer plaintiffs have been working since February on a
global settlement to present before the Court.

GoUpstate.com relates that Paul Michael "Joe" Gibson's lawyers in
his civil cases have filed objections to an amended plan of
liquidation that has been developed by the Company's bankruptcy
attorneys, saying that the amended plan "does not provide
sufficient procedures to ensure proper execution of releases by
all claimants," and "calls for the wire transfer of money which
cannot be accomplished by Gibson."

According to GoUpstate.com, Mr. Gibson's lawyers said that the
plan needs more specificity regarding the release in favor of the
debtors.  Mr. Gibson's insurer, Universal Underwriters Insurance
Co., which is owned by Zurich American Insurance Co., lacks a
mechanism to wire funds as called for in the plan, says the
report.

GoUpstate.com states that Mitsubishi Motors Credit of America Inc.
(MMCA), which has an unsecured nonpriority claim of at least
$718,000, also filed objected the plan, saying that it hasn't
agreed to "waive its rights to pursue Joe Gibson individually on
his guarantee of corporate debts."  Citing MMCA, GoUpstate.com
relates that Joe Gibson should complete schedules under penalty of
perjury and "submit to sworn examination by any appointed trustee
and interested parties."

                        About Joe Gibson's

Joe Gibson's Auto World, Inc. and Joe Gibson Automotive, Inc.
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216).  G. William
McCarthy, Jr., Esq., represents the Debtors in their restructuring
efforts.  When Joe Gibson's Auto World, Inc. filed for protection
from its creditors, it listed assets of between $1,000,0000 and
$10,000,000, and debts of between $10,000,0000 and $50,000,000.


KAMAN CORP: S&P Assigns 'BB+' Rating on Subordinated Securities
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BBB-' rating to senior unsecured debt securities and
preliminary 'BB+' rating to subordinated debt securities filed by
Kaman Corp. as part of a $200 million Rule 415 shelf registration.
The company will use the proceeds from any notes issued under the
shelf registration for general corporate purposes, including
acquisitions, working capital, and repaying debt.

The ratings on Bloomfield, Connecticut-based Kaman reflect the
company's major positions in industrial parts distribution and a
conservative financial policy.  Participation in the cyclical and
competitive commercial aerospace industry and low, albeit
improving, profitability offset company strengths.

                          Ratings List

                           Kaman Corp.

              Corp. credit rating     BBB-/Stable/--

                         Ratings Assigned

               $200 Mil. Rule 415 Shelf Registration

     Senior unsecured debt securities         BBB- (prelim)
     Subordinated debt securities             BB+ (prelim)


LEAR CORP: $38MM Interest Payment Deadline Passes
-------------------------------------------------
Kimberly S. Johnson at The Associated Press reports that Lear
Corp. has remained silent as it passed the Tuesday deadline to
make a $38 million interest payment to lenders.

"We have no news and don't comment on speculation," The AP quoted
Lear spokesperson Mel Stephens as saying.

As reported by the Troubled Company Reporter on June 30, 2009,
Lear didn't make the $38 million semi-annual interest payments due
on June 1, 2009, with respect to its 8.50% senior notes due 2013,
and 8.75% senior notes due 2016.  The Company utilized the 30-day
grace period applicable to the interest payments, while it
continues discussions of a possible capital restructuring with its
lenders and certain other parties, according to Matthew J.
Simoncini, senior vice president and chief financial officer of
the Company.  Bloomberg said Lear may file for a traditional-style
bankruptcy as early as June 29 and no later than July 1, if a
prepackaged bankruptcy deal isn't reached.

According to The AP, Mr. Stephens wouldn't say whether Lear was
trying to negotiate a deal with its lenders, as a default could
send the struggling supplier into bankruptcy court.

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].  The company has operations
in San Paulo, Brazil.

                            *     *     *

Lear had approximately US$1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately $1.6 billion
as of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of US$6.4 billion, current liabilities of $4.4 billion and
long-term liabilities of US$2.0 billion, resulting in
$41.4 million in stockholders' deficit at April 4, 2009.


LEAR CORP: May Have Secured $500-Mil. DIP Loan Ahead of Filing
--------------------------------------------------------------
Lear Corp. may have secured a $500 million debtor-in-possession
loan to fund its bankruptcy case from JPMorgan Chase & Co. and
Citigroup Inc., Pierre Paulden at Bloomberg News reports.

Mr. Paulden cited a June 29 research note by Bank of America
Merrill Lynch analysts led by Jeffrey Rosenberg in New York.

Reports said Lear may file for bankruptcy by July 1, 2009.

"This deal would most likely have been impossible to arrange," at
the start of 2009, the analysts wrote, according to the report.
"In the past few months we have witnessed increased activity in"
DIP financing.

Lenders have arranged a record $16.2 billion of DIP loans for
companies including Lyondell Chemical Co. this year as company
debt worth $190 billion defaulted, Bank of America Merrill Lynch
data show, according to Bloomberg.

As reported by the Troubled Company Reporter on June 3, 2009, Lear
did not make the US$38 million semi-annual interest payments due
on June 1, 2009, with respect to its 8.50% senior notes due 2013,
and 8.75% senior notes due 2016.  The Company utilized the 30-day
grace period applicable to the interest payments, while it
continues discussions of a possible capital restructuring with its
lenders and certain other parties, according to Matthew J.
Simoncini, senior vice president and chief financial officer of
the company.  Under the applicable indentures relating to the
senior notes, the use of the 30-day grace period does not
constitute a default that permits acceleration of the senior notes
or any other indebtedness, Mr. Simoncini said.

                       About Lear Corporation

Based in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers of
automotive seating systems, electrical distribution systems and
electronic products.  The Company's products are designed,
engineered and manufactured by a diverse team of 80,000 employees
at 210 facilities in 36 countries.  Lear is traded on the New York
Stock Exchange under the symbol [LEA].  The company has operations
in San Paulo, Brazil.

                            *     *     *

Lear had approximately US$1.2 billion in cash and cash equivalents
as of April 4, 2009, as compared to approximately US$1.6 billion
as of December 31, 2008.  The decline reflects negative free cash
flow in the first quarter, as well as the termination of an
accounts receivable factoring facility in Europe.  Lear had total
assets of US$6.4 billion, current liabilities ofUS$4.4 billion and
long-term liabilities of US$2.0 billion, resulting in US$41.4
million in stockholders' deficit at April 4, 2009.


LEGACY PARK: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Legacy Park Master Homeowners' Association, Inc., has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Middle District of Florida.

Michael W. Freeman at The Ledger relates that Legacy Park filed
for bankruptcy mainly due to an unpaid bill of more than $100,000
to the development's cable company.

According to court documents, Legacy Park listed these debts:

     -- an outstanding debt of $105,305.45 owed to Comcast Cable
        of Orlando;

     -- $50,000 for legal services provided by the Orlando law
        firm of Larson & Associates; and

     -- $253,824.14 in unpaid HOA assessments.

Legacy Park Master Homeowners' Association, Inc., is a homeowners
association for the Legacy Park subdivision in Davenport.  Legacy
Park is a 270-unit townhome development in the Four Corners area,
with homes zoned as short-term rentals.  Legacy Park boasts of a
10-minute drive to Walt Disney World and the other attractions,
and community amenities including a swimming pool, a cabana and
jogging/walking trails.  Many of the homes were built as four
bedroom, single-story villas in a gated community.  Incorporated
in April 2004, the subdivision is owned by Sutherland Management
Inc. of Apopka.


LEE ENTERPRISES: Decides Against Reverse Stock Split
----------------------------------------------------
The Board of Directors of Lee Enterprises, Incorporated, has
elected not to effect a reverse stock split.  At the annual
meeting in March, shareholders had granted the board discretionary
authority until June 30 to decide whether to do so.

Mary Junck, chairman and chief executive officer, said the board
considered current market conditions, business forecasts and other
factors that could affect shareholder value, including the
prospect of remaining in compliance with New York Stock Exchange
rules for continued listing.

The NYSE notified Lee in December 2008 that the company was not in
compliance with the NYSE's continued listing standard of at least
$1.00 for the average closing price per share of its publicly
traded common shares over a consecutive 30-trading day period.
Since then, the NYSE announced that the standard has been
temporarily suspended through July 31, 2009. As a result, Lee
currently has until December 3, 2009, to return to compliance.

"Despite recent volatility in Lee's share price, owing in part to
index rebalancing, we believe our long-term prospects remain
strong and will become apparent to more investors as the recession
begins to recede," Junck said. "We believe our recent debt
refinancing has given us ample flexibility to manage through the
downturn."

She added: "Our newspapers and their websites continue to reach,
by far, the vast majority of adults in our markets, with growing
strength across all age groups. We remain, hands down, the leading
provider of local news, information and advertising in our
markets. As the recession drags on, we are staying focused on
building further on these strengths and increasing our lion's
share of local advertising spending."

Lee Enterprises -- http://www.lee.net/-- is a premier provider of
local news, information and advertising in primarily midsize
markets, with 49 daily newspapers and a joint interest in four
others, online sites and more than 300 specialty publications in
23 states. Lee's newspapers have circulation of 1.5 million daily
and 1.8 million Sunday, reaching four million readers daily. Lee's
online sites attract 14 million unique visits monthly, and Lee's
weekly publications have distribution of more than four million
households. Lee's markets include St. Louis, Mo.; Lincoln, Neb.;
Madison, Wis.; Davenport, Iowa; Billings, Mont.; Bloomington,
Ill.; and Tucson, Ariz. Lee stock is traded on the New York Stock
Exchange under the symbol LEE.


LEXINGTON COAL: Court Denies Zurich's Writ of Certiorari
--------------------------------------------------------
The Supreme Court has denied the petition of Zurich American
Insurance Co. for a writ of certiorari in its suit against
Lexington Coal LLC, in which Zurich argued that workers'
compensation claims should be entitled to administrative expense
priority, according to Law360.

Based in Lexington, Kentucky, Lexington Coal LLC --
http://www.lexingtoncoal.com/-- engages in the reclamation and
transfer of coal properties in Kentucky, West Virginia, Tennessee,
Illinois, and Indiana as per the permits assigned by the United
States Bankruptcy Court.  It also provides mine reclamation
services through its subsidiary.  According to the company's
website, more than $30 million in bonds have been released since
September 2004.  The Company has recently formed a new service
company, Lexington Mine Reclamation Services.


LEXINGTON PRECISION: Can Use Cash Collateral Until August 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Lexington Precision Corporation and Lexington Rubber
Group, Inc. permission to continue using Cash collateral of the
prepetition senior lenders through the earlier of either
August 21, or until the occurrence of a Termination Event.

The Prepetition Senior Lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors are allowed to use Cash Collateral only for (a)
working capital and capital expenditures, (b) other general
corporate purposes of the Debtors, (c) the costs of administration
of these Chapter 11 cases, and (c) the consummation of the
connector seals consolidation, in accordance with a thirteen week
budget.

A full-text copy of the Court's third cash collateral order is
available at http://bankrupt.com/misc/lexington.3rdccorder.pdf

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LOUISIANA RIVERBOAT: Court Confirms Amended Plan of Reorganization
------------------------------------------------------------------
On June 18, 2009, the U.S. Bankruptcy Court for the Western
District of Louisiana confirmed the amended joint Chapter 11 plan
or reorganization for Louisiana Riverboat Gaming Partnership, et
al., dated June 5, 2009.

Under the Plan, the Debtors will retain ownership and continue to
operate the two "DiamondJacks" hotels and casinos in Bossier City,
Louisiana, and Vicksburg, Mississippi.  The First Lien Lenders'
Claims and the Second Lien Lenders' Claims will be capitalized and
paid in full, with interest, over time.  The claims of general
unsecured creditors will also be paid in full.

William J. McEnergy, chairman and a manager of the Debtors, or his
designees, will contribute $15 million in additional equity funds
to Legends Gaming, LLC, in return for common and preferred
interests in Legends.  These funds will be used, along with cash
flow from the Debtors' operations, to make Plan payments and to
fund the operations of the Debtors.  The existing holders of
Interests in the Debtors will retain their Interests subject to
the new equity Interests being acquired by the New Investors.

The terms and conditions of the $15 million payments by Mr.
McEnery are contained in the Second Amended and Restated Equity
Contribution and Participation Agreement, a copy of which is
attached to the Plan as Exhibit "D".

Unless otherwise provided in the Plan, on the Effective Date, all
existing liens held by the First Lien Lenders, Second Lien Lenders
and holders of allowed secured tax claims and other secured claims
on the Debtors' assets will retain the same validity, priority and
extent that existed on the Petition Date.

The Plan places the various claims against in the Debtors in 11
separate classes:

                Description                 Treatment
            --------------------   ----------------------------
Class 1     Priority Tax Claims    Impaired.  Entitled to Vote.

Class 2     Priority Claims        Impaired.  Entitled to Vote.

Class 3     Secured Tax Claims     Impaired.  Entitled to Vote.

Class 4     First Lien Lenders'    Impaired.  Entitled to Vote.
            Secured Claims

Class 5     Second Lien Lenders'   Impaired.  Entitled to Vote.
            Secured Claims

Class 6     Other Secured Claims   Impaired.  Entitled to Vote.

Class 7     General Unsecured      Impaired.  Entitled to Vote.
            Claims

Class 8     Legends Management     Impaired.  Entitled to Vote.

Class 9     Interests in Debtor    Unimpaired.  Deemed to have
            Subsidiaries           accepted the Plan.

Class 10    Preferred Interests    Impaired.  Entitled to Vote.
            in Legends Gaming, LLC

Class 11    Common Interests in    Impaired.  Entitled to Vote.
            Legends Gaming, LLC

The First Liens Lenders' Secured Claims under Class 4 will be
deemed allowed in the aggregate amount of $162.1 million as of the
Plan's Effective Date.  The First Lien Lenders' Allowed Secured
Claims will be satisfied by the Reorganized Debtors' obligations
under the Amended and Restated First Lien Credit Agreement.

The Second Lien Lenders' Secured Claims, if and to the extent they
become allowed claims, will be satisfied by the Reorganized
Debtors' obligations under the Amended and Restated Second Lien
Credit Agreement.

General Unsecured Claims under Class 7 will be paid in 2 equal
payments of principal and accrued interest, with the first payment
being due on the Plan's Effective Date, and the second payment
being due 1 year from the Plan's Effective Date.

Interests in Debtor Subsidiaries held by Legends Gaming, LLC,
under Class 9, will retain said Interests in the Debtor
Subsidiaries.

As of the Plan's Effective Date, each unit of the 10,000 common
units of Legends Gaming, LLC, under Class 11, currently issued and
outstanding prior to the Plan's Effective Date will be converted
into one-half (.5) newly issued Series A Voting Common Units.

                             Cramdown

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

A full-text copy of Debtors' amended joint Chapter 11 plan of
reorganization dated June 5, 2009, is available for free at:

   http://bankrupt.com/misc/louisianariverboat.amendedplan.pdf

                   About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent.  The U.S. Trustee
for Region 5 has not appointed creditors to serve on an official
committee of unsecured creditors.

As reported in the Troubled Company Reporter on May 20, 2008, the
Debtors' summary of schedules showed total assets of $250,357,475
and total debts of $220,551,127


LYONDELL CHEMICAL: Creditors Seek to Sue Basell Merger Architects
-----------------------------------------------------------------
Brett Clanton at The Houston Chronicle reports that LyondellBasell
Industries creditors have sought permission from the Hon. Robert
Gerber to sue those that signed off on the Lyondell Chemical Co.-
Basell AF merger.

According to Houston Chronicle, those who signed the deal include
Leonard Blavatnik -- chairman of Access Industries, a private
equity firm that owns Basell -- its affiliates, and Wall Street
banks.  Houston Chronicle quoted John Elstad, a lawyer for the
creditors with Brown Rutnick, as saying, "Unsecured creditors were
harmed by the way this merger was put together."

Court documents say that Basell ignored repeated warnings from the
highest levels of the company and its affiliates that the
$12.7 billion buyout of Lyondell Chemical in 2007 was too risky.

Houston Chronicle relates that Access Industries CEO Lincoln Benet
raised concerns to Mr. Blavatnik about the combined company's
ability to fund operations and pay down merger-related debts if a
downturn occurred in the refining and chemical businesses, but Mr.
Blavatnik pressed ahead.

Houston Chronicle quoted Ajay Patel, a vice president of mergers
and acquisitions at Access Industries, as saying, "We are putting
a lot of debt on the combined entity just because the financial
markets will let us.  This may not be prudent in the long term."

Volker Trautz, then CEO of Basell, asked Mr. Blavatnik to give
executives a chance to pull out their stock holdings in Basell if
he was going to gamble with the company's equity and pursue
Lyondell, according to Houston Chronicle.

Creditors said in court documents that chief architects of the
merger focused more on the millions they would gain if the deal
was completed, than on the long-term health of the new company,
the documents claim.  According to court documents, skeptics of
the merger feared that the 100% debt-financed deal would bring the
new company billions in debt, and worried that financial
projections about the combined company were intentionally inflated
to help sell the deal to lenders.

Houston Chronicle reports that a hearing on the creditors' motion
has been set for July 21.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan, which comprises a $3.25
billion in new loans and a $3.25 billion roll-up of existing
loans; and a $1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MARY ANN WALSH: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mary Ann Walsh
        411 Main Street, Route 28
        West Yarmouth, MA 02673

Bankruptcy Case No.: 09-16031

Chapter 11 Petition Date: June 29, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Kathleen R. Cruickshank, Esq.
                  Hanify & King P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  Email: bankruptcy@hanify.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 15 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mab09-16031.pdf

The petition was signed by Ms. Walsh.


MCCLATCHY COMPANY: Moody's Cuts Corp. Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's lowered The McClatchy Company's Corporate Family Rating to
Caa2 from Caa1 and upgraded the Probability of Default Rating to
Caa2/LD from Caa3 upon the company's completion of the exchange
offer of $102.9 million of existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  Moody's believes the completion of the exchange offer
to retire debt at significant discounts to par constitutes a
distressed exchange, which is an event of default under Moody's
definition of default.  Moody's also assigned a Caa1 rating and
LGD3 - 42% assessment to the new notes.

Moody's upgraded McClatchy's existing senior unsecured notes to
Caa2 from Ca (2011 notes) and to Caa2 from C (2014, 2017, 2027 and
2029 notes) to reflect the completion of the exchange offer and
the notes' relative position within the post-exchange capital
structure.  McClatchy's B1 senior secured credit facility rating
and its SGL-4 speculative-grade liquidity ratings are not affected
and Moody's will remove the "/LD" from the PDR in approximately
three days.  Loss given default estimates were updated to reflect
the post-exchange debt mix.  The rating outlook is negative.

Moody's has taken these actions:

Assignments:

Issuer: McClatchy Company (The)

  -- Senior Unsecured Guaranteed Notes due 2014, Assigned Caa1,
     LGD3 - 42%

Downgrades:

Issuer: McClatchy Company (The)

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

Upgrades:

Issuer: McClatchy Company (The)

  -- Probability of Default Rating, Upgraded to Caa2/LD from Caa3

  -- Senior Unsecured Notes due 2011, Upgraded to Caa3, LGD5 - 75%
     from Ca, LGD4 - 67%

  -- Senior Unsecured Notes due 2014 and 2017, Upgraded to Caa3,
     LGD5 - 75% from C, LGD5 - 73%

  -- Senior Unsecured Notes due 2027 and 2029, Upgraded to Caa3,
     LGD5 - 75% from C, LGD5 - 74%

The downgrade of the CFR reflects Moody's concern that the
exchange offer demonstrates the company's willingness to explore
additional transactions to retire debt at deep discounts to par.
Moody's believes the pressure from the highly levered capital
structure, McClatchy's need to refinance approximately
$1.1 billion of debt maturing in June 2011, a potential covenant
violation within the next 12-18 months, and the modest response to
the just-completed exchange offer provide motivation for McClatchy
to pursue additional alternatives to restructure its debt.
Approximately 9% of the $1.15 billion pre-exchange bonds
outstanding agreed to the exchange offer and McClatchy had to
waive its previous condition that at least $50 million of new
notes be issued in order to complete the transaction.

Moody's anticipates McClatchy will generate approximately
$80 million of free cash flow in 2009 on an approximate 35%
decline in EBITDA.  The free cash flow affords the company
somewhat greater flexibility in evaluating restructuring
alternatives than companies rated Caa3.

The upgrade of the PDR and the note instruments reflects the
completion of the exchange offer as the previous ratings were
positioned based on the terms of the exchange offer and the high
probability of its near term completion.  The Caa2 PDR and the
Caa3 note ratings reflect Moody's current estimate of the average
family recovery value in a distress scenario would be in the 50%
range and the notes' structural subordination to the new
$24.2 million of guaranteed notes issued in the exchange offer.
The exchange notes are unsecured and effectively subordinated to
the senior secured credit facility.

The last rating action on McClatchy was on May 21, 2009, when
Moody's downgraded the company's PDR to Caa3 from Caa1, the 2011
notes to Ca from Caa2, and the 2014, 2017, 2027 and 2029 notes to
C from Caa2.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 30 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Annual revenue approximates $1.9 billion.


MCCLATCHY CO: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. newspaper publisher The McClatchy Co. to 'SD'
(selective default) from 'CC'.  S&P also lowered its issue-level
ratings on each of McClatchy's senior unsecured notes originally
issued by Knight Ridder Inc. to 'D' from 'C'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

At the same time, S&P affirmed its rating on McClatchy's secured
debt at 'CC'.  The recovery rating on the secured debt remains at
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.

Additionally, S&P lowered its issue-level rating on McClatchy's
15.75% senior notes due 2014 ("the new notes") to 'C' from 'CCC-'.
The recovery rating on the new notes remains at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

The rating action follows McClatchy's announcement that it has
exchanged $24 million in new senior notes and $3 million in cash
for a total of $103 million of senior notes originally issued by
Knight Ridder Inc. (five issues in total).  The downgrade of the
corporate credit rating to 'SD' reflects S&P's view that the
exchange at a significant discount to the par value of the notes
is tantamount to a default given the distressed financial
condition of the company.  In February 2009, prior to the
exchange, S&P lowered its corporate credit rating on McClatchy and
said S&P was concerned that debt at the company would undergo a
restructuring of some form.  This followed S&P's conclusion in
February that McClatchy would likely violate its 7x total leverage
covenant in its credit facility at the end of 2009.

S&P expects to raise McClatchy's corporate credit rating to 'CC'
with a negative outlook tomorrow.  This is lower than the 'CCC+'
rating that S&P said on May 22, 2009 would be the highest possible
rating following a successful exchange.  S&P now expect the rating
to be lower because of the relatively modest reduction in total
debt and interest expense as a result of the exchange.  S&P
continues to believe it is likely that McClatchy will violate its
7x total leverage covenant by the end of 2009 or in early 2010.
In this scenario, S&P is uncertain that lenders would grant
temporary relief -- and even if they did, S&P believes that
potential leverage of 7x or more would not be manageable over the
long term given secular trends in the newspaper industry.  S&P
also expects to raise S&P's issue-level rating on notes originally
issued by Knight Ridder Inc. (five issues in total) to 'C' from
'D' tomorrow.


MCSTAIN ENT: Court Approves Porzak Browning as Special Counsel
--------------------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court District
of Colorado authorized McStain Enterprises Inc. to employ Porzak
Browning & Bushong LLP as its special counsel.

The firm will represent the Debtor in a pending lawsuit related to
the Hylands development in Westminster, Colorado in the District
Court, Jefferson County (Case No. 09-CV-1413)

The firm has an outstanding balance due from the Debtor of
$43,000, of which $34,265 is related to the litigation.

To the best of the Debtor's knowledge, the firm does not hold or
represent an interest adverse to the Debtor or the estate.

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.


MCSTAIN ENT: Seeks to Sell Three Homes to RBC Real Finance
----------------------------------------------------------
McStain Enterprises Inc. asks the U.S. Bankruptcy Court for the
District of Colorado for permission to:

    i) sell three homes pledged as collateral for amounts owed by
       the Debtor to RBC Real Estate Finance Inc., as co-lender
       with Royal Bank of Canada and RBC Bank (USA);

   ii) use proceeds from the sales to pay vendors providing
       material and labor to complete the homes and other ordinary
       and necessary costs of closing; and

  iii) use the remaining sale proceeds for necessary costs and
       expenses from operations.

The lots and homes pledged as collateral to secure the financing
from RBC are:

  * Platt Park Located Near Gates Rubber Redevelopment District;
  * Bradburn Village Located on 120th Near Federal Blvd.;
  * Stapleton Penthouse Row Homes; and
  * Stapleton Backyard Row Homes.

The deadline to object to the Debtor's request is July 13, 2009.

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.


MCSTAIN ENT: Wants to Hire Connolly Rosania as Counsel
------------------------------------------------------
McStain Enterprises inc. aka McStain Neighborhoods asks the Hon.
Howard R. Tallman of the U.S. Bankruptcy Court District of
Colorado for permission to employ Connolly, Rosania & Loftsedt PC
as its counsel.

The firm will:

  a) advise the Debtor of its powers and duties as debtor-in-
     possession;

  b) take all necessary actions to protect and preserve the
     Debtor's estate including the prosecution of action on the
     Debtor's behalf, including but not limited to avoidance
     actions, the defense of any actions commenced against the
     Debtor, the negotiation of settlements concerning all
     litigation in which the Debtor is involved;

  c) prepare on behalf of the Debtor, all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the estate;

  d) negotiate and prepare on behalf of the Debtor, a plan or
     plans permitted under Chapter 11 of the Bankruptcy Code and
     all related documents including a disclosure statement and
     prosecute the plan through the confirmation process;

  e) review and analyze claims against the estate and file
     objections as necessary; and

  f) perform all necessary or appropriate legal services in
     connection with the Chapter 11 and in connection with any
     other matter as requested by the Debtor.

The firm will be paid based on these rates:

     Professional                  Hourly Rate
     ------------                  -----------
     Tom Connolly, Esq.            $325
     Joseph Rosania, Esq.          $300
     Joli Lofstedt, Esq.           $275
     Ellen Cadette, Esq.           $210
     Douglas Pearce, Esq.          $250

Additionally, the hourly rate of the firm's legal assistants is
between $80 and $100 per hour.

To the best of the Debtor's knowledge, the firm does not hold or
represent an interest adverse to the Debtor or the estate.

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.


METALDYNE CORP: Court Sets July 24 Auction of Powertrain Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved auction and sale procedures for the sale of Metaldyne
Corporation, et al.'s powertrain business.

The Bankruptcy Court has scheduled an auction of the powertrain
assets for July 24, 2009, at 10:00 a.m. (Prevailing Eastern Time)
at the offices of Jones Day, 222 East 41st Street, New York, New
York 10017.

A hearing to approve the agreement and the sale of the powertrain
assets to the stalking horse bidder or another bidder at the
auction is scheduled to be conducted on July 27, 2009, at
10:00 a.m. (Prevailing Eastern Time).

Objections to the proposed sale must be filed with the Court so as
to be actually received no later than 4:00 p.m. (Prevailing
Eastern Time) on July 23, 2009.

As reported in the Troubled Company Reporter on June 17, 2009,
Metaldyne Corporation signed an agreement to sell certain
powertrain and other operating assets and the stock of certain of
its foreign subsidiaries as going concerns to RHJ International
under a court-supervised sale process pursuant to Section 363 of
the U.S. Bankruptcy Code.

Under the agreement, a newly formed subsidiary of RHJI will
purchase certain North American and all of the European assets of
Metaldyne's Sintered Products, Vibration Control Products and
Powertrain Products business units, as well the European Forging
Products business unit and certain Asian operations.  The
transaction is valued at approximately $100 million including up
to $25 million in cash, a new $50 million secured note and the
exchange of an existing EUR15 million demand note issued by
Metaldyne GmbH for a term loan to RHJI's newly formed acquisition
subsidiary.  In addition, RHJI has agreed to inject additional
cash into the newly formed entity to fund future working capital
needs.

                  About Metaldyne Corporation

Headquartered in Plymouth, Michigan, Metaldyne Corporation --
http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi
Tec, a Shizuoka, Japan-based chassis and powertrain component
supplier in the passenger car/light truck and medium/heavy truck
segments.  Asahi Tec is listed on the Tokyo Stock Exchange.
Metaldyne is a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain and chassis applications including engine,
transmission/transfer case, wheel end, and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.

On January 11, 2007, in connection with a plan of merger, Asahi
Tee Corporation in Japan acquired the shares of Metaldyne.  On the
same date, Asahi Tee contributed those shares to Metaldyne
Holdings, and Asahi Tee thereby became the indirect parent of
Metaldyne and its other units.  RHJ International S.A. of Belgium
now holds approximately 60.1% of the outstanding capital stock of
Asahi Tec.

The Company owns 23 different properties, including 14 domestic
manufacturing facilities in six states, and more than 10
manufacturing facilities North America, Europe, South America and
Asia.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S.D.N.Y. Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METALDYNE CORP: Pursues Chassis Sale Without Stalking Horse
-----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Metaldyne Corp.
intends to proceed with an auction for its chassis business
without a stalking horse bidder.  A stalking horse bidder would
have been entitled to bid protections and a break-up fee but would
be required to close on the sale absent higher and better bids.
Metaldyne said that 16 potential buyers signed a confidentiality
agreement; three interested buyers for the business merged; and a
non-binding letter of intent was reached with Washington-based
Carlyle Group.  The Debtor, however, was unable to reach to terms
of a purchase agreement with Carlyle.

The U.S. Bankruptcy Court for the Southern District of New York
will consider Metaldyne's sale plan on July 17.  The procedures
contemplate a July 31 deadline for bids, an August 3 auction, and
a sale hearing on August 4.

Metaldyne is already scheduled to conduct an auction on July 24
for its power-train business.  Brussels-based RHJ International
already signed a contract to pay $100 million, including
$25 million in cash, a $50 million note, the rollover of a
$20 million note owed by a German subsidiary and debt assumption.
Competing bids are due July 23.  The sale approval hearing is on
July 27.

Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor,
Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary
Inc. and its affiliates filed for Chapter 11 on May 27, 2009
(Bankr. S. D. NY Lead Case No. 09-13412).  The filing did not
include the company's non-U.S. entities or operations.  Richard H.
Engman, Esq., at Jones Day represents the Debtors in their
restructuring efforts.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP serves as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  For the fiscal year ended March 29, 2009, the
company recorded annual revenues of approximately US$1.32 billion.
As of March 29, 2009, utilizing book values, the company had
assets of approximately US$977 million and liabilities of
US$927 million.


METROMEDIA INTERNATIONAL: Wins Court Nod to Appeal $188MM Award
---------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware has allowed
MIG Inc. to continue an appeal of a decision in bankruptcy court
that issued a $188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for $1.80
a share, or about $170 million, according to data compiled by
Bloomberg.  A group of preferred shareholders asked Judge William
B. Chandler of the Delaware Chancery Court to evaluate the value
of their shares at the time of the merger.  Judge Chandler ruled
that each share was worth $47.47, or a total of about $188.4
million.  MIG appealed the ruling.  But unable to post a bond
enabling an appeal, MIG filed for Chapter 11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

Based in Charlotte, North Carolina, Metromedia International Group
Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-
group.com/ -- through its wholly owned subsidiaries, owns
interests in several communications businesses in the country of
Georgia.  The company's core businesses include Magticom Ltd., a
mobile telephony operator located in Tbilisi, Georgia, Telecom
Georgia, a long distance telephony operator, and Telenet, which
provides Internet access, data communications, voice telephony and
international access services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


MUZAK HOLDINGS: Can Use Lenders Cash Collateral Until November 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has amended
its stipulated final order dated as of March 12, 2009, authorizing
Muzak Holdings LLC, et al.'s use of the prepetition agent and the
prepetition lenders' cash collateral.

The Specified Period during which the Debtors may use cash
collateral is extended through the earliest to occur of the
expiration of the Remedies Notice Period or November 20, 2009.

No later than July 1, 2009, the Debtors and the Required Lenders
will agree to a supplemental cash collateral budget for the period
August 17, 2009, through November 20, 2009.  Consensual use of
cash collateral beyond the current budget will be subject to
approval of the Required Lenders of the supplemental budget.

The Court approved these amended milestones:

  -- The Debtors have until August 10, 2009, to file a plan and
     disclosure statement in accordance with the terms and
     conditions of the Cash Collateral Order.

  -- The Debtors have until September 21, 2009, to obtain approval
     of a disclosure statement.

  -- The Debtors have until November 16, 2009, to obtain a final
     order confirming a plan.

  -- The Debtors have until July 16, 2009, to obtain an order, in
     a form reasonably acceptable to the Required Lenders,
     authorizing the Debtors, at their discretion, to pay work
     fees or other due diligence fees to potential providers of
     exit financing in connection with the Debtors' efforts under
     paragraph 11(e) of the Cash Collateral Order.

  -- If the Debtors do not file a plan on or before August 11,
     2009, the Debtors must pay the prepetition lenders $5,000,000
     as additional adequate protection.  The extension payment
     will be applied towards principal of the prepetition
     obligations.  Upon the prepetition lenders' receipt of the
     extension payment, the milestones will be extended by an
     additional 30 calendar days, subject to agreement on a budget
     that covers said 30 days.  In no event will the Specified
     Period extend beyond December 20, 2009, subject to the
     Debtors' right to seek to use cash collateral on a contested
     basis after that date.

A full-text copy of the Court's March 12 cash collateral order is
available at:

     http://bankrupt.com/misc/muzak.cashcollateralorder.pdf

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  In its bankruptcy petition, the
Company listed between $100 million and $500 million each in
assets and debts.


MUZAK HOLDINGS: Protocol for Review of Fee Applications Approved
----------------------------------------------------------------
On June 17, 2009, the U.S. Bankruptcy Court for the District of
Delaware entered an order (i) establishing a fee review committee
and (ii) approving procedures for the review of fee applications
filed in Muzak Holdings LLC, et al.'s bankruptcy cases.

The fee review committee, to be comprised of one representative of
the Debtors, one representative designated by the statutory
committee of unsecured creditors and one represetative from the
Office of the United States Trustee for the District of Delaware,
will be vested with authority to take actions in accordance with a
fee review committee protocol.

The FRC Protocol is approved in its entirety.  A copy of the
revised FRC protocol is available at:

        http://bankrupt.com/misc/muzak.frcprotocol.pdf

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  In its bankruptcy petition, the
Company listed between $100 million and $500 million each in
assets and debts.


NEXT 1 INTERACTIVE: Kramer Weisman Raises Going Concern Doubt
-------------------------------------------------------------
Kramer, Weisman and Associates, LLP, in Davie, Florida, said in
its June 13, 2009, audit report, there is substantial doubt about
the ability of Next 1 Interactive, Inc., to continue as a going
concern.

The Company had an accumulated deficit of $6,081,214 and a working
capital deficit of $1,582,950 at February 28, 2009, net losses for
the year ended February 28, 2009 of $1,843,567 and cash used in
operations during the year ended February 28, 2009 of $1,704,195.
While the Company is attempting to increase sales, the growth has
not been significant enough to support the Company's daily
operations.

At February 28, 2009, the Company had $8,228,292 in total assets,
and $2,571,662 in total liabilities.

According to the Company, management's plans with regard to the
going concern are:

   -- The Company will continue to raise funds through private
      placements with third parties by way of a public or private
      offering.

   -- While the Company believes in the viability of its strategy
      to improve sales volume and in its ability to raise
      additional funds, there can be no assurances to that effect.

"The Company's limited financial resources have prevented the
Company from aggressively advertising its products and services to
achieve consumer recognition.  The ability of the Company to
continue as a going concern is dependent on the Company's ability
to further implement its business plan and generate increased
revenues," the Company said.

A full-text copy of the Company's Annual Report for the fiscal
year ended February 28, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?3e75

Next 1 Interactive, Inc., is an emerging interactive media company
whose focus is in video and rich media advertising delivered over
internet and television platforms.  The Company addresses
advertisers' needs to provide compelling content in the emerging
convergent landscape of Internet, television and mobile platforms.
Next 1 Interactive accomplishes this goal by the synergistic
strength of its companies and media channels.


NOBLE INTERNATIONAL: Court OKs Sale of Spring Lake Assets to RM
---------------------------------------------------------------
The U.S. Bankruptcy Court of the Eastern District of Michigan
approved an agreement between Noble Metal Processing - West
Michigan, a subsidiary of Noble International, Ltd., and RM Shelf
Corp 4, Inc.  Pursuant to the agreement, RM Shelf will purchase
certain assets relating to operation of the Company's Spring Lake,
Michigan facility for approximately $1.3 million.

RM Shelf will also purchase finished goods, works-in-process and
raw materials existing on the day of closing.  The Purchase
Agreement may be terminated by either party without liability if
the transaction is not consummated on or before June 30, 2009.

The Company also related that on June 25, 2009, the Company
consummated the sale to Multimatic Inc. of certain assets relating
to operation of the Company's Butler, Indiana facility for
$1.66 million.  In connection with the sale, Multimatic also
purchased existing finished goods, works-in-process and raw
materials for $1.07 million.

                         Changes in Board

On June 22, 2009, Jean-Fran‡ois Crancee informed the Company that,
in connection with his retirement from ArcelorMittal, he was
resigning as a member of the Company's board of directors
effective immediately.

On June 23, 2009, the board elected Brian E. Aranha to fill the
board vacancy resulting from Mr. Crancee's resignation.  Mr.
Aranha serves as vice president, Commercial Team Industry in the
Flat Carbon Europe business unit of ArcelorMittal.

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E.D. Mich. Case No. 09-
51720).  The Debtors proposed Foley & Lardner LLP as their general
bankruptcy counsel.  Conway Mackenzie, Inc., has been tapped as
the Debtors' financial advisors.  The official committee of
unsecured creditors is represented by Jaffe Raitt Heuer & Weiss,
P.C.  The Debtors disclosed total assets of $190,763,000 and total
debts of $38,691,000, as of January 10, 2009.


NUKOTE INTERNATIONAL: Wants Access to Cash Securing Loan from CIT
-----------------------------------------------------------------
Nukote International, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Tennessee for
authority to:

   -- access cash securing repayment of the CIT Group/Business
      Credit, Inc. loan; and

   -- grant adequate protection to CIT.

The Debtors relate that CIT Group/Business Credit, Inc. is the
only entity that asserts an interest in the Debtors' cash
collateral.

The Debtors owe $30 million to CIT under the financing agreement.
The $30 million is consists of a $6.3 million term loan and a
$23 million revolving line of credit.

The Debtors propose to grant replacement liens on all collateral
in which CIT holds a lien to the extent that the use of cash
collateral results in a decrease in the value of CIT's interest in
the Debtors' property as of the petition date.

Secured lender CIT objects to the Debtors' cash collateral motion
relating that neither the motion nor the Alan Lockwood declaration
contains facts that would demonstrate that CIT's interest in cash
collateral is adequately protected.

                    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.


PACIFIC ENERGY: Creditors Express Concern on Sale of Assets
-----------------------------------------------------------
Unsecured creditors are firing back at Pacific Energy Resources
Ltd. over the proposed sale of some of the company's assets,
expressing concern that the move would not be in everyone's best
interests, according to Law360.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PACIFIC ENERGY: To Auction California Assets on July 31
-------------------------------------------------------
Pacific Energy Resources Ltd. is proposing to sell its California
assets at an auction July 31.  According to Bill Rochelle at
Bloomberg News, because financing for the Chapter 11 effort
requires quick sales, the Company wants offers on the California
offshore assets no later than July 24, with an auction July 31 and
an August 4 sale-approval hearing.  The California properties are
nine miles offshore from Huntington Beach and include a pipeline
that runs from the wells to the shore.

The report relates that the Bankruptcy Court already approved
procedures for sale of the Alaska assets.  Bids for the Alaska
assets are due July 13, with an auction on July 20 and a sale
hearing on July 27.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PARTICLE DRILLING: Court Sets July 20 Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
established July 20, 2009, as the bar date for filing proofs of
claim and interests against the Debtors Particle Drilling
Technologies, Inc., a Nevada corporation, and Particle Drilling
Technologies, Inc., a Delaware corporation.

Proofs of claim against or interests in the Debtors must be filed
so as to be received on or before the bar date to:

     U.S. Bankruptcy Court Clerk
     Southern District of Texas
     515 Rusk, Houston
     Texas 77002

The Debtors disclose that they are proposing a sale of
substantially all of their assets at an auction.  The auction will
take place following bid procedures approved by the Court sometime
in July 2009.  The Debtors have filed a proposed Plan of
Liquidation to distribute the proceeds of the auction and dissolve
the Debtors.  The confirmation hearing is scheduled for July 29,
2009, at 1:30 p.m.

Based in Houston, Particle Drilling Technologies, Inc., a Nevada
corporation, filed for Chapter 11 on May 30, 2009 (Bankr. S.D.
Tex. Case No. 09-33744).  On June 1, 2009, Particle Drilling
Technologies, Inc., a Delaware Corporation, filed for Chapter 11
(Bankr. S.D. Texas Case No. 09-33830).  Particle Drilling is a
development stage oilfield service and technology company owning
certain patents and pending patents related to the Particle Impact
Drilling technology.  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, represents the Debtors as counsel.  Particle
Drilling Tehnologies, Inc., a Nevada corporation, listed between
$1 million and $10 million each in assets and debts.  Particle
Drilling Technologies, Inc., a Delaware corporation, listed less
than $50,000 each in assets and debts.


PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed Pioneer Natural Resources' Issuer
Default Rating and debt ratings:

  -- IDR 'BB+';
  -- Senior Unsecured 'BB+'.

The Rating Outlook is Stable.

Pioneer's ratings continue to be supported by the company's long-
lived onshore reserve base; positive production outlook stemming
from major projects coming online and expiring volumetric
production payments in 2009; and the ability to begin generating
positive free cash flows stemming from the low reinvestment needs
of the company's assets.  Offsetting factors include the high
levels of debt relative to production levels; weak five-year
average organic reserve replacement rates (and the resulting high
five-year average finding and development costs); and the
company's significant exposure to natural gas prices.

Credit metrics were strong as of March 31, 2009 as Pioneer
generated latest 12 months EBITDAX (earnings before interest,
taxes, depreciation, amortization and exploration expense) of
$1.45 billion which resulted in interest coverage of 8.4 times (x)
and leverage, as measured by debt-to-EBITDAX, of 2.3x.  At year-
end 2008, debt/boe of proven reserves was $3.43/boe ($.57/mcfe)
and debt/boe of proven developed reserves was $5.94/boe
($.99/mcfe).

Fitch expects Pioneer to generate positive free cash flow in 2009
stemming from the significantly reduced capital expenditures and
further supported by increased hedging activity.  Improved
operating cash flows are being driven by significant production
growth rates combined with falling VPP obligations.  As a result,
Pioneer is anticipated to reduce borrowings under the company's
credit facility in 2009, supporting increased liquidity at the
company.  Going forward into 2009, Fitch will look for Pioneer to
mostly maintain reserve and production levels without materially
raising debt levels.  Rising debt levels (given the current asset
base and production profile) or significant share repurchases
would be a catalyst for negative rating action.

Pioneer maintains liquidity from cash and equivalents
($44.5 million on March 31, 2009); its $1.5 billion credit
facility ($400 million of availability on March 31, 2009); and
operating cash flows of $872 million during the LTM period ending
March 31, 2009.  Current maturities are minimal, with the only
maturity facing the company coming in 2012 with the maturing of
$6.1 million of the 5.875% senior notes and the expiration of the
company's credit facility (a $1.5 billion facility with
$1.1 billion of outstanding borrowings).  In addition, since Fitch
includes 100% of VPP balances in the debt calculations, debt
levels will fall associated with VPP amortizations going forward.
This includes approximately $111 million in 2009, $90 million in
2010 and $45 million in 2011.  Total VPP obligations on March 31,
2009 were $288.4 million.

Additional liquidity is available to the company as a result of
the IPO of Pioneer Southwest.  The presence of the Master Limited
Partnership benefits the parent company because of its ability to
'drop down' or sell assets to the MLP and the existence of a
$300 million revolving credit facility at the MLP to finance these
purchases (note that the MLP currently has access to only
approximately $200 million in borrowing capacity on the revolver
due to covenant restrictions).  Additionally, Pioneer has the
ability to sell additional units in the MLP to the public to raise
additional capital without diluting Pioneer shareholders.
Liquidity remains adequate at Pioneer and the company remains in
compliance with all debt covenants.

Pioneer is a large independent oil & gas exploration and
production company with operations in the U.S. (Permian Basin,
Mid-Continent, Rockies, Gulf Coast and Alaska) and Africa (Tunisa
and South Africa).  At year-end 2008, the company had
approximately 960 MMBOE of proven reserves.  Pioneer is
headquartered in Irving, Texas.


PIZZA FOODS OF TEXAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Pizza Foods of Texas, L.P.
            dba Cici Restaurant No. 539
            dba Cici Restaurant No. 543
            dba Cici Restaurant No. 564
            dba Cici Restaurant No. 565
            dba Cici Restaurant No. 608
            dba Cici Restaurant No. 609
            dba Cici Restaurant No. 633
            dba Cici Restaurant No. 651
            dba Cici Restaurant No. 652
        9400 N. Central Expressway, Suite 1304
        Dallas, TX 75231

Bankruptcy Case No.: 09-33992

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Pizza Foods of Texas, L.P.                         09-33992
Pizza Partners of Cincinnati, L.P.                 09-33993
Pizza Partners of Mayland, L.P.                    09-33994
Pizza Partners of Ohio, Ltd.                       09-33995
Pizza Partners of South Carolina, L.P              09-33996
Pizza Partners of West Virginia, Limited Partnersh 09-33997
TEG Pizza Partners Indiana, L.P                    09-33998
TEG Pizza Partners Texas, L.P.                     09-33999
Pizza Partners of Florida, Limited Partnership     09-34000
TEG-Pizza Partners Holdings, L.P.                  09-34001

Chapter 11 Petition Date: June 28, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  Email: rwward@airmail.net

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

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

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

The petition was signed by Norman Winton.


PLIANT CORP: Files Revised Disclosure Statement to Amended Plan
---------------------------------------------------------------
Pliant Corp. and its affiliates have filed a revised disclosure
statement with respect to their second amended joint plan of
reorganization dated June 26, 2009.  The Plan is based primarily
upon a prepetition compromise and lockup agreement with the
Debtors' first lien noteholders.  Under the Plan, the Debtor's
First Lien Notes will be exchanged for 98.5% of the Class A New
Common Stock to be issued pursuant to the Plan.

Holders of Second Lien Notes Claims and General Unsecured Claims
(which comprise Class 5), and Senior Subordinated Notes Claims
(Class 7) will receive a Pro Rata distribution of interests in a
Creditor Trust that will hold 1.5% of the Class A New Common Stock
and will also receive New Warrants to be issued pursuant to the
Plan.

The Debtors' Prepetition Credit Facility Claims will be paid in
full in cash.  Claims and Interests of Pliant's existing equity
holders will be extinguished.

The Plan places the various claims against the Debtors in 12
separate classes:

                                             Est.      Estimated
             Description       Treatment    Amount     Recovery
         --------------------  ----------   ------     ---------
Class 1  Priority Non-Tax      Unimpaired   N/A          100%
         Claims
Class 2  Other Secured Claims  Unimpaired   $20.8MM      100%
Class 3  Prepetition Credit    Unimpaired   $145.0MM     100%
         Facility Claims
Class 4  First Lien Notes      Impaired     $415.9MM  40.5%-58.1%
         Claims
Class 5  Unsecured Claims      Impaired     $273.7MM   3.0%-6.3%
Class 6  Convenience Class     Impaired     $1.1MM       100%
Class 7  Senior Subordinated   Impaired     $26.5MM       0%
         Notes Claims
Class 8  Intercompany Claims   Impaired     N/A          N/A
Class 9  Section 5109b)        Impaired     -            N/A
         Claims
Class 10 Pliant Preferred      Impaired     N/A          N/A
         Stock Interests
Class 11 Pliant Outstanding    Impaired     N/A          N/A
         Common Stock
Class 12 Subsidiary Interests  Unimpaired   N/A          100%

The Debtors will be seeking votes only from holders in claims in
Classes 4, 5, 6, 7, and 8.  Holders of claims and interests in
Classes 1, 2, and 3, being unimpaired, are conclusively presumed
to have accepted the Plan and are not entitled to vote on the
Plan.

Holders of claims and interests in Classes 9, 10, and 11 will
receive no distribution under the Plan and are deemed to have
voted to reject the Plan.

A full-text copy of the revised disclosure statement with respect
to the Debtors' Second Amended Joint Plan of Reorganization dated
June 26, 2009, is available at:

      http://bankrupt.com/misc/Pliant.DS2ndAmendedPlan.pdf

As reported in the Troubled Company reporter on June 25, 2009, the
official committee of unsecured creditors of Pliant and competing
plan sponsor Apollo Management LP urged the Court to end the
exclusive right of Pliant to file a reorganization plan.  Apollo
said it has fully documented a competing plan more lucrative for
creditors than the reorganization proposal Pliant submitted when
it filed under Chapter 11 in February.

Under Apollo's competing plan (i) first-lien noteholders will
receive $89 million cash and $236 million in new first-lien notes,
(ii) general unsecured creditors would take home 17.5% in cash,
and (iii) for their deficiency claim, first lien and second lien
holders will receive 8.75% in cash and 8.75% in preferred stock.
Apollo pointed out that that warrants under Pliant's plan -- which
be issued to unsecured creditors -- are worth only 0.5%.

Apollo said it also has $175 million in fully underwritten
financing.

When Apollo first floated the idea of a competing plan, it was
offering first-lien lenders $75 million cash and $156 million in
new first-lien notes.  The Company previously said its plan is
supported by holders of more than two-thirds of the first-lien
notes.

As reported in the TCR on June 11, 2009, the Debtors asked the
Court to extend their exclusive period to file a Plan through and
including October 9, 2009, and their exclusive period to solicit
acceptances of that Plan through and including December 9, 2009.
Although the Debtors have filed a plan of reorganization within
the filing exclusive period, the Debtors requested an extension
out of an abundance of caution.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PLIANT CORP: Court Allows Apollo Plan to Be Sent to Creditors
-------------------------------------------------------------
Steven Church at Bloomberg News reports that Judge Mary Walrath of
the U.S. Bankruptcy Court for the District of Delaware granted
private equity group Apollo Management LP permission to try to
reorganize Pliant Corp. over the opposition of the company.

Judge Walrath ruled that creditors should get a chance to vote on
Apollo's reorganization plan as well as the version proposed by
Pliant's managers.  "We should let those people with the greatest
stake in the case make their decision," Judge Walrath said in
court.

As reported by the Troubled Company Reporter on June 25, 2009, the
official committee of unsecured creditors of Pliant Corp. and
competing plan sponsor Apollo Management urged the Bankruptcy
Court to end the exclusive right of Pliant to file a
reorganization plan.  Apollo says it has fully documented a
competing plan more lucrative for creditors than the
reorganization proposal Pliant submitted when it filed under
Chapter 11 in February.

Pliant's plan provides for (i) payment of $393 million in first-
lien notes with all of the new stock of reorganized Pliant, (ii)
recovery by other creditors, including the holders of $262 million
in second-lien notes, with warrants to buy new stock.

Bill Rochelle at Bloomberg relates that under Apollo's competing
plan (i) first-lien noteholders will receive $89 million cash and
$236 million in new first-lien notes, (ii) general unsecured
creditors would take home 17.5% percent in cash, and (iii) for
their deficiency claim, first lien and second lien holders will
receive 8.75% in cash and 8.75% in preferred stock.  Apollo
pointed out that that warrants under Pliant's plan -- which be
issued to unsecured creditors -- are worth only 0.5%.

Apollo said it also has $175 million in fully underwritten
financing.

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for Chapter 11
protection on January 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
Canadian counsel.  As of September 30, 2005, the Company had
$604.3 million in total assets and $1.19 billion in total debts.
The Debtors emerged from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


POMARE LTD: New Hilo Hattie Owner Submits Amended Plan
------------------------------------------------------
Janis L. Magin at Pacific Business News reports that Royal
Hawaiian Creations President Donald B.S. Kang has submitted an
amended Chapter 11 bankruptcy reorganization plan for Hilo
Hattie.

As reported by the Troubled Company Reporter on June 24, 2009, TOC
Inc. transferred its outstanding stock to Royal Hawaiian Creations
owner Donald Kang.  The Hon. Robert Faris of the U.S. Bankruptcy
Court for the District of Hawaii put off his decision on the sale
of Hilo Hattie to Maui Divers Jewelry and on other motions,
including whether to appoint a trustee or convert the case to
liquidation, until June 29.  Judge Faris was scheduled to rule on
the matters on June 22.

Pacific Business News relates that under the plan presented by
Mr. Kang, unsecured creditors will be paid 1% of what they are
owed per year for five years, but not before the fall of 2010.
The report says that the plan would cancel the concession
agreement that Maui Divers Jewelry has with Hilo Hattie at its
seven stores.

James Wagner, Mr. Kang's attorney, told the Judge Faris that his
client has $2 million in credit lined up with First Hawaiian Bank,
in addition to $1 million in cash that would be used to promptly
fund a line of credit for Hilo Hattie, pacific Business News
states.  The First Hawaiian loan would be used after Hilo Hattie
emerges from Chapter 11 bankruptcy, which Mr. Wagner expects to
happen as early as September, according to the report.  Mr. Kang
would inject $500,000 cash into Hilo Hattie, and another $500,000
in inventory until the Chapter 11 plan is confirmed, the report
says, citing Mr. Wagner.

According to Pacific Business News, Judge Faris has delayed until
July 15 a decision on the effort by Maui Divers Jewelry to acquire
Hilo Hattie.  Pacific Business News reports that the official
committee of unsecured creditors had supported Maui Divers' offer
to acquire Hilo Hattie for $1 million and then immediately inject
$2 million in capital into the operations

Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a
tourist-destination retailer with operations chiefly in Hawaii.
It has seven stores in Hawaii and two in California.

The Company filed for Chapter 11 relief on October 2, 2008 (Bankr.
D. Hawaii Case No. 08-01448).  Chuck C. Choi, Esq., and James A.
Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as
counsel.  Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at
Case Lombardi & Pettit, represent the Official Committee of
Unsecured Creditors.  In its schedules, the Debtor listed total
assets of $15,825,657, and total debts of $13,767,047.


PROSPECT MEDICAL: Receives Waivers of All Events of Default
-----------------------------------------------------------
Prospect Medical Holdings, Inc., and its lenders have entered into
amendments to Prospect's first and second lien credit agreements,
waiving all asserted events of default under those credit
facilities, borrowings under which totaled $137.8 million at
March 31, 2009.  The Company also entered into an amendment and
waiver of cross-defaults under the Company's interest rate swap
agreements related to the loans.

The lenders had asserted that Prospect was in default of a
requirement to sell a certain business unit by a specified date.
The lenders had also asserted certain defaults associated with the
Company's incremental $2.5 million investment to acquire a
majority stake in Brotman Medical Center, Inc.

Prospect disputed the lenders' characterization of these matters,
while the parties engaged in discussions that ultimately led to
the successful resolution reflected in the amendments.  The
amendments include:

   -- Waiver of the asserted default related to selling the
      Specified Business Unit by a specified date, which sale the
      Company determined was not in the best interests of the
      Company or its lenders;

   -- Waiver of asserted defaults associated with the Company's
      increased ownership stake in Brotman;

   -- Termination of default interest rates on the loans;

   -- Adjustment of the minimum annual EBITDA covenant to reflect
      the continued inclusion of the Specified Business Unit going
      forward - to $32 million under the first lien credit
      facility and $31 million under the second lien credit
     facility;

   -- Increase the annual permitted investment threshold by
      $1 million on each credit facility, to $3 million under the
      first lien credit facility and $3.5 million under the second
      lien credit facility;

   -- Require Prospect to pay off the loans no later than
      October 31, 2009, with failure to do so being an immediate
      event of default;

   -- In the event that a complete Refinancing has not occurred by
      October 31, 2009, require the Company to make a supplemental
      principal payment of $5 million using its excess cash
      reserves;

   -- Remove the remaining 1% prepayment penalty associated with
      the first lien loans;

   -- Reduce the interest make-whole and prepayment penalties
      associated with the second lien loans to a combined 5%
      through October 31, 2009, declining thereafter in accordance
      with the existing credit agreements and amendments; and

   -- Provide a full release of the Administrative Agents and
      lenders through the date of execution of the amendments.

The Company did not pay any fees in connection with these credit
and swap agreement waivers and amendments.

Prospect has formally engaged investment bankers to undertake a
Refinancing of the current debt, and remains optimistic that it
will be able to complete such a Refinancing -- on more attractive
terms and with a capital partner fully aligned with the Company's
strong performance and disciplined future expansion plans.

                   About Prospect Medical Holdings

Prospect Medical Holdings, Inc. (NYSE Amex: PZZ), operates five
hospitals in the greater Los Angeles area and manages the medical
care of approximately 183,000 individuals enrolled in HMO plans in
Southern California, through a network of approximately 14,000
specialist and primary care physicians.


PROVIDENT ROYALTIES: Files Sale Protocol to Test Sinclair Bid
-------------------------------------------------------------
Provident Royalties LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas for sale procedures,
which contemplate an affiliate of Sinclair Oil Corp. as lead
bidder.  The Sinclair affiliate will purchase the assets through a
credit bid of its $150 million first lien debt, absent higher and
better offers for the assets at an auction on August 24, Bloomberg
News' Bill Rochelle reported.

According to the report, Provident's agreement with Sinclair
provides that Sinclair will take no distribution under a Chapter
11 plan until unsecured creditors have received $7.5 million.
Sinclair will also waive its second lien debt of $25 million.

The Court will convene a hearing to consider approval of the sale
procedures on July 21.

Provident owes $150 million to an affiliate of Sinclair Oil Corp.
on a secured credit along with $25 million also owing to Sinclair
on a subordinated secured loan.  Trade suppliers are owed another
$10.1 million.  Some are claiming a lien on Provident's properties
that would be subordinate to the Sinclair loans.  Provident also
financed its business by selling $485 million in non-voting equity
interests to 7,700 investors.  The Company failed to make dividend
payments to the investors earlier this year and also was in
default on the Sinclair loans.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case.
Kristen N. Beall, Esq., at Patton Boggs, LLP, represents the
Debtors in their Chapter 11 efforts.  Epiq Bankruptcy Solutions,
LLC, is the claims and noticing agent.  The Company estimated
assets and debts of $100 million to $500 million.


PUMPKIN PATCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pumpkin Patch LLC
        951 Mariners Island Blvd, Suite 650
        San Mateo, CA 94404

Bankruptcy Case No.: 09-12200

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Thomas M. Horan, Esq.
                  Womble Carlyle Sandridge & Rice, PLLC
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4339
                  Fax: (302) 661-7707
                  Email: thoran@wcsr.com

Total Assets: $7,900,000

Total Debts: $6,700,000

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/deb09-12200.pdf

The petition was signed by Maurice Prendergast, chief executive
officer of the Company.


QIMONDA NA: Court Set August 20 as Creditor's Claims Bar Date
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set Aug. 20, 2009, at 5:00 p.m., as the
deadline for creditors of Qimonda Richmond LLC and Qimonda North
America Corp. to file proofs of claim.

Judge Walrath fixed October 29, 2009, at 5:00 p.m., as the
deadline for all governmental units to file their proofs of claim.

As reported in the Troubled Company Reporter on May 29, 2009, all
proofs of claim must be filed at:

  a) If by first class mail:

     Qimonda Richmond LLC
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     FDR Station
     P.O. Box 5112
     New York, NY 10150-5112

  b) If by hand delivery or overnight mail:

     Qimonda Richmond LLC
     Claim Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 before the Delaware
bankruptcy court on February 20 (Bankr. D. Del. Lead Case No. 09-
10589).  Mark D. Collins, Esq., at Richards Layton & Finger PA,
has been tapped as counsel.  Roberta A. DeAngelis, the United
States Trustee for Region 3, appointed seven creditors to serve on
an official committee of unsecured creditors.  Jones Day and Ashby
& Geddes represent the Committee.  In its bankruptcy petition,
Qimonda estimated assets and debts of more than $1 billion.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


QUALITY HOME: Liquidity Concerns Prompt S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Quality Home Brands Holdings LLC to
'CCC' from 'B-'.  The outlook is negative.

S&P also lowered the issue ratings on the company's $20 million
revolver and $290 million first-lien term B bank loan due 2012 to
'CCC' from 'B'.  S&P also revised the recovery rating to '4',
indicating S&P's expectation for average (30%-50%) recovery in the
event of a payment default, from '2'.  Concurrently, S&P lowered
the issue rating on the $100 million second-lien term bank loan
due 2013 to 'CC' from 'CCC'.  The recovery rating remains '6',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.

"The downgrade reflects S&P's concerns about the company's
liquidity because of its very high leverage, continued very weak
operating performance and S&P's belief that credit protection
measures may deteriorate further given the weak housing market and
current economy," said Standard & Poor's credit analyst Bea Chiem.
As of March 27, 2009, lease-adjusted debt outstanding was about
$442 million.

The ratings on Cary, North Carolina-based Quality Home Brands
Holdings LLC reflect its weak liquidity, highly leveraged
financial profile, and narrow product focus.  QHB's exposures to
the current weak housing industry and overall U.S. economy have
significantly and adversely affected the company's operating
performance over the past year.

QHB designs, supplies, manufactures, and markets residential and
commercial lighting fixtures.  The company has leading brand names
in the highly fragmented and competitive lighting industry,
including Murray Feiss, Monte Carlo, Sea Gull Lighting, and Tech
Lighting.  For the fiscal year ended December 2008, sales were
about $325 million.

Standard & Poor's Ratings Services views the scope of QHB's
operations in the lighting fixture industry as narrow.  Most of
the company's sales are generated from home remodeling and
discretionary home d‚cor spending(about 75%), with the balance
related to new construction.  Although the home remodeling segment
is generally less cyclical than new-housing construction, S&P
believes the current weak housing market and challenging economic
conditions in the U.S. has significantly affected the company and
is likely to continue to negatively affect its operating
performance.  Moreover, there is some customer concentration, even
though the company has long-standing relationships with home
centers, electrical distributors, independent lighting showrooms
(retailers), and good distribution capabilities across all
channels.

The negative outlook on QHB reflects S&P's concerns about the
company's ability to maintain adequate liquidity, very high
leverage, and S&P's belief that the company might find it
difficult to improve operating performance amid the weak housing
market.  S&P believes that covenant cushion levels may be further
pressured over the near term given QHB's steady decline in
operating results and S&P's expectations for further decline given
the weak market conditions.  S&P would consider a lower rating if
QHB's already very high debt leverage ratio increases
substantially, causing covenant cushion levels to decline further
or if the company is unable to comply with any of its financial
covenants over the next year.  Although unlikely in the near term,
S&P would consider revising the outlook to stable if QHB can
stabilize its operations, improve covenant cushion levels, and
maintain adequate liquidity.


QUEST ENERGY: UHY LLP Issues Going Concern Doubt
------------------------------------------------
UHY LLP in Houston, Texas, in its June 15, 2009 audit report,
raised substantial doubt about the ability of Quest Energy
Partners, L.P. and subsidiaries -- the Partnership -- to continue
as a going concern, citing the Partnership's inability to amend
the terms of its credit facilities.

Quest Energy Partners does not expect to be in compliance with the
covenants in its credit agreements for all of 2009.  If defaults
exist at June 30, 2009 or in subsequent periods that are not
waived by the lenders, Quest Energy Partners said its assets could
be subject to foreclosure or other collection efforts.

Quest Energy Partners said its First Lien Credit Agreement limits
the amount it can borrow to a borrowing base amount, determined by
the lenders at their sole discretion.  Outstanding borrowings in
excess of the borrowing base will be required to be repaid in
either four equal monthly installments following notice of the new
borrowing base or immediately if the borrowing base is reduced in
connection with a sale or disposition of certain properties in
excess of 5% of the borrowing base.

Quest Energy Partners is currently in discussions with its lenders
relating to the reserve borrowing base for the First Lien Credit
Agreement and other covenants for 2009.  Quest Energy Partners
believes its 2009 reserve borrowing base will be approximately
$140 million, which is $50 million lower than the current
borrowing base of $190 million.  Quest Energy Partners said it has
not resolved this anticipated borrowing base deficiency.

"While we might be able to enter into new derivative contracts
and/or reprice our existing derivative contracts to reduce or
eliminate this deficiency, there is no certainty that we will be
able to do so.  Furthermore, we are at risk for product price
movements until we reprice existing derivative contracts and/or
add our desired new derivative contracts," Quest Energy Partners
said.

Under the terms of the Second Lien Loan Agreement, Quest Energy
Partners is required to make quarterly payments of $3.8 million.
The next payment is due August 15, 2009.  The balance remaining
after the August 15, 2009 payment is $29.8 million and is due on
September 30, 2009.

"Due to the likely principal payments required to be made under
our First Lien Credit Agreement in connection with the borrowing
base redetermination, no assurance can be given that we will be
able to repay such amount in accordance with the terms of the
agreement," Quest Energy Partners said.  "Failure to make the
principal payment under the Second Lien Loan Agreement or the
principal payment due under the First Lien Credit Agreement
(absent any waiver granted or amendment to the agreement) would be
a default under the terms of both agreements, resulting in payment
acceleration of both loans."

Quest Resources Corporation or QRCP -- the owner of Quest Energy
GP, LLC, the general partner of Quest Energy Partners -- has
pledged its ownership in Quest Energy Partners' general partner to
secure its term loan credit agreement and is almost exclusively
dependent upon distributions from its interest in Quest Midstream
Partners, L.P., Quest Energy Partners' affiliate, and the
Partnership for revenue and cash flow.

QRCP does not expect to receive any distributions from Quest
Midstream or the Partnership in 2009.  If QRCP were to default
under its credit agreement, the lenders of QRCP's credit facility
could obtain control of our general partner or sell control of our
general partner to a third party.  In the past, QRCP has not
satisfied all of the financial covenants contained in its credit
agreement.

In QRCP's Form 10-K for 2008, as reported by the Troubled Company
Reporter on June 23, 2009,, its independent registered public
accounting firm -- UHY LLP -- expressed doubt about its ability to
continue as a going concern if it is unable to restructure its
debt obligations, issue equity securities or sell assets in the
next few months.  If QRCP is not successful in obtaining
sufficient additional funds, there is a significant risk that QRCP
will be forced to file for bankruptcy protection.

"Based on the foregoing, we have determined that there is
substantial doubt about our ability to continue as a going
concern, absent an amendment of our credit agreements," Quest
Energy Partners said.  "We are currently discussing various
options with our lenders, however, there can be no assurance that
we will be successful in these discussions."

"Given the liquidity challenges we are facing, we have undertaken
a strategic review of our assets and are currently evaluating one
or more transactions to dispose of assets, liquidate derivative
contracts, or enter into new derivative contracts in order to
raise additional funds for operations and/or to repay
indebtedness," Quest Energy Partners said.  "On April 28, 2009,
we, QRCP and Quest Midstream entered into a non-binding letter of
intent which contemplates a transaction in which all three
companies would form a new publicly traded holding company that
would wholly-own all three entities.  The closing of the
Recombination is subject to the satisfaction of a number of
conditions yet to be negotiated among the parties and to be set
forth in a definitive merger agreement."

Quest Energy Partners posted a net loss of $173,932,000 for the
year ended December 31, 2008.  At the end of the year, Quest
Energy Partners had $278,221,000 in total assets and $259,693 in
total liabilities.  A full-text copy of the Partnership's Annual
Report filed June 16, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?3e76

Based in Oklahoma City, Quest Energy Partners was formed by Quest
Resources Corporation in 2007 to conduct, in a master limited
partnership structure, the exploration and production operations
previously conducted by QRCP's wholly-owned subsidiaries, Quest
Cherokee, LLC, and Quest Cherokee Oilfield Service, LLC.  QRCP
owns 100% of Quest Energy Partners' general partner and controls
the election of the board of directors of the general partner.
Since Quest Energy Partners' initial public offering, its general
partner has had the same executive officers as QRCP.

Quest Energy Partners does not have any employees, other than
field level employees, and depends on QRCP for all general and
administrative functions necessary to operate Quest Energy
Partners' business.  QRCP provides services pursuant to the terms
of the management services agreement between Quest Energy Partners
and Quest Energy Service, LLC, a wholly owned subsidiary of QRCP.


RAZ'Z INC.: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Raz'z Inc.
        408 Sam Ridley Parkway
        Smyrna, TN 37167

Bankruptcy Case No.: 09-07204

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $44,200

Total Debts: $2,427,297

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

          http://bankrupt.com/misc/tnmb09-07204.pdf

The petition was signed by Razaak Ademosu, president of the
Company.


RCS-CHANDLER: Elevation Chandler Remains in Jeff Cline's Hands
--------------------------------------------------------------
Luci Scott at The Arizona Republic reports that the June 15 sale
of Elevation Chandler has been deemed invalid, allowing Jeff Cline
to retain control of the property, at least until September 17,
the new sale date.

Kimberly Coonradt, a trustee sale officer for the company handling
the sale, said that "defects in the process" invalidated the sale,
The Arizona Republic states.

"Apparently the sale was deemed invalid for some reason.  We're
still trying to put together the facts ourselves," The Arizona
Republic quoted Stephen Brower -- the attorney for DMJM, which
RCS-Chandler owes almost a million dollars -- as saying.

According to The Arizona Republic, Joe Cotterman -- the attorney
for Point Center Financial, the mortgage holder -- said, "There
are particular legal requirements for how a sale is conducted, and
there was a defect with meeting one of those requirements."

The Arizona Republic reports that there were no buyers at the
public auction on June 15, though Mr. Cline said in May that a
number of buyers were interested.

Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by Jeff
Cline, constructs and develops hotels.  The Company filed for
Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case
No. 08-04021).  The Debtor filed for bankruptcy one business day
before the property was to be sold at public auction.

Michael R. Walker, Esq., at Schian Walker P.L.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection against its creditors, it listed assets and debts
between $50 million and $100 million.  The Deal reported that the
Debtor had $40 million in assets and $61.6 million in debts.

Construction at Elevation Chandler stopped in April 2006, leaving
a partially built shell on prime real estate south of the mall at
the Santan Freeway and Loop 101, Arizona Republic says.

Prior to the bankruptcy filing, owner Jeffrey Cline had been
marketing RCS-Chandler, The Deal quotes McClatchy-Tribune Regional
News as reporting.

Efforts to sell the property in the past did not succeed, relates
Arizona Republic, citing Chandler officials, in part because
Mr. Cline still wanted to be involved with the property.


ROBERT CURRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Robert C. Curry
               Paige P. Curry
               9275 N. Lawrence Lane
               Prescott, AZ 86315

Bankruptcy Case No.: 09-14713

Chapter 11 Petition Date: June 29, 2009

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

Judge: Chief Judge Redfield T. Baum PCT Sr.

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

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

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

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.


ROYAL CARIBBEAN: Moody's Puts Ba3 Rating on $250MM Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Royal Caribbean
Cruises, Ltd.'s proposed $250 million senior unsecured note
offering and downgraded the company's existing senior unsecured
notes to Ba3 from Ba2.  RCL's Ba2 Corporate Family Rating and Ba2
Probability of Default Rating were affirmed.  The note proceeds
will be used for general corporate purposes, including repayment
of amounts outstanding under the company's $1.2 billion revolving
credit facility.

The downgrade of RCL's senior unsecured rating anticipates an
increased amount of debt financing at the subsidiaries.  At March
31, 2009 debt at subsidiaries was approximately $528 million.
This amount is expected to rise because the financing of new ships
to be delivered will be at subsidiary levels.  Pursuant to Moody's
Loss Given Default methodology, this structural subordination
results in a downgrade of the company's senior unsecured ratings.

The affirmation of RCL's Ba2 Corporate Family Rating considers the
company's position as the second largest global cruise operator,
its improving cost efficiency, and its well diversified position
with respect to brands and market segments.  It also anticipates
that RCL's new ships -- in particular its 5,400 berth Oasis class
vessels -- will earn a rate of return that will be sufficient to
support its large investment.  Key concerns include RCL's high
leverage -- the result of significant capital spending for new
ships and lower cruise prices -- and the likelihood that consumer
spending remains depressed making it less likely pricing will
rebound in the foreseeable future.

The negative rating outlook reflects the weakened earnings
environment, large financing needs over the next few years, and
risk that industry supply growth could delay upward cruise price
momentum when economic conditions improve.

Ratings assigned:

  -- $250 million senior unsecured notes at Ba3 (LGD 4, 65%)
  -- Senior unsecured debt shelf at (P) Ba3 (LGD 4, 65%)
  -- Preferred stock shelf registration at (P) B1 (LGD 6, 97%)

Ratings downgraded:

  -- Senior unsecured notes and debentures to Ba3 (LGD 4, 65%)
     from Ba2 (LGD 4, 51%)

  -- Euro 1.0B senior unsecured global notes to Ba3 (LGD 4, 65%)
     from Ba2 (LGD 4, 51%)

  -- Senior unsecured shelf registration to (P) Ba3 (LGD 4, 65%)
     from (P) Ba2 (LGD 4, 51%)

Ratings affirmed:

  -- Corporate Family Rating at Ba2
  -- Probability of Default Rating at Ba2
  -- Speculative Grade Liquidity rating at SGL-3
  -- Preferred stock shelf registration at (P) B1 (LGD 6, 97%)

Moody's last action on Royal Caribbean Cruises, Ltd., occurred on
April 28, 2009, when Moody's upgraded RCL's Speculative Grade
Liquidity rating to SGL-3 from SGL-4 and affirmed all other
ratings and the negative rating outlook.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates five cruise brands -- the largest being Royal
Caribbean International and Celebrity Cruises.  The company
generates annual revenues of about $6.5 billion.


ROYAL CARIBBEAN: S&P Assigns 'BB-' Rating on $250 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Miami, Florida-based
Royal Caribbean Cruises Ltd.'s proposed $250 million senior
unsecured notes due 2015 its issue-level rating of 'BB-' (at the
same level as the 'BB-' corporate credit rating on the company).
S&P also assigned the proposed notes a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for noteholders in the event of a payment default.  Proceeds from
the debt issuance will be used for general corporate purposes,
including repayment of amounts outstanding under the company's
revolving credit facility.

In addition, S&P affirmed all of its outstanding ratings on the
company, including the 'BB-' corporate credit rating.  The rating
outlook is negative.

"The 'BB-' rating on RCL reflects an aggressive financial risk
profile, the capital-intensive nature of the cruise industry, and
the sensitivity of the travel and leisure sector to economic
cycles," said Standard & Poor's credit analyst Ben Bubeck.  "RCL's
solid brands, a relatively young and high-quality fleet of ships,
high barriers to entry in the cruise industry, and an experienced
management team somewhat offset these factors."

S&P's rating incorporates S&P's expectations that net revenue
yields will decline in the mid-teens percentage area in 2009.  S&P
estimate this will result in EBITDA declines in the mid- to high-
teens percentage range, despite scheduled capacity increases in
fiscal 2009 of nearly 6%.  S&P is also rating to the assumption of
flat net revenue yields in 2010, which would likely drive EBITDA
growth roughly in line with scheduled capacity increases of
approximately 11% next year.  These expectations exclude the one-
time impact from the recent H1N1 virus outbreak.  In this
scenario, S&P project that funded debt balances would rise by more
than $1.5 billion in 2009 and that leverage (adjusted for
operating leases and port commitment fees) would increase to the
mid-7x area.  In addition, given S&P's expectations for EBITDA
growth in 2010 roughly in line with capacity increases and
incremental funded debt needs in excess of $1 billion, S&P project
that leverage will remain above 7x through 2010 -- a level S&P
considers to be weak for the 'BB-' rating.

RCL owns two well-known cruise brands, Royal Caribbean
International and Celebrity Cruises.  In addition, RCL owns
Pullmantur Cruises (a Spanish cruise operator), Azamara Cruises (a
brand serving the deluxe cruise segment), and CDF Croisieres de
France.  As of May 31, 2009, RCL operated 37 ships, making it the
second-largest cruise company in the world, and has six new ships
on order for delivery between 2009 and 2012.  (The largest cruise
company is Carnival Corp., which, as of March 31, 2009, operated
89 ships under 11 brands, and has 16 new ships on order for
delivery from 2009 to 2012.)  Combined, RCL and Carnival own more
than 75% of the lower berths in the North American cruise market,
the world's largest cruise market.


SEQUA CORP: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York, New York-based Sequa Corp. to
'B-' from 'B'.  S&P also lowered its issue-level rating on the
company's senior debt to 'B-' (the same as the corporate credit
rating) from 'BB-'.  In addition, Standard & Poor's revised the
recovery rating on this debt to '3' from '1', indicating S&P's
expectations of meaningful (50%-70%) recovery in the event of a
payment default.  At the same time, S&P lowered its issue-level
rating on Sequa's senior unsecured debt to 'CCC' (two notches
below the corporate credit rating) from 'B-'.  S&P also revised
the recovery rating on this debt to '6' from '5', indicating S&P's
expectations of negligible (0%-10%) recovery the event of a
payment default.  S&P also revised the outlook to negative from
stable.

"The downgrade of the corporate credit rating reflects lower-than-
expected sales, earnings, and cash flow generation, stemming from
the recession and the downturn in all of Sequa's business
segments, resulting in further deterioration in already very weak
credit protection measures," said Standard & Poor's credit analyst
Roman Szuper.

The corporate credit rating on Sequa reflects a highly leveraged
financial profile, poor credit protection measures, low
profitability, and risks associated with cyclical and competitive
markets, all now in a sharp slump.  Those factors far outweigh
Sequa's major positions in niche markets.

"We could lower the ratings if conditions in Sequa's markets
deteriorate beyond S&P's expectations, resulting in reduced
liquidity, including more limited availability under the revolver
and a smaller covenant cushion," he continued.  An outlook
revision to stable is unlikely in the near term, in view of the
difficult economic environment and poor credit metrics.


SIX FLAGS: U.S. Trustee to Hold Sec. 341 Meeting on July 31
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold a meeting of creditors in the Chapter 11 cases of
Premier International Holdings, Inc., Six Flags, Inc., and their
24 debtor affiliates on July 31, 2009, at 10:00 a.m. ET at Room
2112, at the United States District Court, at 844 King Street, in
Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Has Permission to Use Cash Collateral Until July 13
--------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware issued a bridge order authorizing Six Flags
Inc. and its affiliates to use the cash collateral securing their
prepetition indebtedness during the initial period from the
Petition Date until July 13, 2009, when the Court will convene a
hearing to consider final approval of the Debtors' request.

The Cash Collateral will be used to fund the Debtors' daily
operations and will be used in accordance with a 13-week budget,
a full-text copy of which is available for free at:

  http://bankrupt.com/misc/SixF_CashColl_13_wk_budget.pdf

As adequate protection pending the expiration of the Initial
Period, the Court ruled that (i) the Prepetition Administrative
Agent and the Lenders are granted perfected replacement security
interests in, and liens on all of the Debtors' rights in the
Debtors' property and (ii) during the initial period, the
Adequate Protection Obligations will constitute expenses of
administration under Section 503(b)(1) and 507(b) of the
Bankruptcy Code without priority in payment over all
administrative expenses now existing.

Further, the Court directed the Debtors to immediately pay as
adequate protection an amount equal to all unpaid interests on
the prepetition obligations, letter of credit fees and all other
unpaid fees and disbursements owing to the Administrative Agent
at the non-default contract rates.

The Debtors said that their cash is among assets that secure their
$1.12 billion of prepetition secured debts.  Six Flags said in its
request to use cash collateral said that the prepetition lenders'
consent to the use of the Cash Collateral will terminate on the
earliest to occur of (x) consummation of a plan of reorganization,
(y) July 15, 2009, if a final order has not been entered by the
Court by that date, or (z) five business days after written notice
of the occurrence and continuance of any of these Events of
Default:

  (a) failure to make a payment to the Administrative Agent as
      and when required by the Interim Order;

  (b) failure to provide financial reports, including a proposed
      budget, when due;

  (c) Debtor Six Flags Theme Parks, Inc., transfers funds to
      Debtor Six Flags Operations, Inc., and SFI in excess of an
      amount necessary for SFI or SFO to pay ordinary course
      expenses of SFI and its subsidiaries;

  (d) commencing the week ending July 21, 2009, the cash balance
      for that week is at least:

       Test Date                           Minimum Cash Balance
       ---------                           --------------------
       June 2009                                $80 million
       July 2009                               $100 million
       August 2009                             $150 million
       September 2009                          $150 million
       October and each month thereafter        $40 million

  (e) a Termination Event under the Plan Support Agreement
      occurs and has not been waived or cured;

  (f) any of the Debtors' cases is dismissed or converted to  a
      case under Chapter 7 of the Bankruptcy Code, or a Chapter
      11 trustee or examiner is appointed;

  (g) the Court lifts the automatic stay allowing holders of
      security interests to foreclose on any material assets of
      the Debtors; and

  (h) the Debtors create or allow to exist any postpetition
      liens or security interests other than the liens granted
      on a cash collateral account.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Seeks to Employ Paul Hastings as Counsel
---------------------------------------------------
Pursuant to Sections 327(a) and 329(a) of the Bankruptcy Code,
Six Flags Inc. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ the law firm
Paul, Hastings, Janofsky & Walker LLP, as counsel nunc pro tunc
to the Petition Date.

Jeffrey R. Speed, Six Flags, Inc.'s executive vice president and
chief operating officer, relates that Paul Hastings is familiar
with the Debtors.  In connection with various prepetition
matters, Paul Hastings' professional have worked closely with the
Debtors' management and other professional and, as a result, have
become well acquainted with the Debtors' history, operations,
capital structure and related matters, Mr. Speed says.
Accordingly, the firm has developed substantial knowledge
regarding the Debtors that will result in effective and efficient
services in the Debtors' bankruptcy cases.

As counsel, Paul Hastings will:

  (a) advise the Debtors of their rights, powers and duties as
      Debtors and debtors-in-possession while operating and
      managing their businesses and properties under Chapter 11
      of the Bankruptcy Code;

  (b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents and
      reviewing all financial and other reports to be filed in
      the Bankruptcy Cases;

  (c) advise the Debtors concerning, and preparing responses
      to applications, motions, other pleadings, notices and
      other papers that may be filed by other parties in these
      Bankruptcy Cases;

  (d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements and
      related transactions;

  (e) review the nature and validity of any liens asserted
      against the Debtors' property and advising the Debtors
      concerning the enforceability of liens;

  (f) advise the Debtors regarding their ability to
      initiate actions to collect and recover property for the
      benefit of their estates;

  (g) advise and assist the Debtors in connection with any
      potential property dispositions;

  (h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections,
      as well as lease restructurings and re-characterizations;

  (i) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plans of reorganization
      and related transactional documents;

  (j) assist the Debtors in connection in reviewing,
      estimating, and resolve claims asserted against the
      Debtors' estates;

  (k) commence and conduct litigation necessary and
      appropriate to assert rights held by the Debtors, protect
      assets of the Debtors' chapter 11 estates, or otherwise
      further the goal of completing the Debtors;' successful
      reorganization; and

  (l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

The Debtors will pay Paul Hastings on their hourly rates and
reimburse the firm of its actual and necessary out-of-pocket
expenses in connection of the representation of the Debtors in
these cases.  Paul Hastings' professionals and paraprofessionals
expected to be most active in these cases include:

  Professional                    Position       Hourly rate
  ------------                    --------       -----------
  Paul E. Harner, Esq.            Partner               $950
  Steven T. Catlett, Esq.         Partner                775
  Christian M. Auty, Esq.         Associate              515
  Mary T. Weber, Esq.             Associate              475
  Emily N. Dillingham, Esq.       Associate              425
  Michael T. Stefanelli, Esq.     Associate              425
  Ravi P. Pillay, Esq.            Associate              375
  Ruth P. Rosen                   Paralegal              320

Paul E. Harner, Esq., a member of Paul, Hastings, Janofsky &
Walker LLP, in Chicago, Illinois, assures the Court that his firm
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The Court will convene a hearing to consider the employment
application on July 13, 2009 at 2:30 p.m.  Objections are due
July 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Seeks to Employ Ricahrds Layton as Co-Counsel
--------------------------------------------------------
Six Flags Inc. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Richards,
Layton & Finger, P.A., as local bankruptcy co-counsel effective
nunc pro tunc to the Petition Date.

The Debtors, pursuant to Rule 9010-1(c) of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware, are required to employ a
local Delaware counsel.

As co-counsel, RL&F will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors-in-possession;

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

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

  (d) perform all other necessary legal services in
      connection with the Bankruptcy Cases.

The Debtors will pay RL&F on hourly basis.  Between May 6, 2009,
and the Petition Date, the Debtors paid RL&F $246,843 as initial
retainer and to cover fees and expenses actually incurred prior
to the Petition Date.  The Debtors propose that any Retainer
monies paid to RL&F and not expended for prepetition services and
disbursements be treated as an evergreen retainer to be held by
RL&F as security throughout the Bankruptcy Cases until RL&F's
fees and expenses are awarded by final order and are then payable
to RL&F.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current hourly rates are:

  Professional                        Hourly Rate
  ------------                        -----------
  Daniel J. DeFranceshi                      $550
  L. Katherine Good                           275
  Zachary I. Shapiro                          245
  Barbara Witters                             185

The Debtors will also reimburse RL&F for its expenses incurred in
connection with the Debtors' cases, including secretarial,
travel, "working meals" and other expenses.

Daniel J. DeFranceshi, Esq., a director of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, assures the Court that his
firm neither holds nor represents any interest adverse to the
Debtors or their estates in matters on which RL&F is to be
employed.  Further, he assures the Court that RL&F is a
"disinterested person" s that term is defined in Section 101(14)
as modified by Section 1107(b) of the Bankruptcy Code.

The Court will convene a hearing to consider the employment
application on July 13, 2009.  Objections are due July 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Seeks to Employ Houlihan Lokey as Investment Banker
--------------------------------------------------------------
Six Flags Inc. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Houlihan Lokey
Howard & Zukin Capital, Inc., as their investment banker and
financial advisor nunc pro tunc to the Petition Date.

The Debtors selected Houlihan Lokey as their investment banker
and financial advisor based on, among other things, (a) the
Debtors' need to retain an investment banking and financial
advisory firm to provide advice with respect to the
restructuring, and (b) the firm's extensive experience and
excellent reputation in providing investment banking and
financial advisory services in complex Chapter 11 cases.

As financial advisor and investment banker, Houlihan Lokey will:

  (a) assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials in an effort to enable the consummation of any
      Transactions;

  (b) evaluate indications of interest and proposals regarding
      any Transactions from current or potential lenders, equity
      investors, acquirers or strategic partners;

  (c) assist the Debtors with the development, structuring
      and implementation of any Transaction, including
      participating as a representative of the Debtors in
      meetings with creditors and other parties involved in any
      transactions;

  (d) assist the Debtors in valuing the Debtors' assets and
      operations;

  (e) provide expert advice and testimony regarding financial
      matters related to any Transactions;

  (f) advise and attend meetings of the Debtors' Board of
      Directors, creditor groups, official constituencies and
      other interested parties; and

  (g) provide other financial advisory and investment banking
      services as maybe agreed upon by Houlihan Lokey and the
      Debtors.

The Debtors will pay Houlihan Lokey on these terms:

  (a) a Monthly Fee of $200,000, wherein 50% of each Monthly Fee
      earned and received by Houlihan Lokey following the sixth
      month will be credited against the Restructuring
      Transaction Fee;

  (b) reimbursement of all reasonable out-of-pocket expenses,
      including (i) reasonable fees of Houlihan Lokey's counsel,
      and (ii) reasonable disbursements of Houlihan Lokey's
      documented travel expenses, duplicating charges, computer
      charges, messenger services and long-distance telephone
      calls;

  (c) upon the date of confirmation of a plan of reorganization,
      a Restructuring Fee equal to $7,500,000.

The Debtors propose that all compensation due to Houlihan Lokey
and all expenses the firm incurs will not be subjected to the
standard review.  Furthermore, the Debtors ask the Court to
modify the requirements of Rule 2016-2(d) of the Local Delaware
Bankruptcy Rules due to the nature of Houlihan Lokey's engagement
and its compensation structure.  Houlihan Lokey submits that
payment of its fees, including the Monthly Fees and the
Transaction Fee, if any, on a fixed-rate basis, is customary in
the investment banking and financial advisory services industry,
thus, submission of detailed time entries pursuant to Local Rule
2016-(2)(d) is unnecessary.

Pursuant to a Letter Agreement memorializing Houlihan Lokey's
engagement, the Debtors agree to indemnify and hold harmless the
firm and its representatives and advisors from any claims or
liabilities arising out of its role as the financial advisor and
investment banker to the Debtors.

As of the Petition Date, the Debtors have paid Houlihan Lokey
$1,538,743 for prepetition fees and reimbursable expenses.  On or
before July 3, 2009, Houlihan Lokey will provide an accounting of
the total payments it received from the Debtors prepetition.

A full-text copy of the Letter Agreement between the Debtors and
Houlihan Lokey is available for free at:

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

David R. Hilty, managing director of Houlihan Lokey Howard &
Zukin Capital, Inc., assures the Court that his firm does not
hold or represent any interest materially adverse to the Debtors
in the matters for which the firm is retained.  Further, he
states that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and is
otherwise qualified to represent the Debtors as their financial
advisors under Sections 327(a) and 329(a).

The Court will convene a hearing to consider the employment
application on July 13, 2009.  Objections are due July 6.

                       About Six Flags Inc.

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE CONTAINER: CCAA Stay Order Extended to Sept. 30
-------------------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates sought and obtained
an order from the Honorable Justice J. Pepall at the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada, further extending the stay of proceedings through
September 30, 2009.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada,
relates that since the granting of the initial order extending
the stay, they have worked diligently to stabilize their
operations and with the assistance of the DIP Credit Agreement,
they have been able to reassure customers and suppliers, and
maintain operations.

Mr. Dunphy tells the Superior Court that the CCAA Entities have
acted and continue to act in good faith and with due diligence.
He explains that an extension of the stay of proceedings to Sept.
30 is necessary in order to continue to ensure stability to the
CCAA Entities' business while they work diligently on preparing a
restructuring plan that will maximize long-term value for the
benefit of all stakeholders.



                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Canada Unit Dealing with Lien Claimants
----------------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its fourth monitor
report to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that there have been no significant
changes in the workforce of the CCAA Entities, and SSC Canada has
secured the necessary financing, through the DIP Facility, to
continue operations while it attempts to restructure.

SSC Canada is in the process of dealing with a number of
potential lien claimants that primarily relate to the expansion
of Smurfit-MBI's plant in Guelph, Ontario.  The Monitor says that
work is presently being performed on the Guelph property.

A full-text copy of the Monitor's Report is available for free
at:  http://bankrupt.com/misc/SmurfCCAAMon4.pdf

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Deadline for Proofs of Claim on Aug. 28
----------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates obtained an order
from the U.S. Bankruptcy Court for the District of Delaware
establishing August 28, 2009, as the final date for filing proofs
of claim on account of prepetition claims.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, says that establishing the Bar Date will enable the
Debtors to obtain complete and accurate information regarding the
nature, validity and scope of all Prepetition Claims, thus
allowing the Debtors to concentrate their efforts on securing the
timely confirmation and approval of a plan of reorganization and
disclosure statement in the Chapter 11 cases.

Each person or entity asserting a prepetition claim will be
required to file a separate proof of claim.

Proofs of claim filed against Cross-Border Debtors will be
accepted and considered timely if received by Deloitte & Touche
LLP, the monitor, prior to the expiry of a Canadian claims bar
date.  Mr. Conlan notes that the Cross-Border Debtors have also
sought to establish August 28, 2009 as the claims bar date in the
Canadian proceeding.

For holders of claims under Section 503(b)(9) of the Bankruptcy
Code, each must submit proofs on or before the Bar Date.  The
Debtors also propose that any person or entity that asserts a
prepetition claim arising from the Debtors' rejection of an
executory contract or unexpired lease where the order authorizing
the rejection is entered on or before July 29, 2009, must file a
proof of claim on or before the Bar Date.

However, any person or entity that asserts a Rejection Damages
Claim where the order authorizing the rejection is entered after
July 29, 2009, must file a proof of claim on or before a date the
Court may fix in the order authorizing the rejection.

These persons or entities are not required to file Proofs of
Claim:

  a. any person or entity that has already properly filed a
     proof of claim against (i) the applicable Debtors with
     either Epiq Bankruptcy Solutions LLC or the Court or (ii)
     the applicable Cross-Border Debtors with the Monitor;

  b. any person or entity (i) whose claim is listed in the
     Debtors' Schedules of Assets and Liabilities and (ii) whose
     claim is not described as "disputed," "contingent,"
     or "unliquidated," and (iii) who does not dispute the
     amount or characterization of its claim as set in the
     Schedules;

  c. professionals retained by the Debtors or the Committee who
     assert administrative claims for fees and expenses subject
     to the Court's approval;

  d. any person or entity that asserts an administrative expense
     claim pursuant to Section 503(b) of the Bankruptcy Code,
     provided that any person or entity asserting a Section
     503(b)(9) Claim against the Debtors must submit a proof of
     claim on or before the Bar Date;

  e. current officers and directors of the Debtors who assert
     claims for indemnification or contribution;

  f. any entity whose claim is limited exclusively to a claim
     for repayment by the applicable Debtors of principal,
     interest, and other applicable fees and charges on or under
     that certain credit agreement, dated as of November 1,
     2004;

  g. Union Bank of California, N.A. for its claim limited
     exclusively to a claim for repayment by Debtors Calpine
     Corrugated, LLC and Smurfit-Stone Container Enterprises,
     Inc. of principal, interest, and other applicable fees and
     charges on or under that loan and security agreement, dated
     as of March 30, 2006;

  h. CIT Group/Equipment Financing, Inc. for its claim limited
     exclusively to a claim for repayment by Debtors Calpine and
     SSCE of principal, interest, and other applicable fees and
     charges on or under that certain amended and restated
     credit agreement, dated as of July 28, 2008;

  i. any entity whose claim is limited exclusively to a claim
     for repayment by the applicable Debtors of principal,
     interest, and other applicable fees and charges on or under
     a (a) certain 8.375% unsecured notes aggregating $400
     million, due on July 1, 2012, issued by SSCE (b) certain
     8.25% unsecured notes aggregating $700 million, due on
     October 1, 2012, issued by SSCE, (c) certain 7.5% unsecured
     notes aggregating $300 million, due on June 1, 2013, issued
     by SSCE, (d) certain 8.00% unsecured notes aggregating
     $675 million, due on March 15, 2017, issued by SSCE, and (e)
     certain 7.375% unsecured notes aggregating $200 million,
     due on July 15, 2014, issued by Stone Container Finance
     Company of Canada II and guaranteed by SSCE, provided that
     (i) the indenture trustee under each series of Notes will
     be required to file Proofs of Claim on account of Note
     Claims on or under the Notes or Notes Indentures on or
     before the Bar Date, and (ii) any holder of a Note Claim
     that wishes to assert a claim against a Debtor other than a
     Note Claim, will be required to file a Proof of Claim on
     account of such claim on or before the Bar Date;

  j. any entity whose claim is limited exclusively to a claim
     for repayment by the applicable Debtors of principal,
     interest, and other applicable fees and charges on or under
     (a) certain Series 1986 revenue bonds issued by the
     Industrial Development Board of the City of Stevenson
     aggregating $7,165,000, due on November 1, 2016, (b)
     certain Series 1996 revenue bonds issued by the Stevenson
     IDB aggregating $25,000,000, due on January 1, 2031, (c)
     certain Series 1997 revenue bonds issued by the Stevenson
     IDB aggregating $25,000,000, due on June 1, 2032, (d)
     certain Series 1998B revenue bonds issued by the Stevenson
     IDB aggregating $25,000,000, due on April 1, 2033, (e)
     certain Series 1998C revenue bonds issued by the Stevenson
     IDB aggregating $8,000,000, due on November 1,2033, (f)
     certain Series 1999D revenue bonds issued by the Stevenson
     IDB aggregating $4,950,000, due on November 1, 2011, (g)
     certain Series 1999A revenue bonds issued by the Stevenson
     IDB aggregating $15,000,000, due on February 1, 2034, (h)
     certain Series 2000A revenue bonds issued by the Stevenson
     IDB aggregating $10,000,000, due on October 1, 2035, (i)
     certain Series 2003 revenue bonds issued by the Village of
     Hodge, Louisiana aggregating $58,085,000, due on March 1,
     2024, (j) certain Series 2005 revenue bonds issued by the
     City of Coshocton, Ohio aggregating $35,000,000, due on
     August 1, 2013, (k) certain Series 1997 revenue bonds
     issued by the Stevenson IDB aggregating $25,000,000, due on
     June 1, 2032, (1) certain Series 2005 revenue bonds issued
     by the Industrial Development Authority of the City of
     Hopewell, Virginia aggregating $41,340,000, due on June 1,
     2015, (m) certain Series 1996 revenue bonds issued by the
     Industrial Development Authority of the County of Navajo,
     Arizona aggregating $20,000,000, due on April 1, 2026, and
     (n) certain Series 1997 revenue bonds issued by the Navajo
     IDA aggregating $14,650,000, due on June 1, 2027;

  k. any Debtor asserting a claim against another Debtor;

  1. any wholly-owned non-debtor subsidiary of a Debtor
     asserting a claim against a Debtor; and

  m. any person or entity whose claim against the Debtors has
     been allowed by an order of the Court or the Canadian
     Court, entered on or before the Bar Date.

Any entity holding any interest in any Debtor, which is based
solely upon the ownership of common or preferred stock in a
corporation, a membership interest in a limited liability
company, warrants or rights to purchase, sell or subscribe to a
security or interest need not file a proof of interest on or
before the Bar Date.

Any person or entity that is required to file a timely Proof of
Claim who fails to do so on or before the Bar Date:

  (i) will be forever barred, estopped, and enjoined from
      asserting the claim against the Debtors;

(ii) will not, with respect to the claim, be treated as a
      creditor of the Debtors for the purpose of voting upon any
      plan of reorganization; and

(iii) will not receive or be entitled to receive any payment or
      distribution of property from the Debtors or their
      successors or assigns with respect to the claim.

The Debtors will provide notice of the Bar Date, by mailing a
copy of the Bar Date Notice, together with a Proof of Claim form
by first-class U.S. mail to all known persons and entities
holding potential claims.

Mr. Conlan explains that the Debtors asked for August 28, 2009,
as the Bar Date to ensure that Potential Claimants receive no
less than 60 days' notice to file Proofs of Claim, which
substantially exceeds the minimum 20 day notice period provided
by Rule 2002(a)(7) of the Federal Rules of Bankruptcy Procedure.

The Debtors intend to provide notice of the Bar Date to unknown
creditors by causing a copy of the notice to be published at
least 20 days prior to the Bar Date in the national editions of
The Wall Street Journal and USA Today.

In addition, the Debtors plan to send potential claimants an
instruction letter notice to potential creditors of Both U.S.
Debtors and Canadian Debtors.  The Joint Instruction Notice will
notify (i) of the pendency of the Canadian Proceedings, (ii) that
the Canadian Bar Date has been established for the filing and
receipt of claims against the Cross-Border Debtors, (iii) that
proofs of claim asserted against the Cross-Border Debtors should
be filed with the Monitor in accordance with the procedures
established in the Canadian Order, (iv) the Monitor's address and
Web site; and (iv) that any Proofs of Claim filed with the
Monitor will be transferred to Epiq for compilation and inclusion
on the claims registry.

The Debtors will distribute an additional explanatory notice of
the Bar Date to their current employees advising them that the
Debtors have filed bankruptcy under Chapter 11 and believe they
have paid all prepetition employee wages, salaries and
commissions, and have honored or intend to honor all accrued
vacation, severance and sick leave accrued prepetition.

The Employee Notice to current employees will further advise that
the Debtors intend to honor all duly earned and owing vacation,
severance, sick leave, and reimbursement obligations in
connection with health, dental, vision, or other insurance or
expense reimbursement programs, and that there is no need for the
employees to file a Proof of Claim unless they wish to assert a
claim against the Debtors that is not based upon the specific
list of claims, including, without limitation, claims on account
of litigation claims, unapproved disability or leave claims,
personal injury or property dan1age claims, workers' compensation
claims, and a claim under a supplemental executive retirement
plan.  The Employee Notice instructs employees seeking to assert
a claim that they must file a Proof of Claim so as to be actually
received on or before the Bar Date.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Names Warren H. Smith as Fee Auditor
-------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates, at the direction
of the U.S. Bankruptcy Court for the District of Delaware,
conferred with the Official Committee of Unsecured Creditors and
the Office of the United States Trustee for Region 3 regarding the
selection of a fee auditor.  As a result of their conference, the
Parties selected Warren H. Smith & Associates P.C. as the Fee
Auditor, effective as of May 19, 2009, which gained the bankruptcy
judge's approval.

The Fee Auditor will audit all fees incurred by professionals
employed by the Debtors and the Committee except professionals
employed by the Debtors in the ordinary course of their business.

To the extent reasonably practicable, the Fee Auditor will avoid
duplicative review when reviewing final fee applications
comprised of quarterly interim fee application requests that have
already been reviewed.

During the course of its review, the Fee Auditor may review any
filed documents and will be responsible for general familiarity
with the docket in the Chapter 11 cases.  The Fee Auditor will be
deemed to have filed a request for notice of papers filed in the
bankruptcy cases under Rule 2002 of the Federal Rules of
Bankruptcy Procedure.

If the Fee Auditor has any questions, issues or disputes
regarding a quarterly interim fee application request, the Fee
Auditor will communicate the questions, issues or disputes in
writing to the fee applicant within 30 days after the latter of
(i) the due date of a quarterly Interim Fee Application Request
or (ii) service upon the Fee Auditor of a quarterly Interim Fee
Application Request.

Any Applicant who has received an Initial Report may respond to
the Fee Auditor's questions, issues or disputes raised in the
Initial Report within 10 days after the date of the Initial
Report, serving upon the Fee Auditor via electronic mail a
response.

The Fee Auditor will file with the Court a final report with
respect to each quarterly Interim Fee Application Request within
the latter of 30 days after the date of the Initial Report or 20
days after the receipt of a response to the Initial Report.

Within 15 days after the date of the Final Report, the subject
Applicant may file with the Court a response which will be served
upon the Notice Parties.  Hearings on all quarterly Interim Fee
Application Requests for a particular quarterly interim period
will be scheduled by the Court in consultation with the Debtors'
counsel after the Fee Auditor has filed Final Reports for all
quarterly Interim Fee Application Requests for the period.

Should an Applicant fail to meet one or more deadlines for the
review of a quarterly Interim Fee Application Request, and, in
the sole discretion of the Fee Auditor, the Applicant's failure
to meet these deadlines does not allow sufficient time for the
review process to be completed, the quarterly Interim Fee
Application Request will be heard at a subsequent hearing date.

The Fee Auditor will be available for deposition and cross-
examination by the Debtors, the Committee, the United States
Trustee and other interested parties.

The fees and expenses of the Fee Auditor will be subject to
application and review and will be paid from the Debtors' estates
as an administrative expense under Section 503(b)(2) of the
Bankruptcy Code.  The total fees paid to the Fee Auditor for its
services will be charged at the ordinary hourly rate of the Fee
Auditor.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE CONTAINER: Proposes Aug. 28 Canadian Claims Bar Date
------------------------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates seeks an order from
the Honorable Justice J. Pepall at the Superior Court of Justice
(Commercial List) for the Province of Ontario, in Canada, setting
August 28, 2009, as the deadline for entities to file proofs of
claim against the Canadian Debtors.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada,
contends that the establishment of the Canadian Bar Date is
necessary in order to facilitate and accelerate the
identification and valuation of any claims against the Canadian
Debtors and to remain consistent with the claims procedure
approved by the United States Bankruptcy Court for the District
of Delaware.

After the Superior Court sets the Canadian Bar Date, Deloitte &
Touche, Inc., the monitor in the proceedings under the Companies'
Creditors Arrangement Act commenced by the Canadian Debtors will
publish a notice to creditors in the Montreal Gazette and the
Globe and Mail (National Edition).

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLOMON'S MANOR: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Solomon's Manor, LLC
        4000 N Scottsdale Rd, Suite 107
        Scottsdale, AZ 85251

Bankruptcy Case No.: 09-14698

Chapter 11 Petition Date: June 29, 2009

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

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Lerch & Deprima Plc
                  4000 N Scottsdale Rd Ste 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  Email: slerch@ldlawaz.com

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

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

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

          http://bankrupt.com/misc/azb09-14698.pdf

The petition was signed by Anthony E. Deprima, manager of the
Company.


SOLUTIA INC: Completes 20,564,891 Shares Offering at $5 Apiece
--------------------------------------------------------------
Solutia Inc. said on June 24, 2009, that the underwriters of its
public offering of 20,564,891 shares of its common stock exercised
in full the over-allotment option granted to them by the Company.
As a result, the company issued an additional 4,173,750 shares of
its common stock at the public offering price of $5 per share.
The offering, including the exercise of the over-allotment option,
closed on June 24.  Including the exercise of the over-allotment
option, the net proceeds Solutia received from the offering, after
deducting underwriting discounts and commissions, was
approximately $118,700,000.  Solutia is using the net proceeds to
fully repay its $74,000,000 German term loan and for general
corporate purposes.

Jefferies & Company, Inc., acted as sole book-running manager for
the transaction.  A shelf registration on Form S-3 relating to
these securities was filed with the Securities and Exchange
Commission and became effective on July 25, 2008.  Copies of the
prospectus supplement relating to these securities may be
obtained, when available, from Jefferies & Company, Inc., 520
Madison Avenue, New York, NY 10022 or by calling 1-888-449-2342.

Solutia launched the public offering of 20,564,891 shares of its
common stock at a price of $5 per share for gross proceeds of
approximately $103,000,000 on June 18.  Solutia is using the net
proceeds to fully repay its $74,000,000 German term loan and for
general corporate purposes.

As part of the June 18 offering, Harbinger Capital Partners
Master Fund I, Ltd., and Harbinger Capital Partners Special
Situation Fund, L.P., have, collectively, sold 7,260,109 million
shares of their Solutia common stock at a price of $5 per share.
Solutia will not receive any proceeds from the sale of shares by
Harbinger.

Solutia filed a supplement to the prospectus dated July 25, 2008.
The prospectus supplement dated June 18, 2009, is available at no
charge at http://ResearchArchives.com/t/s?3e6e

Forbes.com noted that Solutia stock prices fell after the company
initially announced on June 17 that it would offer nearly
19,000,000 shares.  However, prices rose again after Laurence
Alexander, an analyst of Jefferies & Co., the company that
managed the underwriting of Solutia's 20,500,000-share offering,
raised his adjusted earnings forecast, Forbes reported.

Mr. Alexander said that "there is potential for the St. Louis-
based company to grow with the recovery of both the auto and
residential construction markets," according to Forbes.

According to Solutia's Web site, these are the stock prices for
the period June 1 to 29, 2009:

           Date              Closing Price
           ----              -------------
         06/01/09                $5.43
         06/02/09                 6.15
         06/03/09                 6.17
         06/04/09                 6.05
         06/05/09                 6.36
         06/08/09                 6.08
         06/09/09                 6.21
         06/10/09                 6.44
         06/11/09                 6.49
         06/12/09                 6.00
         06/15/09                 5.90
         06/16/09                 5.67
         06/17/09                 5.57
         06/18/09                 5.11
         06/19/09                 5.78
         06/22/09                 5.54
         06/23/09                 5.81
         06/24/09                 5.68
         06/25/09                 5.71
         06/26/09                 6.08
         06/29/09                 5.92

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Harbinger Entities Hold 8.1% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I,
Ltd., disclosed that it beneficially owns 9,699,120 shares, or
8.1%, of Solutia Inc. common stock as of June 24, 2009.

The securities are directly beneficially owned by Harbinger
Master Fund I or Harbinger Capital Partners Special Situations
Fund, L.P., or both.  All other entities and persons are included
in the report due to their affiliation with the Funds:

                                        Aggregate
                                        No. Shares
                                       Beneficially
Reporting Person                           Owned        Class
----------------                       ------------     -----
Harbinger Capital Partners
Master Fund I, Ltd.                      9,699,120       8.1%

Harbinger Capital Partners LLC           9,699,120       8.1%

Harbinger Capital Partners
Special Situations Fund, L.P.            7,114,291       6.0%

Harbinger Capital Partners
Special Situations GP, LLC               7,114,291       6.0%

Harbinger Holdings, LLC                 16,813,411      14.1%

Philip Falcone                          16,813,411      14.1%

The number of outstanding shares is based on the 118,904,452
shares as reported by Solutia as of June 24, 2009, adjusted for
warrants held by the Harbinger Entities.

On June 18, 2009, Solutia and the Funds entered into an equity
underwriting agreement with Jefferies & Company, Inc., as
representative of certain underwriters.  The Underwriting
Agreement is with respect to the offering of a certain number of
shares by Solutia and 7,260,109 shares by the Funds at $5 per
share.  The Underwriting Agreement includes customary lock-up
provisions in favor of the Underwriters and Solutia, according to
Philip Falcone.

The Funds also entered into a registration rights agreement dated
June 18, 2009, with Solutia whereby Solutia agreed to register
for resale that portion of the Funds' remaining holdings that
would reduce their collective ownership to 10% or less of the
issued and outstanding Shares.  The Registration Rights Agreement
requires the Company to file a registration statement and to use
its reasonable best efforts to cause the registration statement
to be declared effective, Mr. Falcone added.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Re-Affirms 2009 Full-Year EBITDA Guidance
------------------------------------------------------
Solutia Inc. announced June 17 that based on its performance
through May, it is re-affirming its full-year 2009 adjusted EBITDA
guidance from continuing operations of $325,000,000 to
$350,000,000 and its full-year 2009 total cash from operations
less capital expenditures guidance of $50,000,000 to $100,000,000.

Net sales were $130,000,000 for April and $131,000,000 for May,
compared to $339,000,000 for the first quarter or an average
of $113,000,000 per month.  This improvement was driven by
stronger volumes, primarily related to the completion of
downstream inventory destocking.  Adjusted EBITDA was $29,000,000
for April and $29,000,000 for May, compared to $56,000,000 for
the first quarter or an average of $19,000,000 per month.
Adjusted EBITDA margins were 22.0% for April and 22.4% for May,
compared to 16.4% for first quarter.  Margin expansion was driven
by cost containment activities as well as a declining raw
material cost profile.

Solutia's gross debt is approximately $1,269 billion and its
liquidity (cash on hand plus available borrowings) is
approximately $145,000,000.  These figures are based upon results
as of May 31, 2009, adjusted for the sale of the company's Nylon
business, which was completed June 1, 2009.  As of March 31,
2009, gross debt was $1,349 billion and liquidity, adjusted for
the sale of the company's nylon business, was $127,000,000.

                Reconciliation of Income (Loss)
             from Continuing Operations to Adjusted
               EBITDA from Continuing Operations:

                                          One       One
Three
                                         Month     Month
Months
                                         Ended     Ended
Ended
                                        May 31,  April 30,  March
31,
(dollars in millions)                     2009      2009
2009
                                        ------   ---------  ------
--
Income from Continuing Operations          $6        $9
$(4)
Plus:
     Income Tax (Benefit) Expense           3         1
(7)
     Interest Expense                       8         6         37
     Depreciation and Amortization          9         8         25
     Events affecting
       comparability, pre-tax:
         Restructuring charges              1         2         22
         Gain on reduction in the 2008
          annual incentive plan             -         -
(23)
     Non-cash Stock Compensation Expense    1         2          5
     Nylon Cost Overhang                    1         1          1
                                           ---       ---       ---
Adjusted EBITDA from
Continuing Operations                     $29       $29       $56
                                           ===       ===       ===


The automotive and construction industries, particularly the
domestic and European markets will continue to experience
minimal or negative growth in 2009.  The Company expects lower
volumes for the second and third quarters in 2009 versus
comparable quarters of 2008.  The Company is expecting an increase
in volumes in the fourth quarter of 2009 vs. 2008, principally due
to the low volumes the Company experienced in the fourth quarter
of 2008.  The Company is premising modest volume recovery in the
remaining quarters of 2009 versus first quarter results due to the
completion of inventory de-stocking measures.  Further, the
Company's guidance is premised upon the Company's belief that the
cost reduction and cost containment actions taken year to date to
mitigate some of the impact of a weakened demand profile are
maintained throughout the duration of 2009.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Sale of Nylon Biz to Sk Capital Unit Completed
-----------------------------------------------------------
Solutia Inc. said on June 1, 2009, that it has completed the sale
of its nylon business to an affiliate of SK Capital Partners II,
L.P.

"This sale completes Solutia's transformation into a pure-play
performance materials and specialty chemicals company, with a
portfolio of high-value products that hold world-leading
positions," Jeffry N. Quinn, chairman, president, and CEO of
Solutia Inc., said in a press release.

Solutia's portfolio consists of three business segments --
Saflex(R), Technical Specialties, and CPFilms(R) -- each of which
offer attractive margins and growth potential.  These businesses
are diversified geographically, with attractive long-term end-
market characteristics.

Mr. Quinn added, "Solutia is well positioned to generate
consistent financial returns and to further develop and enhance
its position in the specialty chemicals sector.  We will continue
to seek value creation opportunities through the active
management of our businesses."

SK Capital paid Solutia $50,000,000 in cash (subject to a working
capital adjustment) for the nylon assets.  Solutia also received
a 2% equity stake in the new company formed to hold substantially
all of the assets of the nylon business.  In addition, Solutia
will receive $4,000,000 in deferred cash payments to be paid in
annual $1,000,000-installments beginning in 2011.  SK Capital
also has secured replacement of $25,000,000 of letters of credit
associated with the nylon business, which has resulted in
increased availability for Solutia under its credit agreements.
The affiliate of SK Capital will assume substantially all of the
liabilities of the nylon business, including employee and pension
liabilities relating to the active employees of the business and
environmental liabilities.  Solutia used the proceeds of the
nylon sale to pay down debt under its asset-based revolving
credit facility.

After the closing of the sale, the Nylon Division was renamed to
Ascend Performance Materials.  Frederic Poses, former chairman
and chief executive officer of American Standard, will head
Ascend.  Timothy Strehl will serve as Ascend's president,
according to various reports.

Ascend will continue to produce Wear-Dated carpet, which The
Decatur Daily noted "absorbed Solutia's financial stains" for
years.  Automotive parts will also continue to be a major product
line for the company, according to Decatur Daily.

Mr. Strehl said that Ascend would "rely more heavily on cost-plus
contracts, hoping to limit the problems that come when
fluctuating prices impact petroleum, its main raw material,"
Decatur Daily quoted.

Most financial experts expect a rise in consumer demand for
housing and automobiles when the recession ends.  These are
"products upon which Ascend thrives," according to Decatur Daily.

Decatur Daily also noted that SK Capital has considerable
experience in plastics.  According to its website, SK Capital is
a "transformational private investment firm" with deep operating,
strategic, and global expertise in specialty materials,
chemicals, and healthcare.

"SK [Capital] brings value to us. . . They know how to profit in
this business," Decatur Daily quoted Mr. Strehl as saying.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


STANFORD GROUP: Receiver Files Suit to Recover CD-Related Proceeds
------------------------------------------------------------------
Stanford Financial Group (SFG) court-appointed receiver, Ralph
Janvey, filed a lawsuit that seeks to recover from certain
customer brokerage accounts more than US$9.5 million in proceeds
related to Stanford International Bank Limited (SIBL) certificates
of deposit.

The lawsuit provides an opportunity for the Court overseeing the
Stanford Estate to resolve important legal issues that will
determine whether and how the Receiver may proceed with other
similar claims to recover CD-related proceeds from other
recipients.

The lawsuit makes clear that the Receiver is not alleging that the
customers -- referred to as "relief defendants" -- participated in
the fraudulent schemes at issue in the case or otherwise
committed any wrongdoing.

The seven relief defendants named in the complaint were selected
because:

   (1) their situations have key facts in common
       (they each received CD redemptions between October
       2008 and January 2009);
   (2) the amount at issue in the aggregate is
       substantial yet held by a small number of
       individuals; and
   (3) they are all represented by the same counsel.

On June 25, 2009, the Receiver filed another similar complaint
against another individual and a related entity to recover more
than US$11 million of such CD-related proceeds.  This complaint
also presents a "test case" and is a response to a motion filed by
these relief defendants to unfreeze their accounts.

The U.S. Securities and Exchange Commission has alleged that the
CDs were not genuine investments but rather were part of a massive
Ponzi scheme that defrauded investors out of billions of dollars.

The complaints against the relief defendants request the Court to
order that the CD-related proceeds, including both principal and
interest, be determined to be property of the Estate and held in a
constructive trust for the benefit of the Estate, so that they may
be shared on an equitable basis by all CD investors and other
claimants against the Estate.

In deciding to file these cases against only a small number of
individuals, the Receiver was mindful that the Court-appointed
Examiner has raised objections to the pursuit of such
"clawback" claims.

Filing of these "test cases" provides an appropriate opportunity
for the Court to address these key issues at an early stage.  The
lawsuits were filed in the Dallas Federal court that has
jurisdiction over the Receivership.

                      About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

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.

                          *     *     *

The Securities and Exchange Commission, on February 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, and investment
adviser Stanford Capital Management.  As reported in the Troubled
Company Reporter-Latin America on April 8, 2009, Bloomberg News
said U.S. District Judge David Godbey seized all of Mr. Stanford's
corporate and personal assets and placed them under the control of
court-appointed SGC receiver Ralph Janvey.

Ralph S. Janvey was appointed on February 16, 2009, by the United
States District Court for the Northern District of Texas to take
possession of all the assets and records of Stanford International
Bank, Ltd., Stanford Group Company, Stanford Capital Management,
LLC, R. Allen Stanford, James M. Davis, and Laura Pendergest-Holt
and of all entities they own or control.


STANFORD GROUP: Owner's U.S. Trial Set on August 25
---------------------------------------------------
Stanford International Bank Limited (SIBL) owner Robert Allen
Stanford's trial is set to begin on August 25, Anna Driver of
Reuters reports.  The report relates U.S. Magistrate Judge Frances
Stacy has yet to rule on whether Mr. Stanford must remain behind
bars while he awaits the said date.

As reported in the Troubled Company Reporter-Latin America on
June 29, 2009, Agence France-Presse News (AFP) said Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction.  The report related Mr.
Stanford, who appeared in a  Houston court Friday, June 25,
forcefully said: "Not guilty."

Laurel Brubaker Calkins of Bloomberg News related 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 a TCRLA report on June 24, citing Agence France-
Presse News, 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.

                      About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

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.

                          *     *     *

The Securities and Exchange Commission, on February 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, and investment
adviser Stanford Capital Management.  As reported in the Troubled
Company Reporter-Latin America on April 8, 2009, Bloomberg News
said U.S. District Judge David Godbey seized all of Mr. Stanford's
corporate and personal assets and placed them under the control of
court-appointed SGC receiver Ralph Janvey.

Ralph S. Janvey was appointed on February 16, 2009, by the United
States District Court for the Northern District of Texas to take
possession of all the assets and records of Stanford International
Bank, Ltd., Stanford Group Company, Stanford Capital Management,
LLC, R. Allen Stanford, James M. Davis, and Laura Pendergest-Holt
and of all entities they own or control.


STANFORD GROUP: Prosecutors Seek to Revoke Owner's Bail
-------------------------------------------------------
Prosecutors urged U.S. District Judge David Hittner to revoke
the US$500,000 bail given by U.S. Magistrate Judge Frances Stacy
to Stanford International Bank Limited (SIBL) owner Robert Allen
Stanford, Laurel Brubaker Calkins and Andrew M. Harris of
Bloomberg News report.  The report relates prosecutors told Judge
Hittner that Mr. Stanford is "an extreme flight risk" and might
flee to avoid trial on charges against him.

According to the report, prosecutors argued that Mr. Stanford's
dual citizenship and lifestyle of "hop-scotching the globe," would
make it easy for him to become a fugitive.  "That's been Mr.
Stanford's life for the last 15 years," Assistant U.S. Attorney
Gregg Costa told Judge Hittner during a federal court hearing in
Houston, the report relates.

Bloomberg News recalls Judge Stacy ordered Mr. Stanford released
after the June 25 hearing, however, she placed the order on
hold so prosecutors could challenge it before the higher-ranking
Hittner, who ordered him detained until a hearing.

Judge Hittner, the report notes, didn't indicate when he would
rule, although he promised lawyers he would "get an order out real
quick."  The report relates Judge Hittner said each side would be
allowed to speak at length, after which he said he planned to read
the Stacy bail hearing transcript which wasn't provided until
after the proceedings started.

As reported in the Troubled Company Reporter-Latin America on
June 29, 2009, Agence France-Presse News (AFP) said Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction.  Bloomberg News related Mr.
Stanford's lawyer, Dick DeGuerin, said his client should be
released on bond because he has no intention of fleeing before a
trial.  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.

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 Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

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.

                          *     *     *

The Securities and Exchange Commission, on February 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, and investment
adviser Stanford Capital Management.  As reported in the Troubled
Company Reporter-Latin America on April 8, 2009, Bloomberg News
said U.S. District Judge David Godbey seized all of Mr. Stanford's
corporate and personal assets and placed them under the control of
court-appointed SGC receiver Ralph Janvey.

Ralph S. Janvey was appointed on February 16, 2009, by the United
States District Court for the Northern District of Texas to take
possession of all the assets and records of Stanford International
Bank, Ltd., Stanford Group Company, Stanford Capital Management,
LLC, R. Allen Stanford, James M. Davis, and Laura Pendergest-Holt
and of all entities they own or control.


STANLEY-MARTIN COMMUNITIES: Moody's Withdraws 'Caa1' Ratings
------------------------------------------------------------
Moody's Investors Service withdrew all the ratings of Stanley-
Martin Communities, LLC, including its Caa1 corporate family
rating, Caa1 probability of default rating, Caa2 rating on its
$121 million remaining balance (out of $150 million) of senior sub
notes, SGL-4 spec grade liquidity rating, and negative outlook.
The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.  Please refer to
Moody's Withdrawal Policy on moodys.com.

Moody's last rating action for Stanley-Martin Communities, LLC
occurred on December 3, 2007, at which time Moody's lowered the
company's corporate family rating to Caa1 from B2.

Headquartered in Reston, Virginia Stanley-Martin is one of the
largest private homebuilders in the Washington, D.C., metropolitan
area.  The company designs and builds single-family homes and town
homes geared to the entry level and first- and second-time move up
buyers.  Homebuilding revenue (before Custom Home Services Fees
and revenue from land sales) was $132.8 million in 2008, down 17%
from $160.5 million in the same period in 2007.


SUN-TIMES MEDIA: Seeks More Time to File Reorganization Plan
------------------------------------------------------------
Lorene Yue at Crain's Chicago Business reports that Sun-Times
Media Group Inc. has asked the U.S. Bankruptcy Court for the
District of Delaware for a three-month extension on the deadline
for the filing of its reorganization plan.

Crain's relates that Sun-Times has until July 29 to submit a Plan.
Sun-Times Media, Crain's states, is seeking an October 27 deadline
to file its Plan, to ward off the chance of a "dissent party
attempting to frustrate the sale or plan process."

According to court documents, Sun-Times lawyers said, "Exploring
alternatives while focusing on the sales process in the current
market has proven to be a complicated, time-consuming process and
the ultimate strategy for these debtors has yet to be decided."

Sun-Times has been trying to find a buyer, stabilize its vendor
base, and battle declining employee morale amidst layoffs and
salary cuts, Crain's states.  The report says that Sun-Times Media
has had talks with potential buyers, but no offers have been made.

Crain's relates that a hearing on Sun-Times' request is set for
July.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.  As of
Nov. 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SYNOVICS PHARMACEUTICALS: Posts $2.5MM 2nd Quarter Net Loss
-----------------------------------------------------------
Synovics Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended April 30, 2009.

The Company posted a net loss of $2,592,618 for the three months
ended April 30, 2009, compared to a net loss of $2,941,124 for the
same period last year.  The Company posted a net loss of
$3,693,672 for the six months ended April 30, 2009, compared with
a net loss of $5,165,827 for the same period last year.

At April 30, 2009, the Company had $19,434,205 in total assets and
$18,094,364 in total liabilities.

The Company said its operations have not generated sufficient cash
flow to satisfy capital needs.  The Company has financed
operations primarily through the private sale of common stock,
warrants and debt securities.  It had a working capital deficit of
$10,337,159 at April 30, 2009 as compared with $6,335,161 at
October 31, 2008.  Cash and cash equivalents were $9,283 at
April 30, 2009, as compared with $65,986 at October 31, 2008.

"We will require additional equity and/or debt financing for
fiscal year 2009 to fund our operations and to satisfy our debt
service obligations.  There can be no assurance given that we will
be successful in the sale of our equity or obtaining additional
capital from other sources or means," the Company said.

"Our auditors have emphasized the uncertainty related to our
ability to continue as a going concern in their audit report for
the year ended October 31, 2008," the Company noted.

The Company has not entered into any material capital expenditure
agreements or engaged in any off balance sheet financing.

A full-text copy of the Company's second fiscal quarter report is
available at no charge at http://ResearchArchives.com/t/s?3e70

                   About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

                           *     *     *

Miller Ellin & Company, LLP, in New York, in a letter dated
January 29, 2009, to Synovics Pharmaceuticals, Inc., expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated balance sheets of
Synovics Pharmaceuticals, Inc., and Subsidiaries as of October 31,
2008 and 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years
ended October 31, 2008, 2007, and 2006.  The firm pointed out that
the company has negative working capital of $6,540,018 and has
experienced significant losses and negative cash flows.  The
company incurred net losses of $4,005,831, $20,857,884,
$8,571,021, $2,911,260 and $1,124,336, for the years ended
October 31, 2008, 2007, 2006, 2005, and 2004.  As of October 31,
2008, the Company's accumulated deficit was $78,649,597.


TALECRIS BIOTHERAPEUTICS: S&P Raises Corp. Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Talecris Biotherapeutics Inc. to 'B+'
from 'B'.  The outlook is stable.

"The action reflects Talecris' improving operating performance and
the removal of plasma supply constraints, due to the company's
successful efforts in developing its plasma collection platform
and a supply agreement with CSL, that previously limited its
production volumes," said Standard & Poor's credit analyst Arthur
Wong.  "Credit protection measures consequently are
strengthening."

The ratings on Research Triangle Park, North Carolina-based
Talecris still reflect the company's high debt leverage and
relatively weak cash flows.  These weaknesses are partially offset
by the company's solid position in the blood plasma-derived
biopharmaceutical market and improving operating performance.

Formed by Cerberus Capital and Amperstand Ventures from Bayer AG
in 2005, Talecris is a biopharmaceutical company that develops,
manufactures, and markets plasma-derived protein therapeutics.  It
is the third-largest player in the U.S. and one of five major
global participants.  The outlook is stable.  Talecris' business
risk profile is indicative of a higher rating than a 'B', given
its solid position in the growing market for plasma-derived
biopharmaceuticals.  However, financial measures remain
aggressive, with leverage of 4.5x, FFO/debt just more than 10%,
and free cash flows on a rolling 12-month basis still negative.
Continued improvement in the company's operating performance, debt
leverage closer to 4x, FFO/debt in the mid-teens, and a consistent
track record of free cash flow could lead to a positive outlook in
the next year.  A reversal of the recent positive trend in
operating performance, possibly due to currently unexpected severe
price competition, could lead to a negative outlook, if S&P
believes that sustained weakness would contribute to a lasting
rise in debt leverage of more than 5x.


THELEN LLP: May Have to File for Bankruptcy Protection
------------------------------------------------------
Eric Young at San Francisco Business Times reports that Thelen LLP
might be forced into bankruptcy, after the Company's landlord in
New York City won a writ of attachment lien last week for
$25 million of its assets to settle its lease agreement.

Thelen, according to Business Times, has been winding down outside
of bankruptcy since November 2008.  While staying outside of
bankruptcy gives officials in charge of Thelen's estate more time
to collect money and disburse it to creditors, the lien makes a
bankruptcy filing more likely, Business Times states.

Business Times relates that the writ of attachment gives the New
York landlord priority among unsecured creditors, but a bankruptcy
filing would nullify the writ.  Lawyers following Thelen's wind-
down said that three creditors can force Thelen into bankruptcy if
they are owed at least $13,000, Business Times reports.

Craig Collins, an attorney for a group of 700 unsecured creditors
-- former Thelen employees who are suing Thelen for alleged back
pay and unpaid benefits -- said that his clients are considering
forcing the Company into bankruptcy, Business Times states.

Business Times reports that Wayne Flick, Thelen's lawyer, said
that the Company has made no decision about bankruptcy and that it
"continues to work outside of bankruptcy to wind down its affairs
in an orderly manner and in a way that maximizes the potential
recovery for its creditors."

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.


TOYS R US: Fitch Corrects Ratings on Secured Loan to 'CC/RR6'
-------------------------------------------------------------
This is a revision of a release issued earlier to correct that
Fitch has downgraded the secured term loan of Toys 'R' Us,
Delaware to 'CC/RR6' from 'CCC+/RR5' in the seventh paragraph.

Fitch Ratings rates Toys 'R' Us Property Co. I, LLC's new
$950 million senior unsecured notes 'B+/RR2'.  These notes benefit
from a negative pledge on 359 properties held in a bankruptcy-
remote entity with a Master Lease covering all the properties,
which requires Toys Delaware to pay all costs and expenses related
to the ownership, operation, leasing and maintenance of the
properties.  In addition, the notes will be guaranteed by the
property company's subsidiaries.  Proceeds from the offering,
proceeds from the sale of 25 properties, cash contribution from
Toys 'R' Us, release of restricted cash and cash on hand will be
used to repay the existing $1.3 billion structured credit
facility.  Therefore, upon repayment, Fitch's 'B/RR3' rating on
this facility will be withdrawn.

Fitch has also affirmed these ratings on Toys 'R' Us, Inc.'s:

Toys 'R' Us, Inc.

  -- Issuer Default Rating at 'B-'.

Toys 'R' Us, Delaware

  -- IDR at 'B-';
  -- Secured Revolver at 'B/RR3'.

Toys 'R' Us Property Co. I, LLC (previously known as TRU 2005 RE
Holding Co.)

  -- IDR at 'B-'.

Toys 'R' Us (UK) Ltd.

  -- IDR at 'B-';
  -- Multicurrency Security Revolver at 'B/RR3'.

In addition, Fitch has downgraded the secured term loan of Toys
'R' Us, Delaware to 'CC/RR6' from 'CCC+/RR5' based on poor
recovery prospects (less than 10%) as well as revised its ratings
on these to reflect the new issue rating definitions as of March
2009:

Toys 'R' Us, Inc.

  -- Senior Unsecured Notes to 'C/RR6' from 'CCC-/RR6'.

Toys 'R' Us, Delaware

  -- Unsecured Term Loan to 'CC/RR6' from 'CCC/RR6';
  -- Senior Unsecured Notes to 'CC/RR6' from 'CCC/RR6'.

The Rating Outlook is Stable.  TOY had $5.8 billion in debt
outstanding on May 2, 2009.

The ratings reflect TOY's successful operating strategy which has
resulted in positive free cash flow generation and adequate
liquidity.  The ratings also reflect weaker operating results
given the current challenging environment, TOY's highly leveraged
balance sheet and the intense competition in the toy retailing
sector.

TOY's broad toy offering, exclusive and private label products and
juvenile strategy of providing additional outlets for Babies 'R'
Us products while driving incremental traffic to Toys 'R' Us
locations resulted in relatively steady revenues in the last 12
months ended May 2, 2009.  LTM revenues declined 2.3% to
$13.5 billion compared to fiscal 2007 revenues which ended Feb. 2,
2008.  However, LTM operating EBIT margin decreased 90 basis
points to 3.9% during the same period due to a contraction in
gross margin as a result of price reductions taken to stimulate
sales and increased sales of lower margin products and the
deleveraging of selling, general and administrative (SG&A)
expenses in fiscal 2008.  Nevertheless, TOY generated positive
free cash flow of $162 million for the LTM period as a result of
solid working capital management.

In addition, the company has adequate liquidity supported by
$470 million of cash as of May 2, 2009 and availability of
$1.1 billion under its $2 billion credit facility expiring July
2010.  TOY recently amended the credit facility to extend the
maturity date of a portion of the revolver to May 21, 2012.  The
amended agreement includes a $516.5 million tranche that will
expire on July 21, 2010 and a $1.526 billion tranche that will
expire on
May 21, 2012.  Fitch anticipates the company will resolve its
refinancing needs for $800 million of CMBS maturing in 2010.

Given the weaker operating results, TOY's leverage ratio remains
high with LTM adjusted debt/EBITDAR of 6.9 times (x) compared to
6.3x in fiscal 2008 and LTM EBITDAR coverage of interest and rent
of 1.5x compared to 1.6x during the same period.  Fitch
anticipates sales will continue to be pressured in the near term
given the current challenging operating environment.  However, the
company's continued implementation of its juvenile strategy,
including rolling out more Toys 'R' Us and Babies 'R' Us side by
side stores and remodeling the existing store base to improve the
shopping experience, as well as its cost control efforts will help
operating margins to remain steady.  This, combined with lower
debt, should lead to credit metrics remaining around the current
levels.

Of concern is the strong competition in the toy retailing
business.  TOY competes with a number of retailers, including
other toy retailers, discounters, and catalog and internet
businesses.  Fitch expects price competition will continue to be
intense this holiday season as retailers seek to drive traffic
into the stores.

The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumes an enterprise value of $3.3 billion in a distressed
scenario.  Applying this value across the capital structure
results in superior recovery prospects (71%-90%) for the senior
notes at Toys 'R' Us Property, which resulted in a rating of
'B+/RR2'.  The senior notes benefit from being the landlord of 359
locations leased by Toys Delaware for reasons outlined above.  The
asset-based revolvers, which are secured by inventory, receivables
and certain Canadian real estate in North America and all assets
in Europe, have good recovery prospects (51%-70%) and are rated
'B/RR3'.  The secured term loan is secured by intellectual
property and second liens on accounts receivable and inventory of
TOY-Delaware and the guarantors, and has poor recovery prospects
(less than 10%) and is rated 'CC/RR6'.  The senior unsecured notes
at TOY-Delaware have poor recovery prospects (less than 10%) and
are also rated 'CC/RR6'.  The senior unsecured notes at the
holding company level are structurally subordinated, and are rated
'C/RR6', also reflecting poor recovery prospects (less than 10%)
in a distressed case.


TRONOX INC: Govt. Asserts FDCPA Claim Vs. Anadarko/Kerr-McGee
-------------------------------------------------------------
As reported by the TCR on May 13, debtors Tronox Incorporated,
Tronox Worldwide LLC formerly known as Kerr-McGee Chemical
Worldwide LLC, and Tronox LLC formerly known as Kerr-McGee
Chemical LLC, filed an adversary proceeding against Anadarko
Petroleum Corporation and Kerr-McGee Corporation in the United
States Bankruptcy Court for the Southern District of New York
seeking recovery for the fraudulent transfer of massive actual and
contingent environmental, tort, retiree and other liabilities to
Tronox in Kerr-McGee's 2006 spin-off of its Chemical subsidiary.
The Debtors allege that Kerr-McGee Corporation created massive
actual and contingent environmental, tort, retiree, and other
liabilities during its more than 70-year history and then dumped
them on the Debtors so that Kerr-McGee's senior executives could
obtain windfall profits during a wave of lucrative consolidation
in the oil and gas industry.

The United States government believes that it has certain rights
and claims against Anadarko Petroleum Corporation and Kerr-McGee
Corporation arising under the Federal Debt Collection Procedures
Act, and that it would be entitled to the proceeds of any
successful claim or suit brought against Anadarko Petroleum
Corporation and Kerr-McGee Corporation under the Act.

Accordingly, the government obtained the Court's approval to
intervene in the Debtors' adversary proceeding against Anadarko
and Kerr-McGee, and submitted a proposed complaint-in-intervention
asserting claims under the Act against the Defendants and certain
of the Debtors.

           Government Files Complaint-in-Intervention

The United States government, in its proposed complaint-in-
intervention, the Government asks the Court for judgment:

  (a) declaring that its complaint does not violate Section
      363(a)(1) of the Bankruptcy Code;

  (b) declaring that the transfers described the Complaint were
      fraudulent as to debts to the United States pursuant to
      Sections 3304(b)(1)(A) and 3304(b)(1)(B) of the Judiciary
      and Judicial Procedure;

  (c) voiding the transfers to the extent necessary to satisfy
      any debt to the United States pursuant to Section
      3306(a)(1) of the Judiciary and Judicial Procedure; and

  (d) granting any other remedies under the Federal Debt
      Collection Procedures Act, including attachment,
      receivership, and sequestration of any fraudulently
      conveyed property pursuant to Section 3306(a)(2).

A copy of the proposed complaint-in-intervention is available for
free at http://bankrupt.com/misc/Tronox_USGovCII.pdf

The United States says it has a unique statutory cause of action
against Anadarko and Kerr-McGee under the Federal Debt Collection
Procedures Act, to the extent that the parties fraudulently
avoided debts to the United States of America.

According to Mr. Dassin, now that the suit against Anadarko and
Kerr-McGee is on file, the United States seeks to intervene to
protect its interests.  Mr. Dassin relates that as the largest
creditor in the Debtors' cases, the Government is obviously a
party-in-interest within the meaning of Section 1109(b) of the
Bankruptcy Code, and so has an "unconditional right to intervene"
in the adversary proceeding under the Second Circuit's decision
in In re Caldor Corp., 303 F.3d 161 (2d Cir. 2002).

Moreover, Mr. Dassin adds, given that the United States has a
unique statutory cause of action to the extent that the
defendants fraudulently avoided debts to the United States --
which the complaint makes plain was the case -- the Government
must be permitted to assert those claims under the FDCPA.

Indeed, Mr. Dassin says, the Government and the Debtors have
already reached an agreement permitting the United States to file
its complaint-in-intervention and defining the Government's role
in the litigation of the Action in a way that will enhance the
Debtors' efforts to efficiently and effectively litigate the
case, while also protecting the Government's interests.  The
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders, and the Debtors' prepetition
Agent and DIP Agent likewise consent to the Government's
intervention in the Case.

                       Defendants Respond

The Defendants object to the Government being allowed to file and
prosecute its own alleged fraudulent transfer claims -- claims
that even the Debtors do not agree belong to the Government.
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in Houston,
Texas, asserts that all purported fraudulent transfer claims are
property of the Debtors' estates, belong solely to them, and
cannot be pursued by an individual creditor.

The Government's proposed causes of action against the Defendants
are also barred by the automatic stay, Ms. Gray adds.

The Debtors agree with Defendants that the fraudulent transfer
claims alleged by the United States under the FDCPA belong
exclusively to the Debtors' estates.  Richard M. Cieri, Esq., at
Kirkland & Ellis LLP, in New York, says the Debtors and their
other creditors disagree with the United States' position that it
has "a unique statutory cause of action against [Defendants] under
the [FDCPA]".

                  Committees Seek to Intervene

The Debtors, Credit Suisse in its capacity as the administrative
agent for the DIP lenders, the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
the U.S. Government, signed a stipulation that they may
participate in the Litigation regardless of whether they have
intervened in the Litigation.  Anadarko and Kerr-McGee objected,
noting that the stipulating parties are attempting to grant
themselves broad intervention rights without filing motions to
intervene and to the expansive scope of their proposed
participation as parties-in-interest.  It noted that only the U.S.
Government has filed a motion to intervene.

In separate filings, the Official Committee of Unsecured
Creditors of Tronox Incorporated, et al. and the Equity Security
Holders Committee of Tronox Inc., have now filed motions to
intervene in the adversary proceeding.

The Committees contend that they have an unconditional right to
intervene to the Adversary Case pursuant to Rule 24 of the
Federal Rules of Civil Procedure.

Pursuant to Section 1109(b) of the Bankruptcy Code and Rule
24(a)(1), the Committees says they have an unconditional right to
intervene in the Adversary Proceeding.  However, even in the
absence of the absolute right, the Committees assert that they
are still entitled to intervene in the Adversary Proceeding under
the rules governing permissive intervention.

Moreover, the Equity Committee argues that the litigation against
Anadarko and Kerr McGee in the Adversary Proceeding is a critical
component of the Debtors' Chapter 11 cases and the Equity
Committee, as the official estate representative of all public
shareholders, has a vital interest in the litigation.

The Creditors' Committee adds that because of the importance of
the Adversary Proceeding with respect to ultimate recoveries for
unsecured creditors, it has the fiduciary obligation to all of
the Debtors' unsecured creditors to take all necessary steps to
ensure that the debtors prevail in the Adversary Proceeding.

                   Adversary Case Management

The Court issued a Case Management Order for the Adversary
Proceeding:

(1) Response to Complaint

     Response to Plaintiffs' Adversary Complaint and the
     Government's Complaint-in-Intervention will be due on or
     before July 31, 2009.

(2) Motion to Dismiss

     (a) Should Defendants file a motion to dismiss the
         Plaintiffs' Adversary Complaint or the Complaint-in-
         Intervention, Plaintiffs and the Government will file
         their opposition, if any, to the motion to dismiss on
         or before September 1, 2009.

     (b) Defendants will file their reply, if any, to the
         opposition to any motion to dismiss on or before
         September 21, 2009.

(3) Electronic Discovery

    The parties will meet and confer regarding electronic
    discovery issues on or before July 1, 2009.

(4) Initial Disclosures

    The Plaintiffs, Defendants, and the Government will serve
    their initial disclosures on or before July 14, 2009.

(5) Joinder of Additional Parties

    Additional parties may be added to the Adversary Proceeding
    no later than January 9, 2010.

(6) Amendment of Pleadings

    Pleadings may be amended no later than January 9, 2010.

(7) Fact Discovery

    Fact discovery will commence on June 22, 2009, and will not
    be stayed or otherwise delayed pending ruling on any motion
    to dismiss.  All fact discovery will be completed by
    March 30, 2010.

(8) Expert Discovery

    (a) Plaintiffs and the Government will identify their
        experts on or before February 1, 2010, and will produce
        and serve reports from their before March 30, 2010.

    (b) Defendants will identify their experts on or before
        March 1, 2010, and will produce and serve reports from
        Defendants' experts on or before April 30, 2010.

    (c) Plaintiffs and the Government will identify any rebuttal
        experts and produce any rebuttal expert reports on or
        before May 21, 2010.

    (d) Depositions of all parties' experts and rebuttal experts
        will be completed by June 14, 2010.

    (e) Nothing in the Case Management Order will be construed
        to prohibit, or to permit, the United States of America
        from identifying and calling experts.

(9) Dispositive Motions

    (a) All potentially dispositive motions will be filed on or
        before June 21, 2010.

    (b) All opposition papers will be due and filed on or before
        30 days after the filing of any potentially dispositive
        motion.

    (c) Replies to any response to any dispositive motions shall
        be due and filed on or before 20 days after the filing
        of any response to any potential dispositive motion.

(10) Trial

    Trial will commence on September 8, 2010, or as soon as the
    parties may be heard.

The Court summoned the Parties to a pre-trial conference set on
July 7, 2009 at 10:00 a.m.

                         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)


TRUMP ENTERTAINMENT: Cordish Wants Lawsuit to Proceed
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Cordish Co., a real
estate developer with interests in gaming and lodging properties,
asks the U.S. Bankruptcy Court for the District of New Jersey to
lift the automatic stay to allow a lawsuit filed by Trump
Entertainment Resorts Inc. in Florida court to proceed.  The suit
arises out of a dispute over development of a Florida casino with
Seminole tribe.  Cordish says the lawsuit would have ended had
Trump Entertainment not terminated a contract where Cordish was to
purchase a Trump casino.  Cordish filed its request after Trump
filed its own motion with the Bankruptcy Court for permission to
hire lawyers, ostensibly to fire up the Florida lawsuit.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


TWG PROFESSIONAL: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TWG Professional Drive, LLC
        1700 Rockvlle Pike, Suite 440
        Rockville, MD 20852

Bankruptcy Case No.: 09-21728

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Ave., Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  Email: steveng@cohenbaldinger.com

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

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

A list of the Company's 17 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mdb09-21728.pdf

The petition was signed by Jerold E. Williamson.


UNITED SUBCONTRACTORS: Emerges From Ch 11, Debt Free Balance Sheet
------------------------------------------------------------------
United Subcontractors, Inc.'s Plan of Reorganization became
effective on June 30, marking USI's emergence from its voluntary
Chapter 11 proceedings.

"Today [June 30] marks the start of a new beginning for USI," said
USI CEO Paul Lustig.  "In reaching this final milestone, we have
emerged from our restructuring with a strengthened financial
position and with, in essence, a debt free balance sheet.  Our
expeditious financial restructuring is a testament to the strength
of our underlying business and we appreciate the unwavering
dedication and loyalty shown by our employees, customers and
suppliers through our reorganization.  We are excited to move
forward and capitalize on future opportunities as a financially
stronger company."

As previously announced, USI's Plan was confirmed by the United
States Bankruptcy Court for the District of Delaware on June 25,
2009.

                    About United Subcontractors

United Subcontractors, Inc. -- http://www.unitedsub.com/-- is a
privately owned company with approximately 40 branches and 1,600
employees across the country.  Founded in 1998 and based in Edina,
Minnesota, USI is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No.
09-11152).  Mark K. Thomas, Esq., Paul V. Possinger, Esq., and
Peter J. Young, Esq., at Proskauer Rose LLP assist the Debtors in
their restructuring efforts.  The Debtors propose to hire Steven
M. Yoder, Esq., and Gabriel R. MacConaill, Esq., at Potter
Anderson & Corroon LLP as co-counsel.  The Debtors listed
$50 million to $100 million in assets and $100 million to
$500 million in debts.


UTGR INC: House Passes Bill on Twin River Hosting 200 Racing Days
-----------------------------------------------------------------
Ray Henry at The Associated Press reports that the Rhode Island
House has voted to force UTGR Inc.'s Twin River racetrack-casino
to extend its schedule of greyhound races to 200 days, instead of
125 days.

The AP states that the bill is now being sent back to the Senate,
which earlier approved it.

According to The AP, the bill also permits the racetrack to allow
gambling around-the-clock, instead of having 24-hour gambling only
on weekends and holidays.

UTGR and Rhode Island Governor Donald L. Carcieri are seeking to
end the money-losing races and protect millions of dollars in
state income from its slot machines, The AP reports.  The report
states that Gov. Carcieri's spokesperson, Amy Kempe, said that the
governor will veto the legislation when it arrives on his desk.
The report quoted Ms. Kempe as saying, "It's an outdated form of
gambling and it's a drain on the facility."

The AP says that Gov. Carcieri's administration had warned that
the legislation could turn a structured bankruptcy settlement into
a "protracted, free-all proceeding" and cause millions of dollars
in lost revenue for the state.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


VISTEON CORP: Contemplates Selling Certain Assets
-------------------------------------------------
Visteon Corporation is considering selling certain of its assets,
like factories, machinery and equipment, as well as its entire
business in both the United States and Europe, The Economic Time
reported.

Rothschild Inc., Visteon's proposed investment banker, has
approached Amtek Auto, a Delphi-based auto parts maker, for the
possible sale of Visteon's plants and businesses, the report
noted.

According to the report, citing people with direct knowledge of
the development, John Flintham, chief executive officer of Amtek,
is currently studying the offer to determine whether its terms
are attractive.

The Economic Times notes that Visteon's assets and businesses can
be a bargain buy, but also cites that the credit squeeze in
Europe has made deals difficult.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Court to Hear Cash Collateral Use Extension Today
---------------------------------------------------------------
Visteon Corporation and its debtor affiliates sought and obtained
permission from Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware to use cash
collateral through July 1, 2009.  The Prepetition Asset-Based
Lending Agent, JP Morgan Chase Bank, N.A., has consented to the
Debtors' use of Cash Collateral.

Judge Sontchi found that the Debtors have immediate need to use
the Cash Collateral to enable them, among other things, to
continue the operation of their businesses in an orderly manner,
maintain business relationships with customers, suppliers and
vendors, make payroll, make capital expenditures and satisfy
working capital and operational needs.

Pursuant to the Court's Order, the Debtors are authorized to use
Cash Collateral generated from the operation of their businesses
in the ordinary course of business through the collection of
accounts receivable and the proceeds of other Prepetition ABL
Collateral and from the Collateral Accounts in accordance with a
prepared budget.  A full-text copy of a three-week budget for the
period from June 22, 2009, through July 10, 2009, is available
for free at http://bankrupt.com/misc/Visteon_CashCollBudget2.pdf

The Debtors' use of Cash Collateral will expire on the earlier of
July 1, 2009 or the date specified as expiration date in any
notice of an Event of Default.

Wilmington Trust, FSB, as Prepetition Term Agent and the
Prepetition Term Lenders assert that they hold a security
interest with priority over the security interests of the
Prepetition ABL Secured Parties in any or proceeds of the Term
Loan Priority Collateral, including but not limited to:

   (a) a dividend or other payment from an Asian subsidiary in
       June 2009 amounting to $4,500,000;

   (b) a dividend or other payment from an Asian subsidiary in
       July 2009 amounting to $6,000,000; and

   (c) any other dividend made to any of the Debtors from
       Foreign Subsidiaries, Visteon International Holdings,
       Inc., or other Foreign Stock Holding Companies or any
       other Loan Party.

The Debtors reserve their right to dispute the Prepetition Term
Lenders' assertion.

A full-text copy of the Second Interim Cash Collateral Order is
available for free at:

      http://bankrupt.com/misc/Visteon_Interim2CashOrd.pdf

A hearing to consider final approval of the Debtors' Cash
Collateral use will be held on July 1, 2009.

                    Creditors Committee Opposes
              Final Approval of Cash Collateral Use

The Official Committee of Unsecured Creditors objects to the
final approval of the Debtors' use of Cash Collateral.  The
Committee points to six aspects of the Cash Collateral Motion
that pose particular concern:

  (a) Proposed Cash Collateral usage is conditioned on adherence
      to a budget received by the Committee less than 24 hours
      prior to the objection deadline for the Cash Collateral
      Motion.

  (b) In addition to replacement liens and Section 507(b)
      administrative claims, Ford Motor Company is afforded
      extra "adequate protection" in the form of postpetition
      interest and professional fee payments.

  (c) The proposed cash collateral regime would impose a 60-day
      "challenge period" and an exceedingly restrictive budget
      amounting to $50,000 for investigating Ford's historic
      relationship with Visteon.

  (d) Cash Collateral usage is expressly tied to continued
      business with Ford, regardless of whether the transaction
      is significantly unprofitable for the Debtors.

  (e) The Debtors propose waiving collateral surcharge rights
      under Section 506(c) and the "equity of the cases"
      exception to Section 552(b), notwithstanding the negative
      impact those waivers may have on the unsecured creditors
      and without any clear evidentiary justification.

  (f) Substantial reporting and information flow is reserved for
      Ford, but is not likewise reserved for the Committee.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, counsel to the Creditors Committee, relates that the
Committee is willing to negotiate with Ford.  If, however, Ford
is unwilling to deal, the Committee says it will ask the Court to
condition approval of the Cash Collateral Motion on modifications
that obviate each of its objection points.

Mr. Taylor asserts that Cash Collateral access should not be
exploited to enable lender control over the Chapter 11 process or
business.  Moreover, he contends that the Debtors' proposal to
waive the "equity exception" may provide a windfall to Ford at
the expense of unsecured creditors.  He adds that the proposed
adequate protection appear to greatly exceed the risk to Ford's
collateral position.  Mr. Taylor also argues that secured lenders
do not enjoy absolute rights to "adequate protection," even where
the debtor is desperate for cash collateral.

                   Texas Instruments Responds

Texas Instruments Incorporated relates that it provided computer
chips on a consignment basis prepetition for purchase by the
Debtors.  Texas Instruments tells the Court that as of the
Petition Date, it has chips valued at $100,000 with certain
third-party warehouses providers which have not been purchased by
the Debtors.  Texas Instruments contends the Consignment Chips
are not the Debtors' property and should not be considered part
of the Debtors' "inventory and equipment" as described in the
Cash Collateral Motion.  Thus, Texas Instruments emphasizes that
the Consignment Chips are not, and cannot be, part of the Secured
Lenders' Adequate Protection and are not subject to any of the
liens the Debtors seek to grant to the Secured Lenders.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Expects to Get New DIP Financing by July 16
---------------------------------------------------------
Marc Kieselstein, Esq., of Kirkland & Ellis LLP, counsel to
Visteon Corporation, told the U.S. Bankruptcy Court for the
District of Delaware, that the Company engaged in talks and has
made "substantial progress" with its North American customers for
a possible debtor-in-possession financing commitment, according
to The Chicago Tribune.  The news source adds that the Company is
also seeking help from customers overseas to address its
liquidity concerns.

According to the report, Visteon expects to be able to obtain
approximately $500,000,000 of postpetition financing for the
remainder of the year.  To recall, Ford Motor Company agreed to
provide not less than $125,000,000 of financing to Visteon
through June 30, 2009.

Visteon anticipates the receipt of commitment letters within a
matter of days.  The Company also expects to be able to present
to the Court an interim financing order before a scheduled
July 16, 2009 hearing.

An attorney for Nissan North America Inc, Michael Paslay
confirmed Visteon's discussions with Nissan and said that Nissan
has some concerns regarding some of the tactics used by Visteon,
but did not elaborate on the matter, Chicago Tribune said.

               Visteon Vacates Basildon Location

In a separate news report, www.echo-news.co.uk relates that
Visteon has moved offices from Basildon, South Essex, to smaller
offices in Chelmford Business Park.  Some 370 personnel who
worked at the Basildon officer there have been moved to the new
location.

                 Visteon Credit Default Swaps

Pursuant to an auction recently conducted, credit default swaps
on Visteon's unsecured debt were valued at 3 cents on the dollar,
while contracts protecting Visteon's loans recovered at 39 cents,
Reuters reported.  In this light, protection sellers of Visteon's
bonds need to pay roughly $9,700,000 per $10,000,000 insured
while sellers of protection on its loans needs to pay $6,100,000
per $10,000,000 sold.

Reuters says credit swaps are used to insure against borrowers
failing to repay their debts.  The payments were triggered due to
Visteon's filing for bankruptcy protection.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Reaches Temporary Deal with Prepetition Term Lenders
------------------------------------------------------------------
Visteon Corp. tells the U.S. Bankruptcy Court for the District of
Delaware that they have reached an agreement with Wilmington
Trust, FSB, as agent for the prepetition term lenders, to adjourn
the hearing on its request for adequate protection to July 16,
2009.

The parties also agree that any cash dividends or other cash
distributions that have been or may be received on or after the
Petition Date by any of the Debtors in respect of equity or debt
of any of the Loan Parties' (i) Foreign Subsidiaries, (ii)
Visteon International Holdings, Inc., or (iii) other Foreign
Stock Holding Companies will be placed in a segregated bank
account -- which the Prepetition Term Lenders assert is subject
to a valid first priority perfected security interest in their
favor -- until the Court determines whether those Dividends do,
or do not, constitute proceeds of the Term Loan Priority
Collateral.

The Dividends include, but are not limited to:

  (a) a dividend or other distribution from an Asian subsidiary
      in June 2009 in roughly $4,500,000;

  (b) a dividend or other distribution from an Asian subsidiary
      in July 2009 for $6,000,000; and

  (c) any other Dividend made to any of the Debtors from any of
      the Loan Parties' (i) Foreign Subsidiaries, (ii) Visteon
      International Holdings, Inc., or (iii) other Foreign Stock
      Holding Companies in which the Prepetition Term Agent, for
      itself and for the benefit of the Prepetition Term
      Lenders, holds a priority security interest in the equity,
      pursuant to an Intercreditor Agreement and other
      Prepetition Term Loan Documents.

The Stipulation further provides that the segregation of the
Dividends or other distributions in a separate account will not
be interpreted as an admission by the Debtors that the Dividends
constitute proceeds of the Term Loan Priority Collateral or that
the Prepetition Term Lenders have any interest in the Dividends
or distributions under the Intercreditor Agreement or to affect,
improve, or lessen the status of the proceeds of the Dividends or
distributions as Term Loan Priority Collateral pursuant to the
Intercreditor Agreement.

The Debtors agree not to use the Dividends until an order
regarding the use of Dividends is entered by the Court.

As of the Petition Date, the Debtors were parties to certain
credit agreements and related guarantee and security agreements,
which include:

  -- an Amended and Restated Credit Agreement dated April 10,
     2007, in the original principal amount of $1.5 billion,
     among Visteon Corporation, as borrower, certain lenders,
     and Wilmington Trust as administrative agent for the
     Prepetition Term Lenders and as the successor to JPMorgan
     Chase Bank, N.A.;

  -- a Guarantee and Collateral Agreement dated June 13, 2006,
     as amended on April 10, 2007, among Visteon Corporation and
     the guarantors of the obligations under the Prepetition
     Term Loan Agreement and the Prepetition Term Agent;

  -- a Credit Agreement dated August 14, 2006, among certain
     loan parties, Ford Motor Company, as successor-assignee
     sole lender and Ford CCA LLC, as successor-assignee
     collateral guarantor of outstanding letters of credit, each
     as of May 13, 2009, and JPMorgan Chase Bank as
     administrative agent for the Prepetition Asset-Based
     Lending Lenders; and

  -- an Intercreditor Agreement dated June 13, 2006, among the
     Prepetition ABL Agent, the Prepetition Term Agent, Visteon,
     and certain Visteon affiliates.

Wilmington Trust previously said it does not consent to the
Debtors' use of the Term Loan Priority Cash Collateral and Term
Loan Cash Collateral, in particular:

  (i) the Term Loan Cash Collateral comprising of dividends or
      other distributions from Visteon's Foreign Subsidiaries
      and the Asian Subsidiaries, and all payment or other
      amounts received by the Loan Parties in respect of
      intercompany or inter-affiliate debt obligations owing to
      any Loan Party from any Foreign Subsidiary or Foreign
      Investment; and

(ii) the Term Loan Priority Collateral comprising the
      Intellectual Property Collateral, including any IP Cash
      Collateral.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in
Wilmington, Delaware, counsel for Wilmington Trust FSB, stated,
"Since the payment of dividends from Foreign Subsidiaries will
result in a substantial portion of the amount distributed by the
Foreign Subsidiaries being paid as taxes, this inefficiency
further reduces the value available to either the Debtors or the
Prepetition Term Agent and the Prepetition Term Lenders."

In this case, Mr. Abbott asserted, additional adequate protection
is warranted, in the form of an order that makes clear that any
dividends or other distributions from Visteon's Foreign
Subsidiaries and Asian Subsidiaries, and other payments or
amounts received by the Loan Parties in respect of intercompany
or inter-affiliate debt obligations owing to any Loan Party from
any Foreign Subsidiary Foreign Investment cannot be used or
otherwise dissipated by the Debtors and cannot be commingled with
other cash.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Sues Jabil Circuit for Non-Delivery of PCB Tooling
----------------------------------------------------------------
Visteon Corporation commenced an adversary complaint against
Jabil Circuit, Inc., a provider of certain printed circuit board
assemblies used by Visteon to manufacture certain electronic
automotive assemblies, including radios, instrument clusters, and
climate control heads.  Visteon sells the Automotive Assemblies
to original equipment manufacturers, including Ford Motor
Company, Nissan Motor Company, and Honda Motor Company.

In February 2007, Visteon and Jabil entered an outsourcing
agreement under which Visteon would transfer the manufacturing of
the Circuit Board Parts to Jabil and Jabil would supply the Parts
to certain of Visteon facilities.  Consequently, as part of the
transfer, Visteon consigned to Jabil certain specialized tools
and equipment or "Tooling" necessary to manufacture the Parts to
certain of Visteon's facilities.  The Parties began transfer
activities in January 2009 and had planned to complete in-
sourcing of the Parts by September 2009 pursuant to a transfer
plan.

In general, to effect transfer of the Production Parts in
accordance with the Transfer Plan, Jabil returns the consigned
Tooling and assets related to a production line in two stages:

  (1) The Parts must pass specific requirements before OEMs will
      allow them to be used in the Assemblies.  Jabil
      temporarily transfers, or otherwise makes available, the
      Tooling so that Visteon can conduct production validation
      testing.  To conduct testing, Visteon manufactures a
      certain number of Parts with the Tooling and then subjects
      a portion of the Parts to various tests and sends Parts to
      OEMs for their trials and final acceptance.

  (2) After Visteon manufactures Test Parts, it temporarily
      returns the Tooling to Jabil, and Jabil continues to
      manufacture the Parts and supply them to Visteon under the
      terms of the Supply Agreement.

Visteon tells the Court that a week after it filed for
bankruptcy, Jabil notified it that unless it purchased excess
inventory related to the Ford Program or "P131", Jabil would not
comply with the next scheduled transfer.

Visteon adds that it has requested Jabil to turn over the P131
Tooling under the Transfer Plan, but Jabil contended that Visteon
is not entitled to pick up the items.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that although Jabil possesses the
consigned Tooling, Visteon owns it.  He further emphasizes that
the Master Services Agreement prohibits Jabil from using the
Visteon-owned Tooling "in the production, manufacture or design
of any goods or materials except to the order of Visteon."

Mr. Cairns argues that Jabil's postpetition refusal to turn over
the Tooling unless Visteon pays Jabil its prepetition claims
violates Section 362 of the Bankruptcy Code, which prohibits "any
act to obtain possession of property of the estate or of property
from the estate or to exercise control over the property of the
estate."

Accordingly, Visteon asks the Court to:

  (a) order Jabil to turn over and deliver the Tooling to
      it consistent with the agreed upon schedule;

  (b) declare that Jabil have willfully violated the automatic
      stay by intentionally refusing to turn over the Tooling
      and by demanding payment of its prepetition claims as a
      precondition to transfer of the Tooling;

  (c) enjoin Jabil from refusing to turn over and deliver the
      Tooling to Visteon pursuant to Visteon's requests;

  (d) award it both compensatory and punitive damages for
      Jabil's willful violation of the automatic stay;

  (e) award it the costs and attorneys' fees incurred in
      connection with its complaint against Jabil; and

  (f) impose contempt sanctions on Jabil for its deliberate
      disregard of the automatic stay if Jabil fails to comply
      with the terms of any Order issued by the Court within
      one business day of the date of entry.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WYLE HOLDINGS: Moody's Assigns Corporate Family Rating at 'B3'
--------------------------------------------------------------
Moody's Investors Service has assigned Wyle Holdings, Inc. (New)
B3 corporate family and probability of default ratings following
sale of the company's ownership.  The rating outlook is stable.
Additionally, the B2 corporate family and probability of default
ratings of Wyle Holdings, Inc. (Old) have been downgraded to B3,
and will be withdrawn subsequently.  This concludes the ratings
review opened on May 29, 2009.  The actions reflect the conclusion
of the transaction (sponsor-to-sponsor sale of equity and
resulting refinancings) and are subject to Moody's review of final
documentation.

The B3 assignment reflects several considerations: 1) an
expectation of modest interest coverage metrics following raised
interest rates on Wyle's first and second lien debts and the 50%
equity credit that Moody's awarded Wyle's new $200 million
preferred stocks; 2) performance has been weaker than expected
since Wyle acquired RSIS, Inc. in early 2008, which lead to a
$32 million 2008 goodwill write-down and could portend greater
challenge in achieving sustained profitability; 3) a concern that
revised acquisition practices and budget pressures could constrain
backlog growth of defense contractors in coming years; 4) slightly
less liquidity following a reduction in the revolver commitment
size to $25 million from $30 million.

The stable outlook reflects Wyle's adequate liquidity profile,
good working capital efficiency, the presence of long-term
contracts, historically high re-compete win rates, and long-
standing relationships with its government clients.

The rating review has concluded:

Wyle Holdings, Inc. (Old)

  -- Corporate family and probability of default to B3 from B2,
     will be withdrawn

  -- Outlook stable, will be withdrawn

Wyle Holdings, Inc. (New)

  -- Corporate family and probability of default B3

  -- Outlook stable

Wyle Laboratories, Inc.

  -- $25 million first lien revolver due 2014, to B1, LGD 2, 26%
     from Ba3, LGD 3, 31%

  -- $166 million first lien term loan due 2014, B1, LGD 2, 26%
     from Ba3, LGD 3, 31%

Moody's last rating action on Wyle occurred May 29, 2009, when the
ratings, including B2 corporate family, were placed under review
for possible downgrade.

Wyle Holdings, Inc., is a leading provider of engineering and
information technology services to the federal government.  About
two-thirds of the company's revenues are derived from the U.S.
Navy, NASA and the U.S. Air Force.  The company generated 2008
revenue of approximately $750 million.


WYLE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the corporate
credit rating on El Segundo, California-based Wyle Holdings Inc.
to 'B' from 'B+' following the company's announcement that its
acquisition by Court Square Capital Partners was completed.  While
the transaction lowers funded debt at the operating company, the
use of new holding company preferred stock (which Standard &
Poor's treats as debt) increases leverage in S&P's view and
weakens credit protection measures.

"The ratings reflect modest profitability inherent in the
government services business, budget reliance on key U.S. federal
government agencies, and a highly leveraged financial profile,"
said Standard & Poor's credit analyst Martha Toll-Reed.  Solid
positions in the niche government services market, as well as
predictable revenue streams based on a contractual backlog of
business partially offset these factors.


* Conway MacKenzie Launches Texas Offices
-----------------------------------------
Conway MacKenzie has opened offices in Texas.

CM&D Senior Managing Director John T. Young, Jr., is the leader of
the Texas offices.  He has dedicated his career to providing
advisory and interim management services to under-performing and
distressed companies.

Prior to joining CM&D, Mr. Young served as a Principal in the
Interim Management and Corporate Restructuring Practice of a
national restructuring firm.  He has provided a full range of
crisis management services throughout North America to under-
performing companies including interim management and debtor
advisory; bankruptcy preparation and management; litigation
support; post-merger integration and debt restructuring and
refinancing.  Mr. Young's recent casework includes serving as
Chief Restructuring Officer of a well known Houston-based
furniture retailer, financial advisor to Pacific Lumber and Scotia
Pacific while serving as interim Chief Financial Officer of Scotia
Pacific, and serving as a senior member of the Winn-Dixie Stores
restructuring team.  He also served as an officer of Money's Foods
US Inc., a former subsidiary of Vlasic, while in bankruptcy.  Mr.
Young's other experience includes Lone Star Funds, a multi-billion
dollar equity fund and KPMG Peat Marwick LLP.

Mr. Young earned a Master of Business Administration and a
Bachelor of Business Administration degree from Baylor University.
His credentials include: Certified Public Accountant (CPA, Texas),
Certified Turnaround Professional (CTP) and Certified Insolvency
and Restructuring Advisor (CIRA).  Mr. Young currently serves on
the Board of Directors of the Houston chapter of the Turnaround
Management Association.

Conway MacKenzie (CM&D) -- http://www.c-m-d.com-- is a turnaround
consulting and corporate restructuring firms specializing in
turnaround and crisis management, manufacturing operations
consulting and interim executive management, and litigation
support services that maximize value for its clients.  CM&D is
recognized for its expertise at developing solutions for both
performing and under-performing companies; solutions that improve
results regardless of the situation.

Having been a part of the restructuring industry for the past 30
years, CM&D professionals have significant expertise in all
aspects of the bankruptcy process and experience in dealing with
various bankruptcy alternatives.

Services:

   * Turnaround Management Consulting
   * Bankruptcy/Fiduciary Services
   * Operations Consulting
   * Interim Executive Management
   * Performance Improvement
   * Due Diligence Services
   * Low Cost Country Sourcing
   * Litigation Support & Expert Testimony
   * Bankruptcy & Insolvency Matters
   * Economic Damage Claim Quantification
   * Forensic & Fraud Investigations
   * Business Valuations
   * Investment Banking Services
   * Debt Restructuring
   * Mergers & Acquisitions
   * Capital Raising Services

CM&D has built a strong reputation for rapid, hands-on financial,
operational and strategic actions that produce results quickly.
The firm has returned companies to profitability in a number of
industries including: automotive, manufacturing, entertainment,
real estate, homebuilding, agribusiness, retail and grocery,
transportation, consumer products, construction, aerospace,
plastics and heavy industry, among others.

CM&D has been the recipient of many awards, including being
recognized by Turnarounds & Workouts in its annual list of
Outstanding U.S. Turnaround Firms.


* U.S. June Auto Sales May Be Highest This Year, Says Bloomberg
---------------------------------------------------------------
Mike Ramsey at Bloomberg said that the U.S. auto-sales slide may
have slowed in June, with an annual rate of more than 10 million
for the first time this year as consumers gain confidence and
shrug off bankruptcies at General Motors Corp. and Chrysler LLC.

Based on 7 analyst estimates in a Bloomberg Survey, the annual
sales rate for June was 10.1 million cars and light trucks.  That
would be down 26% from 13.6 million a year earlier.

According to Mr. Ramsey, monthly sales, announced later today, may
have slid 36% at Chrysler, 30% at GM and 17% at Ford Motor Co.,
according to the average of five analyst forecasts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 10, 2009
  THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Retail Bankruptcy: What You Need To Know
        Cuba Libre, Atlantic City, N.J.
           Contact: (732) 694 1800 or
                    http://www.icsc.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 7-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: June 19, 2009



                           *********

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 **