TCR_Public/090702.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 2, 2009, Vol. 13, No. 181

                            Headlines


2008 ASSET HOLDING: Case Summary & 2 Largest Unsecured Creditors
2136 WISCONSIN: Involuntary Chapter 11 Case Summary
ADALTIS INC: Fails to Attract New Investors, May Go Bankrupt
ALLEN HENRY CHOY: Case Summary & 20 Largest Unsecured Creditors
AMERICAN COMMUNITY: Closes Sale Deal With Creditors

AMERICAN INT'L: Hike in No. of Shares Rejected; Directors Elected
AMERICREDIT CORP: S&P Downgrades Counterparty Credit Rating to 'B'
ASHLEY GLEN: Doug Weiland's Debt Blocked Pasco Project
ATOMIC PAINTBALL: Files for Bankruptcy Under Chapter 7
AUGER GARAGE: Files for Chapter 11 Bankruptcy Protection

BBZ RESOURCE: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Reaches Settlements With Governmental Authorities
BERNARD MADOFF: SIPC, Trustee Unveil $231MM in Funds for Customers
BIG 10 TIRE: Completes Sale to an Affiliate of Sun Capital
BLUE CHIP RIDING: Case Summary & 10 Largest Unsecured Creditors

BROOKE CORP: Court Converts Case to Chapter 7 Liquidation
CALPINE CORP: Bankr. Court Decision on SAI Trust Claim Reversed
CALPINE CORP: Closes $1-Billion Senior Notes Offering
CALPINE CORP: NY State University Withdraws $5.5-Million Claim
CALPINE CORP: Seeks Approval of Settlement with Noteholders

CENTERPOINT ENERGY: Moody's Gives Positive Outlook on 'Ba1' Rating
CENTUTYTEL INC: Moody's Cuts Ratings on Minority Shelf to 'Ba2'
CHAMPION HOME: Moody's Cuts Corporate Family Rating to 'Caa3'
CHRYSLER LLC: Hikes Retail Market Share, Reports June U.S. Sales
CHRYSLER LLC: New Co Asked to Assume Prepetition Product Claims

CITIGOUP INC: Inks Agreement to Sell NikkoCiti Trust to Nomura
CITY OF EL MONTE: Mulling Bankruptcy to Resolve Financial Woes
CRABTREE & EVELYN: Files for Chapter 11 Bankruptcy Protection
CREATIVE LOAFING: Kirk MacDonald Leaves COO Post & Chicago Reader
CRESCENT RESOURCES: Section 341(a) Meeting Set for August 4

DAN MOSER: Will Likely Liquidate, Says Lawyer
DIGICEL LIMITED: Fitch Assigns 'B-/RR4' Rating on $160 Mil. Notes
DIGICEL LIMITED: Moody's Assigns 'B1' Rating on $160 Mil. Notes
DUNNING BROTHERS: Creditors Invited to Vote for a Trustee
EAST JORDAN: Case Summary & 20 Largest Unsecured Creditors

EDISON FUNDING: Moody's Cuts Ratings on Senior Notes to 'Ba3'
EDISON MISSION: Moody's Downgrades Corporate Family Rating to 'B1'
ELITE LANDINGS: Plan Filing Period Extended to November 15
ENERGY PARTNERS: Quarterly Payments to MMS Hiked to $2.04 Million
ERWIN SHARTZ: Case Summary & 20 Largest Unsecured Creditors

EXCO RESOURCES: S&P Puts 'B' Rating on CreditWatch Positive
EXTENDED STAY: Allowed to Continue Payments to HVM LLC
EXTENDED STAY: Filing Spurs Line Trust Suit vs. Lichtenstein
EXTENDED STAY: Has Access to Cash Collateral Until July 17
EXTENDED STAY: Seeks to Hire Lazard As Financial Adviser

EXTENDED STAY: U.S. Trustee Appoints 5-Member Creditors' Panel
FIRSTPLUS FINANCIAL: Wants to Hire Cox Smith as Attorneys
FLEETWOOD ENTERPRISES: Cavco Wants to Buy Firm for $28.9 Million
FORD MOTOR: June 2009 Sales Down 11% From Year Ago
FORD MOTOR: DOE Pledges $5.9BB Funding; Loan Pacts May Be Revised

FRONTIER AIRLINES: Davis Polk's $1.9MM Fees For Dec.-March Okayed
FRONTIER AIRLINES: Gets Court OK to Ink AERCAP Lease Agreements
FRONTIER AIRLINES: Gets Nod to Amend Employee Stock Ownership Plan
FRONTIER AIRLINES: Inks Codeshare Partnership with Midwest
FRONTIER AIRLINES: To Enter Into Bombardier Aircraft Financing

G & S METAL: Proposes Baker & Daniels as Counsel
GARBER CAPITAL: S&P Cuts Rating on $12.8MM Bonds to 'BB+/B'
GENERAL MOTORS: Stockholders Won't Receive Distributions
GENERAL MOTORS: June 2009 Sales Down 33.6% From Last Year
GENERAL MOTORS: New Co Asked to Assume Prepetition Product Claims

GENERAL MOTORS: Court Denies Request for Asbestos Committee
GENERAL MOTORS: Tort Claimants Withdraw Request for Own Committee
GENERAL MOTORS: U.S. Treasury Directed to Produce GM-Related Docs
GENERAL MOTORS: M&T TRUST Seeks to Recover 27 Vehicles
GENERAL MOTORS: Solons Urge Treasury to Support Retiree Benefits

GEORGIA GULF: Extends Private Debt Exchange Offers to July 15
GLOBAL SAFETY: Case Summary & 30 Largest Unsecured Creditors
GREAT ATLANTIC: S&P Cuts Corporate Credit Rating to 'B'
GREDE FOUNDRIES: Files for Chapter 11 Bankruptcy Protection
GREDE FOUNDRIES: Case Summary & 20 Largest Unsecured Creditors

HANSCOM FAMILY: S&P Corrects Ratings on Military Housing Bonds
HARTFORD FINANCIAL: Fitch Cuts Ratings on Two Classes to 'BB'
HEREFORD BIOFUELS: Can Use Lenders' Cash Collateral Until July 31
HORIZON NATURAL: Zurich's Administrative Claim Disallowed by Court
IRVINE SENSORS: Nasdaq Listing Continues; Report Due Oct. 27

IRVINE MEDICAL: Taps Goe & Forsythe as Bankruptcy Counsel
ISA CAPITAL: Fitch Affirms Issuer Default Rating at 'BB'
JEFFERIES GROUP: Fitch Affirms Subordinated Debt Rating at 'BB+'
JMK LIMITED: S&P Cuts Rating on $4.2 Million Bonds to 'BB+/B'
JOHN FREDERICK: Taps Wendel Rosen as Counsel

KB TOYS: Seeks Court Approval to Sell Intellectual Property
KENNETH HAM: Case Summary & 12 Largest Unsecured Creditors
KUENZI COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
LEAR CORP: Reaches Restructuring Pact, To File Shortly for Ch. 11
LEHMAN BROTHERS: Cross-Border Insolvency Protocol Approved

LEHMAN BROTHERS: Gets Nod to Probe Barclays Over LBI Sale
LEHMAN BROTHERS: LCPI Seeks to Sell Shares of Delta Topco & Prefco
LEHMAN BROTHERS: Obtains Court Nod to Inject $50MM to Aurora Bank
LEHMAN BROTHERS: Obtains Court Nod to Inject Funds to ARS Holdings
LEHMAN BROTHERS: Seeks to Assume Trade Confirmations With Basso

LEHMAN BROTHERS: Seeks to Enter Into Confirmation Letter With HSHN
LEHMAN BROTHERS: Seeks to Grant Priority Liens to Broker Dealers
LYONDELL CHEMICAL: James Gallogly May be Paid $32 Million as CEO
MAGNACHIP SEMICONDUCTOR: Files Schedules of Assets and Debts
MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'CC' From 'SD'

MICHAEL VICK: Will Submit Amended Reorganization Plan on Thursday
MICHIGAN STRATEGIC: S&P Cuts Rating on $8 Million Bonds to 'BB+/B'
MILACRON INC: Extends Closing of Avenue Capital Deal to July 16
MOODY FAMILY: S&P Corrects Ratings on Military Housing Bonds
NEWPAGE CORPORATION: Moody's Junks Corporate Family Rating

NORTHWOOD HILLS COUNTRY: Voluntary Chapter 11 Case Summary
NORTHWOOD PROPERTIES: Ch. 7 Trustee Taps KPMG CF as Sales Agent
OAKLAND CNTY: S&P Cuts Rating on $5 Million Bonds to 'BB+/B'
PACIFIC LIFESTYLE: Plan Filing Period Extended to November 30
PANOLAM INDUSTRIES: Reaches Pact to Restructure Senior Sub Notes

PATRICK FAMILY: S&P Corrects Ratings on Military Housing Bonds
PERFORMANCE TRANS: Court Sets New Administrative Expense Bar Date
PHOENIX COYOTES: NHL Backs Jerry Reinsdorf's $148 Million Bid
PHOENIX WORLDWIDE: Files for Chapter 11 Bankruptcy Protection
PHOENIX WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors

POLYONE CORP: S&P Affirms Corporate Credit Rating at 'B-'
PRIMUS TELECOM: Emerges From Chapter 11; New Stock to Trade at OTC
RDC EQUITIES: S&P Cuts Rating on $15.41 Million Bonds to 'BB+/B'
REDBIRD MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
RONA DISTRIBUTORS: Case Summary & 20 Largest Unsecured Creditors

ROSARIO'S MEXICAN: Weak Sales Led to Ch 11 Bankruptcy & Closure
SCHOOLCRAFT: Case Summary & 20 Largest Unsecured Creditors
SENCORP INC: PBGC Assumes Pension Plan for 2,590 Workers
SIX FLAGS: Files 2007 & 2008 401(K) Plan Reports
SIX FLAGS: U.S. Trustee Appoints 7 Members to Creditors Committee

SOLARIS DENTISTRY: Case Summary & 16 Largest Unsecured Creditors
SOTHEBY'S: Amendment Won't Affect S&P's 'BB-' Rating & Outlook
SOUTHERN HOME: Case Summary & 20 Largest Unsecured Creditors
STANDARD MOTOR: Moody's Upgrades Corporate Family Rating to 'Caa1'
STATER BROS: S&P Affirms Corporate Credit Rating at 'B+'

STOCK BUILDING: Emergence from Ch. 11 With $150MM Credit Facility
THREE RIVERS: Case Summary & 14 Largest Unsecured Creditors
TRANS ENERGY: Goodbye GBH CPAs, Hello Maloney + Novotny
TRW AUTOMOTIVE: Fitch Downgrades Issuer Default Rating to 'B-'
TUMBLEWEED INC: Can Use Lenders' Cash Collateral Until July 14

TUSKEENA GREENVILLE: Case Summary & 1 Largest Unsecured Creditor
TWIN CITIES STORES: Case Summary & 20 Largest Unsecured Creditors
UTGR INC: Lenders Will Take Over Twin River Facility
VIASYSTEMS INC: Moody's Changes Outlook on 'B3' Rating to Negative
WHITNEY HOLDING: Fitch Downgrades Preferred Stock Rating to 'BB+'

WINDSOR FINANCING: S&P Cuts Rating on $268.5 Mil. Bonds to 'B+'
WOODMONT TCI GROUP: Voluntary Chapter 11 Case Summary
ZILA INC: Signs Agreement and Plan of Merger with Tolmar
ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB+'
ZOUNDS INC: Court Establishes July 3 General Claims Bar Date

ZOUNDS INC: Court Increases DIP Financing Amount to $1,250,000
ZOUNDS INC: Explains Terms of Proposed Chapter 11 Plan

* Aram Ordubegian Joins Arent Fox's Bankruptcy Practice as Partner

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


                            *********

2008 ASSET HOLDING: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 2008 Asset Holding Corp.
           dba GSC Capital Corp.
        888 Seventh Avenue, 26th Floor
        New York, NY 10019

Bankruptcy Case No.: 09-14264

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
      TRS Corp.                                    09-14265
      QRSRE Corp.                                  09-14266

Chapter 11 Petition Date: June 30, 2009

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

Debtor's Counsel: Shannon Lowry Nagle, Esq.
                  O'Melveny & Myers, LLP
                  7 Times Square
                  New York, NY 10036
                  Tel: (212) 326-2000
                  Fax: (212) 326-2061
                  Email: snagle@omm.com

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

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

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

     http://bankrupt.com/misc/nysb09-14264.pdf

The petition was signed by Edward S. Steffelin, president of the
Company.


2136 WISCONSIN: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: 2136 Wisconsin, LLC
                478 Elden Street, #201
                Herndon, VA 20170

Case Number: 09-15236

Involuntary Petition Date: June 30, 2009

Court: Eastern District of Virginia (Alexandria)

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Cengiz Ozsinanlar              unstated             unstated
2200 Arlington Terrace
Alexandria, VA 22303

Jerald Clark                   unstated             unstated
3530 T Street, NW
Washington, DC 20007


ADALTIS INC: Fails to Attract New Investors, May Go Bankrupt
------------------------------------------------------------
The Canadian Press reports that Adaltis Inc. said that it has
failed to attract new investors or secure other financing for
ongoing operations and may go bankrupt.  Adaltis said in a
statement that it is running out of money to fund operations and
is "assessing various alternatives, including a potential
assignment in bankruptcy."

Headquartered in Montreal, Canada, Adaltis Inc. (TSX: ADS) --
http://www.adaltis.com/-- is an international in-vitro diagnostic
company.  Adaltis develops, manufactures and markets in-vitro
diagnostic systems and reagent products to detect viral
infections, diagnose immune system diseases, and measure human
hormone responses.


ALLEN HENRY CHOY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Allen Henry Choy, LLC
           dba Al's Alaskan Inn
        7830 Old Seward Highway
        Anchorage, AK 99518

Bankruptcy Case No.: 09-00429

Chapter 11 Petition Date: June 29, 2009

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: David H. Bundy, Esq.
                  3201 C Street, Suite 301
                  Anchorage, AK 99503
                  Tel: (907) 248-8431
                  Fax: (907) 248-8434
                  Email: dhb@alaska.net

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

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

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

          http://bankrupt.com/misc/akb09-00429.pdf

The petition was signed by Allen Henry Choy, member of the Debtor.


AMERICAN COMMUNITY: Closes Sale Deal With Creditors
---------------------------------------------------
Business First of Columbus reports that creditors have closed a
$32 million deal with American Community Newspapers LLC to
purchase the Company.

According to Business First, the U.S. Bankruptcy Court for the
District of Delaware already approved selling American Community
assets that are free of liens, claims, and other interests.
Business First states that creditors then formed a company,
American Community Newspapers II LLC, to pursue the purchase.

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- claims to be one
of the top community newspaper publishers in the United States
based on circulation, and operates in four of the most attractive
major U.S. markets: Minneapolis -- St. Paul, Columbus, Dallas --
Fort Worth and Suburban Washington, D.C. -- Northern Virginia.
The Company's award winning group of 86 newspapers and fourteen
niche publications reaches approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The
Debtors proposed Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  When the Debtors
filed for protection from their creditors, they listed assets
between $50 million and $100 million, and debts between
$100 million and $500 million.


AMERICAN INT'L: Hike in No. of Shares Rejected; Directors Elected
-----------------------------------------------------------------
Shareholders of American International Group, Inc., have elected
eleven directors at the company's annual meeting of shareholders
and voted to support six of the seven proposals submitted by AIG.
An amendment to increase the authorized number of shares of AIG
Common Stock was not approved.  As the AIG Board recommended,
shareholders withheld support for the three shareholder proposals
submitted for consideration.  Nominees to the Board were elected
with shares in favor of 95 percent or more.  The results:

(a) Elected eleven directors as follows:

    Nominee                Shares For      Shares Withheld
Abstained
    ---------------------  --------------  ---------------  ------
----
    Dennis D. Dammerman    11,938,113,848  422,721,838
48,081,980
    Harvey Golub           12,212,248,475  147,050,579
49,618,612
    Laurette T. Koellner   11,957,954,654  401,282,148
49,680,864
    Edward M. Liddy        11,940,512,780  425,652,019
42,752,867
    Christopher S. Lynch   11,946,435,744  417,191,338
45,290,584
    Arthur C. Martinez     11,916,844,822  442,237,884
49,834,960
    George L. Miles, Jr.   11,796,090,907  547,204,186
65,622,573
    Robert S. Miller       11,903,879,215  456,583,807
48,454,644
    Suzanne Nora Johnson   11,941,841,333  418,961,112
48,115,221
    Morris W. Offit        11,810,838,096  530,417,710
67,661,860
    Douglas M. Steenland   11,936,491,704  421,986,728
50,439,234
    ---------------------  --------------  ---------------  ------
----

There were no broker non-votes.

(b) Approved by a vote of 12,152,103,773 shares for and
    223,994,011 shares against, with 32,819,882 shares abstaining,
    a non-binding shareholder resolution to approve executive
    compensation.

(c) Failed to approve, by failure to receive the vote of a
    majority of the outstanding common stock, a proposal to amend
    AIG's Restated Certificate of Incorporation to increase the
    authorized shares of common stock from 5,000,000,000 shares to
    9,225,000,000 shares, although the class vote of the common
    stock was 1,229,406,549 shares for and 515,550 521 shares
    against, with 21,701,796 shares abstaining, and the combined
    vote of the common stock and the Series C Preferred Stock was
    11,871,665 349 shares for and 515,550,521 shares against, with
    21,701,796 shares abstaining.

(d) Approved by a vote of 12,133,960,487 shares for and
    228,802,024 shares against, with 46,155,155 shares abstaining,
    a proposal to amend AIG's Restated Certificate of
    Incorporation to effect a reverse stock split of AIG's
    outstanding common stock at a ratio of one-for-twenty.

(e) Approved by a vote of 10,863,510,490 shares for and
    560,128,380 shares against, with 4,156,043 shares abstaining,
    a proposal to amend AIG's Restated Certificate of
    Incorporation to increase the authorized shares of preferred
    stock from 6,000,000 shares to 100,000,000 shares.

(f) Approved by a vote of 11,089,731,042 shares for and
    329,484,803 shares against, with 8,579,068 shares abstaining,
    a proposal to amend AIG's Restated Certificate of
    Incorporation to (i) permit AIG's Board of Directors to issue
    series of preferred stock that are not of equal rank and (ii)
    cause the Series E Fixed Rate Non-Cumulative Perpetual
    Preferred Stock, the Series F Fixed Rate Non-Cumulative
    Perpetual Preferred Stock and any other series of preferred
    stock subsequently issued to the United States Department of
    the Treasury to rank senior to all other series of preferred
    stock.

(g) Approved by a vote of 11,106,060,210 shares for and
    313,840,324 shares against, with 7,894,379 shares abstaining,
    a proposal to amend AIG's Restated Certificate of
    Incorporation to eliminate any restriction on the pledging of
    all or substantially all of the property or assets of AIG.

(h) Approved by a vote of 11,921,112,861 shares for and
    462,631,785 shares against, with 25,173,020 shares abstaining,
    a proposal to ratify the selection of PricewaterhouseCoopers
    LLP as AIG's independent registered public accounting firm for
    2009.

(i) Rejected by a vote of 420,131,927 shares for and
    10,999,792,794 shares against, with 7,870,192 shares
    abstaining, a shareholder proposal relating to executive
    compensation retention upon termination of employment.

(j) Rejected by a vote of 525,096,995 shares for and
    10,894,674,277 shares against, with 8,023,641 shares
    abstaining, a shareholder proposal relating to special
    meetings of shareholders.

(k) Rejected by a vote of 300,298,291 shares for and
    11,117,264,111 shares against, with 10,232,511 shares
    abstaining, a shareholder proposal relating to reincorporation
    of AIG in North Dakota.

             NYSE Corrects Web Notice Regarding AIG

The New York Stock Exchange erroneously posted on nyse.com on
July 1 a notice of suspension and delisting for AIG.  AIG is not
subject to suspension and delisting, and was not responsible for
the error.  The post was removed upon discovery.

              Alico Announces Rebranding Initiative

American Life Insurance Company (Alico) has launched a rebranding
initiative as the company enters a new and exciting chapter in its
history.  The rebranding initiative will see a bold, new brand
visual identity progressively rolled out across its fifty-four
markets worldwide.

The new brand visual identity is a symbolic representation of
Alico's future separation from AIG and evocative of its heritage
as a global insurer that has enjoyed tremendous success throughout
its history, with a significant presence in every region across
the globe.

Alico's operations in Western Europe, the UK, and some areas in
Latin America will be re-named, subject relevant regulatory
approvals, from their legacy brands to Alico.

"Alico is a strong brand with a proud heritage.  Since its
inception in 1921, Alico has built a reputation for delivering
market-leading products and services to our customers," said
Rodney O. Martin, Jr., Alico Chairman and Chief Executive officer.
"Today's announcement builds on that heritage, enhancing Alico's
public profile and re-establishing the customer loyalty and brand
equity the company established over its eighty-eight year history.
The rebranding, coupled with the future independence of Alico will
ensure that we retain and fully capitalize our cherished position
as a leading global insurer, and provide a strong and stable
platform for continued growth."

                   About American International

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

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

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

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


AMERICREDIT CORP: S&P Downgrades Counterparty Credit Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on AmeriCredit Corp. to 'B' from
'B+' and its senior unsecured debt rating to 'B-' from 'B'.  S&P
removed the ratings from CreditWatch Negative, where they were
placed Oct. 29, 2008.  The outlook is negative.

"The downgrade reflects S&P's expectation that AmeriCredit's asset
quality will continue to deteriorate, particularly given that
consumer credit losses generally correlate to unemployment, which
S&P expects to exceed 10% in the U.S. by mid-2010," said Standard
& Poor's credit analyst Rian M. Pressman, CFA.  Net credit losses
will be further exacerbated by depressed recovery rates on
repossessed vehicles (which remain materially below those realized
in recent years) and increased portfolio seasoning.  In the
seasonally weaker second half of the calendar year, S&P expects
elevated credit provisions to continue to restrain GAAP
profitability.  AmeriCredit has tightened credit standards,
leading to better relative performance for post-March 2008
originations, which comprise approximately one-quarter of its
total receivables portfolio.

S&P views management's success in amending and extending its
Master Warehouse credit facility in March 2009 as a positive
development, which has allowed AmeriCredit to continue originating
receivables.  The Master Warehouse was extended to March 2010,
loan covenants were modified to give AmeriCredit additional
financial flexibility, and the 364-day aging provision was
eliminated.  S&P believes the $1.1 billion in funding capacity is
adequate to support reduced origination levels approximating
$200 million-$250 million per quarter.  AmeriCredit has also
benefited from the repurchase and repayment of unsecured debt
during its 2009 fiscal year and has no unsecured debt maturities
until September 2011.

AmeriCredit has largely been able to execute securitization
transactions through the credit crunch because of arrangements it
negotiated with Deutsche Bank and other market participants.
AmeriCredit is currently marketing a TALF-eligible senior-
subordinated securitization.  In S&P's view, this would be an
important first step in regaining access to the public asset-
backed securities markets.

The negative outlook reflects S&P's view that, given the
recessionary economic environment, asset quality, liquidity, and
profitability could continue to weaken to a level inconsistent
with the current rating.  It also reflects AmeriCredit's
dependence on securitization transactions for long-term funding
given the continued fragility of the ABS markets.  The
stabilization of AmeriCredit's long-term funding profile (either
through its demonstrated ability to access the public ABS markets
consistently or secure other long-term funding arrangements) may
result in a more favorable outlook, provided asset quality,
profitability, and capital remain acceptable for its rating level.
S&P may lower the rating if AmeriCredit cannot stabilize its long-
term funding profile, or if asset quality, liquidity, and
profitability deteriorate appreciably beyond S&P's current
expectations.


ASHLEY GLEN: Doug Weiland's Debt Blocked Pasco Project
------------------------------------------------------
Court documents say that developer Doug Weiland's debt has stopped
the Ashley Glen project.

Mr. Weiland is chief executive of JES Properties, owner of Ashley
Glen LLC and Riverwood LLC.  Business Journal previously reported
that that JES Properties is at risk of losing Ashley Glen to
Mercantile Bank.  According to Business Journal, JES Properties
Chief Executive Officer Douglas Weiland has a $8.9 million
contract to sell 43 of the 260 acres to national apartment
developer WP South Acquisitions LLC, also known as Wood Partners.

Laura Kinsler at The Tampa Tribune reports that Mr. Weiland who
had appeared before the Pasco County Commission several times
seeking permission to begin grading a portion of his Ashley Glen
property so he could sell it to an apartment developer, now says
that he can't afford to do so.

The Tampa Tribune quoted Alberto Gomez as saying, "The Mass
Grading will take 60 days.  The permits are in hand, as identified
above.  However, Ashley Glen currently lacks the financing
($600,000) necessary to complete the program."

Palm Harbor, Florida-based Ashley Glen LLC is a 260-acre mixed-use
project planned for the northeast intersection of State Road 54
and the Suncoast Parkway in Pasco County.  The Company and its
affiliate Riverwood LLC filed for Chapter 11 bankruptcy protection
on June 25, 2009 (Bankr. M.D. Fla. Case No. 09-13611).  Ashley
Glen listed $10 million to $50 million in assets and $10 million
to $50 million in debts.


ATOMIC PAINTBALL: Files for Bankruptcy Under Chapter 7
------------------------------------------------------
Atomic Paintball filed for Chapter 7 protection with the
U.S. Bankruptcy Court in the Northern District of Texas,
BankruptcyData.com reported.  Under Chapter 7, all claims in
existence prior to the Debtor's filing of the petition for relief
under the U.S. Bankruptcy Code are stayed, repotr says.

The report relates that the company does not have any significant
operations but plans to own and operate paintball facilities and
provide services and products in connection with paintball sport
activities.

The company is represented by J. Michael McBride, the report
notes.

Atomic Paintball offers paintball sports activities.


AUGER GARAGE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
John Brewer at The Pioneer Press reports that Auger Garage Inc.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Minneapolis.

According to court documents, Auger Garage listed $0 to $50,000 in
assets and $100,001 to $500,000 in debts.

The Pioneer Press states that Auger Garage's bankruptcy filing is
an apparent effort to stave off creditors, including the Internal
Revenue Service.  Court documents say that Auger Garage's owner,
Mayor Paul Auger, owes the IRS about $186,000.  Mayor Auger, The
Pioneer Press relates, owes the state about $5,000.  Before Auger
Garage filed for bankruptcy, the IRS shut down the Company's shop
at Fourth Street and Bald Eagle Avenue, The Pioneer Press states.
Mayor Auger, The Pioneer Press states, said that the closure was
due to ongoing problems with his federal taxes, but the shop has
been reopened.

Auger Garage, according to The Pioneer Press, has had several
liens -- claims of unpaid taxes -- filed against him and his
business since March 2006.  The Department of Revenue and the IRS
filed liens against Auger Garage in September 2008, totaling
$232,142, The Pioneer Press reports.

Auger Garage Inc. is an auto repair business owned by White Bear
Lake's mayor, Paul Auger.


BBZ RESOURCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: BBZ Resource Management, Inc.
        230 East Brown, Suite 117
        Mesa, AZ 85201

Bankruptcy Case No.: 09-14825

Chapter 11 Petition Date: June 29, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Daniel E. Garrison, Esq.
               Law Offices of Daniel E. Garrison PLLC
               7114 E Stetson Drive, Suite 300
               Scottsdale, AZ 85251
               Tel: (480) 421-9449
               Fax: (480) 522-1515
               Email: dan@andantelaw.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 Justin Elenburg, president of the
Company.


BEAZER HOMES: Reaches Settlements With Governmental Authorities
---------------------------------------------------------------
Beazer Homes USA, Inc., has resolved several previously-disclosed
governmental investigations.  The Company has entered into a
deferred prosecution agreement with the U.S. Attorney's Office for
the Western District of North Carolina and a settlement agreement
with the U.S. Department of Housing and Urban Development (HUD)
and the civil division of the Department of Justice.  In addition
certain of the Company's subsidiaries have entered into a
settlement agreement with the North Carolina Real Estate
Commission.

Since issues involving the Company's mortgage origination business
and financial reporting irregularities came to light, the Company
has fully cooperated with the investigations by governmental
authorities.  In addition, the Company's Audit Committee conducted
an independent investigation into these matters.  In February
2008, the Company voluntarily exited the mortgage origination
business and in May 2008, the Company completed the restatement of
certain prior period financial statements and implemented changes
in its internal controls over financial reporting.

"We deeply regret these matters and have used what we have learned
to strengthen our control and compliance culture and reinforce our
absolute commitment to act according to the highest standards of
ethical conduct throughout our organization.  We are pleased that
the governmental authorities recognized our cooperation and
remedial measures," said Ian J. McCarthy, Beazer Homes president
and chief executive officer.

These settlements enable the Company to close an unfortunate
chapter in its history and focus its efforts on executing the
Company's financial and operating business plan for the benefit of
the Company's shareholders, employees, and customers.

Deferred Prosecution Agreement with the U.S. Attorney

Under the DPA, the U.S. Attorney has agreed not to prosecute the
Company in connection with the matters that were the subject of
the Audit Committee investigation and are set forth in a Bill of
Information filed with the United States District Court for the
Western District of North Carolina, provided that the Company
satisfies its obligations under the DPA over the next 60 months.
The term of the DPA may be less than 60 months in the event
certain conditions, as described more fully in the DPA, are met.
The DPA recognizes the cooperation of the Company, its voluntary
disclosure and its adoption of remedial measures.

Under the terms of the DPA, in fiscal year 2009, the Company will
contribute $7.5 million to a restitution fund established to
compensate those Beazer Homes customers who can demonstrate that
they were injured by certain of the practices identified in the
Bill of Information.  For fiscal year 2010 the Company will
contribute to the restitution fund the greater of $1.0 million or
an amount equal to 4% of the Company's fiscal 2010 adjusted EBITDA
as defined in the DPA.  The Company's liability in each of the
fiscal years after 2010 will also be equal to 4% of the Company's
adjusted EBITDA through a portion of fiscal year 2014, unless
extended.  Under the terms of the DPA, the Company's total
contributions to the restitution fund will not exceed
$50.0 million.

Settlement Agreement with HUD

Under the terms of the settlement agreement with HUD and the civil
division of the Department of Justice, the Company will make an
immediate payment of $4.0 million to HUD to resolve civil and
administrative investigations.  In addition, on the first
anniversary of the agreement, the Company will make a $1.0 million
payment to HUD.

If the amounts paid into the restitution fund with the U.S.
Attorney do not reach $48.0 million at the end of 60 months, the
restitution fund term will be extended using the adjusted EBITDA
formula until the earlier of an additional 24 months or the time
the Company's contribution reaches $48.0 million.

The amounts paid to the U.S. Attorney for contribution into the
restitution fund and payments to HUD do not include the
$2.5 million contributed to resolve the investigation by the North
Carolina Office of the Commissioner of Banks which was previously
announced by the Company in May 2009, although this amount will be
counted as part of the Company's maximum obligation to the
restitution fund.

As previously disclosed, the Company recognized expense in the
quarter ended March 31, 2009, of $10.5 million for the amounts yet
to be paid in fiscal years 2009 and 2010.  The Company will
recognize additional expense in the quarter ended June 30, 2009,
of $3.0 million.  In recognition of the financial challenges
currently facing the Company, Mr. McCarthy and Michael Furlow,
executive vice president and chief operating officer, have
voluntarily contributed to the Company an amount equal to the
after-tax proceeds of their fiscal 2008 bonuses to defray part of
its initial payment to the restitution fund.

The Company's payment obligations under the DPA and the settlement
agreement with HUD are interrelated.  The total amount of such
obligations will be dependent on several factors; however, the
maximum liability under both agreements and the previously
announced agreement with the OCOB will not exceed $55.0 million.

Agreement with NCREC

With respect to the NCREC, Beazer/Squires Realty, Inc., and Beazer
Homes Corp. each has agreed to the entry of a consent order
regarding violations of certain North Carolina statutes.  Under
the respective consent orders, the NCREC agreed that a reprimand
of Beazer Homes would not be issued as long as Beazer Homes
completed certain remedial measures and that the broker license
held by Beazer/Squires is revoked.  The broker license held by
Beazer/Squires has been on inactive status since October 2007.
There is no monetary payment by the Company or its subsidiaries
under either of the consent orders.

The consent orders conclude the investigation by the NCREC into
these matters with respect to the Company.

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'CCC' from 'CCC+' due to a
large second-quarter net loss that further eroded shareholder
equity, raised the company's already-high leverage ratios, and
increased covenant pressures.  The outlook is negative.  S&P also
lowered its ratings on the company's senior unsecured notes to
'CCC-' from 'CCC'.  S&P's '5' recovery rating, indicating S&P's
expectation for a modest (10%-30%) recovery in the event of
default, is unchanged.  "Our rating actions follow a larger-than-
anticipated net loss during Beazer's second fiscal quarter, ended
March 31, 2009," said Standard & Poor's credit analyst James
Fielding.


BERNARD MADOFF: SIPC, Trustee Unveil $231MM in Funds for Customers
------------------------------------------------------------------
A total of $231 million in Securities Investor Protection
Corporation funds has been committed in the determination of 543
claims submitted by Bernard L. Madoff Investment Securities LLC
investors, according to Irving H. Picard, the court-appointed
trustee for the liquidation of BLMIS under the Securities Investor
Protection Act, and SIPC President Stephen Harbeck.

As such, the amount of SIPC funds committed in the Madoff
liquidation exceeds the total amount paid in the previous 11
largest SIPA liquidations.  The amount reflects major progress
since May 14, 2009, when Messrs. Picard and Harbeck announced a
total of $61.4 million in SIPC funds committed in determination
letters sent to 125 BLMIS claimants.

These 543 determined customer claims have been allowed in the
total amount of $2.972 billion, including $2.741 billion in
allowed customer claims that exceed the statutory limit of SIPA
protection.  Under SIPA, customers with allowed claims share on a
pro-rata basis in customer property recovered by the Trustee.
SIPC-funded protection is only used to supplement the distribution
up to the statutory limit of $500,000 per customer on allowed
claims.  For that purpose, SIPC maintains a special reserve fund
authorized by Congress to help investors at failed brokerage
firms.

The only source of payment for the portion of these and other
allowed claims in excess of the $500,000 from SIPC is the recovery
of BLMIS property by the Trustee through the various actions he
has and will undertake, including avoidance actions and other
recoveries of BLMIS property.

It is the Trustee's intent, pursuant to SIPA, to submit a motion
at an appropriate time in the future for an order of the
Bankruptcy Court to allocate to the fund of customer property the
funds and other property he has recovered and will recover and to
distribute customer property pro rata among BLMIS customers with
allowed claims.

Messrs. Picard and Harbeck once again sought to dispel incorrect
information surrounding the BLMIS liquidation proceeding: They
stressed that trustee expenses are not paid out of customer
property.  Mr. Harbeck said, "Contrary to what has been suggested
by some entirely ill-informed parties, all of the expenses of this
work have been paid for by SIPC.  Customer funds are never used to
pay for administrative expenses in a liquidation proceeding."

                       Last Minute Claims

Claims must be received on or before Thursday, July 2, 2009, by
the Trustee's claims agent, AlixPartners LLP.

To assure timely receipt, last-minute filers can deliver their
claims by hand to AlixPartners LLP c/o the Trustee's law firm,
Baker & Hostetler LLP, 45 Rockefeller Plaza, New York, NY 10111
until midnight, Thursday, July 2, 2009.

                            About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency case
to recover funds.

The statute that created SIPC provides that customers of a failed
brokerage firm receive all non-negotiable securities -- such as
stocks or bonds -- that are already registered in their names or
in the process of being registered.  At the same time, funds from
the SIPC reserve are available to satisfy the remaining claims of
each customer up to a maximum of $500,000.  This figure includes a
maximum of $100,000 on claims for cash.  From the time Congress
created it in 1970 through December 2008, SIPC has advanced
$520 million in order to make possible the recovery of
$160 billion in assets for an estimated 761,000 investors.

           About Bernard L. Madoff Investment Securities

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

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

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

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

As reported by the TCR, Judge Denny Chin of the U.S. District
Court for the Southern District of New York on June 29, 2009,
sentenced Mr. Madoff to 150 years of life imprisonment for
defrauding investors.


BIG 10 TIRE: Completes Sale to an Affiliate of Sun Capital
----------------------------------------------------------
Big 10 Tire Stores, Inc., completed the sale of its operations to
New Big 10 Tire Stores, Inc., an affiliate of Sun Capital
Partners, Inc.

The parent company of Big 10 filed for voluntary protection under
Chapter 11 of the Bankruptcy Code in April 2009 in the U.S.
Bankruptcy Court for the District of Delaware.  To facilitate a
smooth restructuring process and allow for a sale of the ongoing
business, an affiliate of Sun Capital agreed to provide a debtor-
in-possession loan facility to Big 10 upon the bankruptcy filing.
The DIP financing provided operational and financial stability as
Big 10 proceeded to improve its capital structure and strengthen
its competitive position to return the business to its long-term
growth track.

New Big 10 served as the stalking horse bidder for Big 10's assets
under Section 363 of the U.S. Bankruptcy Code.

The Troubled Company Reporter on April 30, 2009, citing a report
by William Rochelle at Bloomberg News, said rather than using
cash, the Sun Capital affiliate would pay for the business using
its pre-bankruptcy secured loans totaling almost $25 million and
as much as $3 million in secured financing provided for the
Chapter 11 effort.

The Bankruptcy Court approved the sale on June 26, 2009.

New Big 10 is a top ten independent tire dealer in North America,
with a market leading position in 8 of 11 of its key markets
throughout Alabama, Florida, and Georgia.  In addition to tire
sales, New Big 10 provides services such as tire rotations, oil
changes, belts, hoses, parts and warranty sales.

"Through the bankruptcy process and with the support of New Big
10, we were able to successfully reorganize the business while
maintaining normal operations with our vendors and employees and
providing continuous service to our loyal customers," said Don
Kennemer, President and Chief Executive Officer, New Big 10 Tires.
"We have emerged with a stronger balance sheet and a leaner, more
focused organization that will strengthen our value proposition
and reputation for superlative service."

Matthew N. Garff, Principal, Sun Capital Partners, Inc., added,
"New Big 10 Tires has completed an important step on its return to
financial stability and future growth.  The restructuring has
allowed the Company to reduce its costs and improve its capital
structure.  We look forward to working with Don Kennemer and the
management team to position New Big 10 for future growth."

                    About Sun Capital Partners

Sun Capital Partners, Inc. -- http://www.SunCapPart.com/-- is a
private investment firm focused on leveraged buyouts, equity,
debt, and other investments in market-leading companies that can
benefit from its in-house operating professionals and experience.
Sun Capital affiliates have invested in and managed more than 200
companies worldwide since Sun Capital's inception in 1995 with
combined sales in excess of $40 billion.  Sun Capital has offices
in Boca Raton, Los Angeles and New York, and affiliates with
offices in London, Paris, Frankfurt, and Shenzhen and Shanghai,
China.

Sun Capital has closed 161 transactions from 2002 through 2008,
including 30 acquisitions in 2005, 33 transactions in 2006, 39
transactions in 2007 and 26 transactions in 2008 and was the
recipient of the M&A Advisor Private Equity Firm of 2009 award.

                        About Big 10 Tires

Headquartered in Mobile, Alabama, Big 10 Tires Stores Inc. --
http://www.big10tires.com/-- offers an array of tire products
consists of performance, light truck and sport utility and all-
season touring tires in Alabama, Georgia and Florida.  The Company
and three of its affiliates filed for protection on April 2, 2009
(Bankr. D. Del. Lead Case No. 09-11173).  Chad A. Fights, Esq.,
and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million in their filing.


BLUE CHIP RIDING: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Blue Chip Riding Club, Inc.
        572 East Branch Road
        Patterson, NY 12563

Bankruptcy Case No.: 09-36721

Chapter 11 Petition Date: June 29, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $3,126,633

Total Debts: $2,555,386

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

          http://bankrupt.com/misc/nysb09-36721.pdf

The petition was signed by Virginia Smith, secretary of the
Company.


BROOKE CORP: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
The Hon. Dale L. Somers of the U.S Bankruptcy Court for the
District of Kansas granted a trustee's motion to convert the
Brooke Corp.'s Chapter 11 proceedings to Chapter 7, noting that
nearly all the debtors' employees have been terminated and that
there is no prospect of reorganization, according to Law360.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- is an insurance agency and finance
company.  The Company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, was foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on October 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R. Markley, Esq., is the Debtors' in-house
counsel.  Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.  The
Debtors listed assets of $512,855,000 and debts of $447,382,000.


CALPINE CORP: Bankr. Court Decision on SAI Trust Claim Reversed
---------------------------------------------------------------
Judge Victor Marrero of the U.S. District Court for the Southern
District of New York reversed the U.S. Bankruptcy Court for the
Southern District of New York's decision (i) granting the motion
of the Reorganized Debtors for summary adjudication disallowing
Claim Nos. 6309, 6314, 6315, 6316, 6327, an 6328 filed by Robert
Membreno, as trustee of SAI Trust; (ii) denying the motion of SAI
Trust for summary judgment on those Proofs of Claim; and (iii)
disallowing and expunging those claims, as to the finding that
Calpine did not breach the Agreement for Purchase, the rejection
of SAI Trust's damages claim for that breach, and the ruling
denying SAI Trust's requests for attorneys' fees.

Judge Marrero, however, affirmed the Bankruptcy Court's decision
as to the finding that SAI Trust did not prove any damages
proximately caused by Calpine's failure to provide certified Net
Profits Interest statements.

Judge Marrero remanded the action to the Bankruptcy Court for
further proceedings.

In his June 9, 2009 order, Judge Marrero finds that the
Bankruptcy Court erred when it failed to consider the course of
dealing between the parties from 1989 to 2001 in its
interpretation of the Agreement for Purchase.  Under California
law, extrinsic evidence may be used to interpret the terms of a
contract if the offered evidence is relevant to prove a meaning
to which the language of the instrument is reasonably
susceptible, Judge Marrero held.

The Bankruptcy Court's denial of SAI Trust's motion for summary
judgment and grant of Calpine's application for summary
adjudication are reversed as to the use of the Allocated Expenses
line item in the calculation of the NPI payments.  The District
Court notes that the Bankruptcy Court's determination that the
SAI Trust's damages claim of over $700,000 in its summary
judgment pleading is inappropriate and without justification is
based partly on its finding that there was no breach of the
Agreement of Purchase.  The District Court therefore reverses the
Bankruptcy Court's denial of SAI Trust's damages claim with
respect to the addition of the Allocated Expenses line item
beginning in 2001.

According to Judge Marrero, although there may be outstanding
factual questions regarding the precise composition of the
Allocated Expenses line item, the District Court affirms the
Bankruptcy Court's determination that SAI Trust did not show that
it suffered damages proximately caused by Calpine's failure to
annually certify the NPI statements.

The Bankruptcy Court did not rule on SAI Trust's claim that
Calpine breached the implied covenant of good faith and fair
dealing.  The District Court held that the implied covenant
should be dismissed.

Moreover, the District Court also reversed the Bankruptcy Court's
ruling denying SAI Trust's request for attorney's fees.

"Because the Court has determined that Calpine has breached the
Agreement for Purchase such that SAI Trust should be granted
summary judgment and Calpine should be denied summary
adjudication on the issue of the use of the Allocated Expenses
line item, SAI Trust is entitled to attorneys' fees and other
costs with respect to the litigation of this issue," Judge
Marrero found.

Judge Marrero has directed the Clerk of the Court to withdraw any
pending motion and to close the case.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of August 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.

(Calpine Bankruptcy News, Issue No. 104; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CALPINE CORP: Closes $1-Billion Senior Notes Offering
-----------------------------------------------------
Calpine Corporation (NYSE:CPN) closed the offering by its
indirect wholly-owned subsidiaries, Calpine Construction Finance
Company, L.P. and CCFC Finance Corp., of $1.0 billion in
aggregate principal amount of their 8.0% Senior Secured Notes due
2016 in a private placement on May 19, 2009.  The net proceeds
from the offering of the notes, together with certain other
funds, were used (i) to repay CCFC's existing credit facility
which was scheduled to mature in 2009, (ii) to redeem CCFC's
outstanding second lien notes due 2011 and (iii) to make a
distribution to CCFC Preferred Holdings, LLC, the indirect parent
of CCFC, which it will use to redeem its outstanding redeemable
preferred shares which are mandatorily redeemable in 2011.

The notes have not been and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States without registration under the Act or
pursuant to an applicable exemption from such registration.

Calpine disclosed in a regulatory filing with the Securities and
Exchange Commission that CCFC Finance is nominally capitalized
and does not and will not have any subsidiaries, operations or
revenues.  The Notes were offered in a private placement under
Rule 144A and in offshore transactions pursuant to Regulation S
under the Securities Act of 1933, as amended, and have not been,
and will not be, registered under the Securities Act.

Interest on the Notes will accrue at the rate of 8% per annum and
will be payable semi-annually in arrears on each June 1 and
December 1, commencing on December 1, 2009.  The Issuers will
make each interest payment to the holders of record on the May 15
and November 15 immediately preceding the applicable interest
payment date.  The Notes will mature on June 1, 2016.

The Notes and the related guarantees are secured, subject to
certain exceptions and permitted liens, by all real and personal
property of CCFC and CCFC's material subsidiaries, consisting
primarily of six natural gas-fired power plants as well as the
equity interests in CCFC and the Guarantors.  The Notes are
without recourse to the Company or any of its other subsidiaries
or assets.

Subject to certain limitations, at any time prior to June 1,
2012, the Issuers may on any one or more occasions redeem up to a
total of 35% of the aggregate principal amount of the Notes
originally issued with the net cash proceeds of certain equity
offerings at a redemption price of 108.0% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest to
the redemption date.  On or after June 1, 2013, the Issuers may
on any one or more occasions redeem all or part of the Notes at
the redemption prices, plus accrued and unpaid interest through
the applicable redemption date, plus an additional premium as set
forth in the Indenture.

Subject to certain qualifications and exceptions, the Indenture
governing the Notes will, among other things, limit the Issuers'
ability and the ability of their restricted subsidiaries to:

  (a) incur additional indebtedness and issue preferred equity;

  (b) pay dividends or distributions;

  (c) repurchase equity or repay subordinated indebtedness;

  (d) make investments;

  (e) create, incur or assume liens;

  (f) sell assets;

  (g) enter into agreements that restrict dividends,
      distributions or other payments from restricted
      subsidiaries;

  (h) enter into transactions with affiliates; and

  (i) consolidate, merge or transfer all or substantially all of
      their assets and the assets of their restricted
      subsidiaries on a combined basis.

If an event of default arises from certain events of bankruptcy
or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice.  If other events of
default arise, including failure to pay principal or interest on
a timely basis, failure to comply with the agreements under the
Indenture or related security documents, default under or
acceleration of certain other indebtedness, failure to pay
certain judgments, and repudiation or unenforceability of
obligations under the security documents or the guarantees,
subject to certain limitations including, if applicable, the
giving of notice or the expiration of any grace or cure period,
or both, the trustee or holders of at least 25% of the aggregate
principal amount of the outstanding Notes may declare the Notes
to be due and payable immediately.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of August 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.


CALPINE CORP: NY State University Withdraws $5.5-Million Claim
--------------------------------------------------------------
In separate filings, three of the Debtors' creditors informed the
Court that withdrew their proofs of claim filed against the
Debtors:

  Creditor                      Claim No.         Amount
  --------                      ---------         ------
  The State University
  of New York at Stony
  Brook                          2345         $5,508,570

  New York Department of
  Finance                           -            201,000

  ISO New England Inc.           6496                  -

ISO New England clarifies that the withdrawal of its proof of
claim will not be deemed a waiver or release of any rights it may
have in connection with any contract or agreement that was
assumed by the Reorganized Debtors pursuant to their confirmed
Chapter 11 plan of reorganization.

NYC said the amount was included in the combined NYC 3A filed by
a related company.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of August 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.

(Calpine Bankruptcy News, Issue No. 104; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CALPINE CORP: Seeks Approval of Settlement with Noteholders
-----------------------------------------------------------
Calpine Corporation and its reorganized debtor affiliates ask
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York to approve the settlement agreement
dated May 22, 2009, they entered into with:

    * Manufacturers and Traders Trust Company, as Successor
      Indenture Trustee for Calpine's Subordinated Notes;

    * HSBC Bank USA, National Association, as Successor
      Indenture Trustee for certain of Calpine's Senior Notes;

    * U.S. Bank National Association, as Successor Indenture
      Trustee for certain of Calpine's Senior Notes;

    * UBS Securities, LLC, a noteholder;

    * SPO Advisory Corp., a noteholder;

    * each of Whitebox Hedged High Yield Partners LP, Pandora,
      Select Partners LP, Whitebox Special Opportunities Fund
      Series B Partners LP, Whitebox Convertible Arbitrage
      Partners LP, Whitebox Combined Partners LP, Cineasias
      Partners LP, DRE Partners LP, F Cubed Partners LP, and HFR
      RVA Combined Master Trust, each a noteholder;

    * Harbinger Capital Partners Master Fund I, Ltd., a
      noteholder; and

    * Goldman, Sachs & Co., a noteholder.

Prior to the Petition Date, Calpine issued 7.625% Senior Notes
due 2006, 8.75% Senior Notes due 2007, 7.875% Senior Notes due
2008, 7.75% Senior Notes due 2009, and 10.5% Senior Notes due
2006.  Also, prior to the Petition Date, Calpine issued 7.75%
Contingent Convertible Notes due 2015 pursuant to an Indenture,
dated August 10, 2000, between Calpine and Wilmington Trust
Company, as trustee, as supplemented by the Third Supplemental
Indenture, dated June 23, 2005.

The Subordinated Notes Indenture contains certain subordination
provisions, the scope of which has been the subject of dispute
between the Senior Noteholders and the Senior Notes Trustees on
the one hand, and the Subordinated Noteholders and the
Subordinated Notes Trustee on the other hand, for more than one
year.

On or about the Effective Date of the Reorganized Debtors' Plan
of Reorganization, by agreement among Calpine, the Senior Notes
Trustees, and the Subordinated Notes Trustee, Calpine (i)
withheld 9,752,262 shares of New Calpine Common Stock from
distribution to the Subordinated Noteholders and (ii) agreed to
fund the Intercreditor Subordination Dispute Escrow Account with
those shares.  The purpose of the Intercreditor Subordination
Dispute Escrow Account was to permit the Trustees to resolve a
dispute regarding the appropriate division of the Reserved
Shares, and upon resolution of the dispute, to immediately obtain
their each of their distributions without further involvement by
the Reorganized Debtors or the Bankruptcy Court.

Because the Parties were unable to fully agree on the terms of an
appropriate escrow arrangement, the Reorganized Debtors placed
the Reserved Shares into a segregated reserve over which they
maintain control.

On February 21, 2008, the Subordinated Notes Trustee commenced an
action by filing a complaint in the Supreme Court of the State of
New York, in New York County, seeking a declaration that, among
other things, the Subordinated Notes are not subordinated in
right of payment to the prior payment in full of postpetition
interest or post-effective date interest arising under the Senior
Notes.  The action was subsequently removed to the United States
District Court for the Southern District of New York.  The Senior
Notes Trustees answered the Complaint and counterclaimed that the
subordination provisions contained in the Subordinated Notes
Indenture require payment in full of all amounts due on the
Senior Notes, including postpetition interest and post-effective
date interest, prior to the payment of any amounts due on the
Subordinated Notes.  Additionally, the Senior Notes Trustees and
the Subordinated Notes Trustee each asserted a claim for
declaratory relief as to the priority of the payment in full of
trustee fees and expenses.  Furthermore, HSBC and the
Subordinated Notes Trustee each asserted a claim for declaratory
relief concerning the priority of the payment in full of the
Allowed Breach of Contract Claims granted to HSBC on behalf of
the holders of the 7.875% Senior Notes Due 2008 and the 7.75%
Senior Notes Due 2009 on account of their Asserted Breach of
Contract Claims.

Calpine and the Noteholder Parties negotiated in good faith
regarding the Intercreditor Subordination Dispute, the
Subordination Action, and the distribution of the Reserved Shares
and have agreed to the Settlement Agreement, which, among other
things, resolves the Intercreditor Subordination Dispute and the
Subordination Action and provides for the distribution of the
Reserved Shares.

The highlights of the Settlement Agreement are:

  (i) Calpine will distribute the Reserved Shares from the
      Intercreditor Subordination Dispute Reserve:

         (a) 6,641,473 Reserved Shares will be distributed to
             the Subordinated Notes Trustee, for distribution to
             the Subordinated Noteholders in accordance with the
             distribution provisions of the Plan; and

         (b) a total of 3,110,789 Reserved Shares will be
             distributed to HSBC and U.S. Bank, in their
             capacities as Senior Notes Trustees, for
             distribution to the respective Senior Noteholders
             in accordance with the distribution provisions of
             the Plan and the respective indentures governing
             the Senior Notes;

(ii) any and all future distributions after the date of the
      Settlement Agreement by Calpine from the disputed claims
      reserve under the Plan otherwise distributable to the
      class of Senior Noteholders and to the class of
      Subordinated Noteholders will be allocated, in accordance
      with the terms of the Plan, first to the Subordinated
      Noteholders to the extent necessary to result in the
      actual recovery and payment in full of the claims for
      principal and prepetition interest of the Subordinated
      Noteholders, whereupon all future distributions otherwise
      distributable to the class of Senior Noteholders and to
      the class of Subordinated Noteholders, from the disputed
      claims reserve will be allocated 65% to the
      Subordinated Noteholders and 35% to the Senior
      Noteholders, on a pro rata basis and for purposes of the
      Senior Notes, in accordance with certain percentages, as
      more fully set out in the Settlement Agreement; and

(iii) promptly after the Subordinated Notes Trustee has released
      certain shares of New Calpine Common Stock under its
      control, the Subordinated Notes Trustee and the Senior
      Notes Trustees will prepare, execute, and file with
      the District Court a joint stipulation for the dismissal
      with prejudice of the Subordination Action, and each of
      the parties will cooperate with one another and take any
      and all further steps necessary to secure dismissal of the
      Subordination Action, including all claims and
      counterclaims, with prejudice.

The Reorganized Debtors assert that the resolution of the
Intercreditor Subordination Dispute and the Subordination Action
benefits two of their largest creditor constituencies, the Senior
Noteholders and the Subordinated Noteholders, by eliminating the
uncertainty with respect to the recovery of those constituencies
and thereby facilitates full and complete consummation of the
Plan.

"Resolution of the Intercreditor Subordination Dispute and the
Subordination Action will move the Chapter 11 Cases closer to
conclusion and allow the Reorganized Debtors' professionals and
management to concentrate their efforts on running the
Reorganized Debtors' business and operations, which is in the
best interests of all creditors.," says James J. Mazza, Jr.,
Esq., at Kirkland & Ellis LLP, in New York.

Mr. Mazza adds that a clear majority of both the Senior
Noteholders and the Subordinated Noteholders have expressed
support for the Settlement Agreement by issuing direction letters
to their Trustees directing them to enter into the Settlement
Agreement on behalf of all holders.  At a minimum, Mr. Mazza
notes, the Settlement Agreement is not opposed by any significant
party-in-interest.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  As of August 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CENTERPOINT ENERGY: Moody's Gives Positive Outlook on 'Ba1' Rating
------------------------------------------------------------------
Moody's Investors Service changed CenterPoint Energy Houston
Electric, LLC's rating outlook to positive from stable and
affirmed its ratings (Baa3 issuer rating).  The rating agency
affirmed the ratings and stable outlooks of its parent CenterPoint
Energy, Inc. (CNP, Ba1 senior unsecured) and sister company
CenterPoint Energy Resources Corp. (CERC, Baa3 senior unsecured).

The positive outlook acknowledges a record of steady financial
performance, the relatively low business and operating risk that
CEHE enjoys as a rate-regulated electric transmission and
distribution utility in Texas; a large service territory with good
demographics; and reasonable regulatory support for the company's
long-term credit quality.

"Despite the high costs and incremental debt from Hurricane Ike
last year, CEHE's credit quality appears solid relative to its
peers and merits a positive outlook, indicating a potential for an
eventual rating upgrade over the next twelve to eighteen months,"
says Moody's Vice President Mihoko Manabe.

Moody's noted that over the next few years, CEHE's metrics could
soften due to incremental debt from higher-than-historical capital
expenditures, due in part to the $640 million multi-year program
to install advance metering systems, and the issuance of $657
million of storm recovery bonds that the company plans to issue
later this year.  These negative impacts are mitigated by the
surcharge it has been allowed to collect during the advanced
metering roll-out as well as by issuances under CNP's stock
"dribble" program.

However, as outlined in Moody's June 2009 Special Comment Texas
T&D Utilities: Low Business Risk, but Credit Challenges Remain,
Texas's investor-owned transmission and distribution utilities,
such as CEHE, enjoy lower business and operating risk profiles
than other investor-owned utility peer groups, and thus their
stability could support less robust financial metrics.

CEHE's financial performance compares well against other Texas
T&Ds although it has more securitized debt than most other
electric companies which has a bigger impact on its financial
metrics.  Excluding the securitized debt, CEHE's credit metrics
look significantly better.  For example, its 2008 cash flow pre-
working capital-to-interest coverage was 3.7 times after Moody's
standard adjustments, but 5.8 times without securitization.

As illustrated by the devastation from last year's Hurricane Ike,
CEHE's Gulf Coast location calls for more financial cushion
against hurricane-related event risk.  Relative to other Gulf
Coast utilities, CEHE is also comfortably positioned, considering
its lower operating risk profile as a T&D company and a sizable
market position, all which leads to a less volatile financial
performance.  CEHE's ratios over the years have been more
consistent than neighboring integrated utilities due to its lack
of generation and a relatively more manageable capital investment
cycle.

CNP's ratings and outlook reflect its leveraged balance sheet, and
the structural subordination of the significant amount of debt at
the parent-company level.

CERC's stable outlook factors in its relatively stable financial
performance, while acknowledging a riskier business profile
compared to CEHE, due to CERC's commodity price and volume
sensitive field services and gas marketing segments whose near-
term outlooks have been dimmed in the current low commodity price
and recessionary environment.

Moody's last rating action for the CenterPoint companies occurred
on October 9, 2008, when their stable rating outlooks were
affirmed after CNP raised its estimate for Hurricane Ike's storm
restoration costs.

Outlook Actions:

Issuer: CenterPoint Energy Houston Electric, LLC

  -- Outlook, Changed To Positive From Stable

CenterPoint Energy Houston Electric, LLC, is an electric utility
headquartered in Houston, Texas.


CENTUTYTEL INC: Moody's Cuts Ratings on Minority Shelf to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has lowered CentutyTel, Inc.'s Baa2
long-term debt rating to Baa3, and the Company's short-term rating
to P-3, from P-2.  As part of the rating action, Moody's also
confirmed Embarq Corporation's Baa3 long-term rating and the
existing ratings of its subsidiaries.  The outlook for all ratings
is stable.  The rating actions conclude the review of CenturyTel
and Embarq's ratings and coincides with the expected close of the
pending acquisition of Embarq by CenturyTel on July 1, 2009, when
the combined company will begin operating under the name of
CenturyLink.  Moody's had initiated a review of CenturyTel's
ratings on June 24, 2008, when the Company announced plans to
increase its dividend, accelerate share repurchases and to
increase its targeted leverage metrics.  On October 27, 2008,
Moody's put Embarq's ratings under review for upgrade following
CenturyTel's announcement that it plans to acquire Embarq in a
stock-for-stock transaction.

Moody's has taken these rating actions:

Issuer: CenturyTel, Inc.

Downgrades:

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa2

  -- Senior Unsecured Commercial Paper, Downgraded to P-3 from P-2

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
      (P)Baa3 from a range of (P)Ba1 to (P)Baa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Embarq Corporation

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Senior Unsecured Bank Credit Facility, Confirmed at Baa3
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa3

Issuer: Embarq Florida, Inc.

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Senior Secured First Mortgage Bonds, Confirmed at Baa1

Issuer: United Telephone Co. of Pennsylvania

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Senior Secured First Mortgage Bonds, Confirmed at Baa1

Issuer: Carolina Telephone & Telegraph Company

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa1

Issuer: Centel Capital Corp.

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Baa2

Moody's analyst Dennis Saputo said "the downgrade of CenturyTel's
long-term rating reflects the challenges the Company faces in
preserving a balance sheet consistent with a higher rating given
downward pressure on revenues and cash flows due to the secular
decline of the wireline business and growing competition, and the
Company's historical preference to return the majority of its free
cash flow to shareholders."  In addition, the downgrade considers
CenturyTel's growing exposure to the highly competitive markets
served by Embarq, which operates roughly half of its access lines
in metropolitan markets that face strong competition from cable
and wireless operators, unlike CenturyTel's more rural operating
territory.

CenturyTel and Embarq's Baa3 long-term ratings reflect the
predictability of their strong cash flows from operations, which
is expected to benefit from the emerging operating scale of the
combined companies, moderate leverage, very good liquidity, and is
supported by management's commitment to maintain an investment-
grade rating.  Moody's believes that, if realized, synergies from
the merger will more than offset, over the rating horizon, the
decline in cash flows caused by access-line erosion and slowing
broadband growth.  In addition, enhanced operating scale and still
strong free cash flow generation affords the Company with the
ability to spend capital to improve its competitive position and
develop new product offerings, such as wireless services and IPTV.

CenturyTel's acquisition of Embarq will create a company with
operations in 33 states, 7.5 million access lines and over 2.1
million broadband customers.  CenturyTel expects to realize
approximately $400 million of synergies from its acquisition of
Embarq within the next three years and expects to spend
approximately $275 million in integration expenses.  Finally, the
rating also considers the significant execution risks of
integrating a much larger company (Embarq is roughly twice the
size of CenturyTel) with an extensive geographical footprint, and
sustaining revenue growth while continuing to realize synergies
from headcount reductions and system conversions.

The stable ratings outlook reflects Moody's expectations that
despite rising competition and accelerating access-line losses,
the Company will be able to maintain leverage of about 2.75x and
generate free cash flow of about 8-to10% of total debt (both
Moody's adjusted) over the next 12-to-18 months.

Moody's confirmed the Baa1 senior secured ratings of Embarq's
operating subsidiaries, Embarq Florida, Inc., The United Telephone
Company of Pennsylvania, and the Carolina Telephone & Telegraph
Company, and the Baa2 senior unsecured rating of Centel Capital
Corporation.  The Baa1 ratings of senior secured first mortgage
bonds reflects the structural seniority of the mortgage bonds and
benefits from the pledge of assets of the operating companies.  In
addition, Moody's expects Embarq's higher rated subsidiaries will
continue to maintain stronger credit metrics, including leverage
of about 1.0x over the rating horizon.  Centel's Baa2 rating
reflects the junior position of the unsecured bonds in the capital
structure.

Moody's most recent rating action for Century and Embarq was on
October 27, 2008, when both issuers' ratings were placed on review
following the announcement of CenturyTel's plans to acquire
Embarq.

CenturyTel, headquartered in Monroe, Louisiana, is a regional
communications company engaged primarily in providing telephone
and broadband services in various, predominately rural, regions of
the United States.  The company served approximately 2.0 million
total access lines in 25 states as of March 31, 2009. LTM revenues
were about $2.6 billion.

Based in Overland Park, Kansas, Embarq Corporation is the fourth
largest local telecommunications company in the United States by
access lines.  As of the end of 1Q '09, the company had about
5.6 million access lines and generated LTM revenues of $6 billion.


CHAMPION HOME: Moody's Cuts Corporate Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating to Caa3 from Caa1 Champion
Enterprises, Inc., but has relocated these ratings to Champion
Home Builders Co.  Champion Enterprises, Inc., no longer has any
rated debt since the company repaid its 7.625% senior secured
notes due 2009.  Champion Enterprises, Inc., is a holding company
that conducts its operations though Champion Home Builders Co. and
its subsidiaries.  The speculative grade liquidity remains SGL-4.
The outlook is negative.

The downgrades reflect the greater than expected deterioration in
Champion's operating performance due to the continued downturn in
the global economy and reduced demand for manufactured housing and
modular homes.  The large number of foreclosed homes for sale is
also adding to reduced demand for Champion's products.  Tight
credit markets are suppressing financing options for the company's
independent retailers and their customers.  The company's
international segment sales declined due primarily from reduced
demand for its custodial (prison) modular buildings and the
slowdown in construction activity in the U.K. Sales totaled
$105 million for 1Q09, a year-over-year decline of almost 65% and
a decrease of 44% from the previous quarter.  The company's EBIT
margin was negative 3.5% and its free cash flow/debt was negative
4.5% (all ratios adjusted per Moody's methodology) for the last
twelve months through April 4, 2009.  Given the current economic
outlook and turmoil in the credit markets, Moody's believes that
Champion's operating performance will likely deteriorate further
and the weaker credit metrics may impair Champion's ability to
maintain compliance with financial covenants in its credit
agreements.

As a result of the company's operating performance and the
company's inability to generate significant amount of free cash
flow, Moody's believes that Champion has a capital structure that
must be addressed in the near term.  The company's senior secured
credit facilities have been classified as short-term debt and
totaled $123 million at 1Q09 due to the possibility that it may
not be in compliance with its financial covenants.  At April 4,
2009, the company's total liquidity was $49.2 million, consisting
of unrestricted cash balances totaling $47.8 million and
availability under its senior secured revolving credit facility of
$1.4 million.

Champion's SGL-4 speculative grade liquidity rating reflects
Moody's belief that Champion has a weak liquidity profile due to
poor cash generation, lack of access to external liquidity with
potentially significant near-term debt maturities, covenant
pressures, and limited alternate sources of liquidity.

The negative outlook incorporates Moody's views that Champion
faces significant operational challenges and refinancing risks in
the near-term as it contends with the considerable deterioration
in demand for manufactured housing and modular homes.

These ratings/assessments were affected by this action:

Champion Enterprises, Inc.:

The Corporate Family Rating and the Probability of Default Rating
were downgraded to Caa3 from Caa1.  Since Champion Enterprises,
Inc. has no rated debt and it is not a named borrower under the
senior secured credit facility, the ratings and the SGL-4
speculative grade liquidity rating have been relocated to the
Champion Home Builders Co. level in accordance with Moody's
standard rating practices.

Champion Home Builders Co.:

  -- Corporate Family Rating at Caa3;

  -- Probability of Default Rating at Caa3;

  -- $40.0 million senior secured revolving credit facility due
     2010 downgraded to Caa1 (LGD2, 26%) from B2 (LGD2, 27%);

  -- $43.5 million (originally $60 million) senior secured letter
     of credit facility due 2012 downgraded to Caa1 (LGD2, 26%)
     from B2 (LGD2, 27%); and,

  -- $45.2 million (originally $200 million) senior secured term
     loan facility due 2012 downgraded to Caa1 (LGD2, 26%) from B2
     (LGD2, 27%).

The last rating action was on October 21, 2008, at which time
Moody's downgraded the Corporate Family Rating to Caa1.

Champion Enterprises, Inc., headquartered in Troy, Michigan, is a
producer of manufactured housing, modular homes, and steel-framed
modular buildings and operates 30 manufacturing facilities in
North America and the United Kingdom.  Revenues for the last
twelve month through April 4, 2009, totaled approximately
$842 million.


CHRYSLER LLC: Hikes Retail Market Share, Reports June U.S. Sales
----------------------------------------------------------------
Chrysler Group LLC reported more than a 1 percentage point
increase in retail market share with June U.S. retail sales of
66,324 units.  Retail sales declined 16 percent compared with the
same time period in 2008. During the month of June, Chrysler Group
LLC did not produce any vehicles for fleet sales, which resulted
in a fleet sales reduction of 95 percent year-over-year for the
same period.

"We are proud our new company starts out its first month with
increasing market share and continued strong retail sales," said
Peter Fong, President and Chief Executive Officer - Chrysler Brand
and Lead Executive for the Sales Organization, Chrysler Group LLC.
"It's a testament to our strong dealer network and loyal customers
who supported Chrysler during the formation of the new company. We
will continue to grow our new company by building on our brand
heritage and offering consumers high-quality, fuel-efficient
Chrysler, Dodge and Jeep(R) vehicles," Fong added.

Chrysler Group LLC reported total U.S. sales for June 2009 of
68,297 units, a decrease of 42 percent compared with June 2008.
The company finished the month with 195,272 units in inventory,
representing a 71 day supply. Inventory is down 56 percent versus
June 2008 when it totaled 440,075 units. Overall industry figures
for June 2009 are projected to come in at an estimated 9.7 million
SAAR.

             Chrysler Resumes Production at 8 Plants

On June 1, the U.S. Bankruptcy Court approved the sale of the
majority of Chrysler LLC's assets to a new company, Chrysler Group
LLC, in alliance with Fiat S.p.A., and on June 10, the transaction
closed, forming Chrysler Group LLC.  As of June 29, 2009, Chrysler
Group LLC has resumed production at eight of its manufacturing
facilities.

June Sales Highlights:

   -- Chrysler Group LLC increased its retail market share to 9.0
      percent, which is more than a 1 percentage point improvement
      compared with June 2008

   -- Dodge Challenger sales up 34 percent (1,369 units) versus
      June 2008

   -- Dodge Ram continues its strong retail sales trend this year,
      posting a 4 percent increase versus the same time period in
      2008

   -- Jeep Liberty retail sales increased 8 percent compared with
      June 2008

   -- Dodge Journey retail sales increased 7 percent compared with
      the same time period in 2008

                            Incentives

July starts "Summer Clearance" at Chrysler, Dodge and Jeep
dealerships across the United States.  Chrysler Group LLC is
pleased to offer zero percent financing for 60 months through GMAC
Financial Services on select 2009 model vehicles, or up to $4,000
Consumer Cash on 2009 model vehicles. In addition, current
Chrysler LLC vehicle owners are eligible for up to $1,000 Owner
Loyalty cash on select 2008 and 2009 Chrysler, Jeep and Dodge
vehicles.  These offers are in addition to the Credit Union Bonus
Cash of up to $1,000 on select products for qualified credit union
members who finance their new vehicle purchase through a
participating Credit Union under the Invest in America program.
These incentives are valid through July 31, 2009.

On Wednesday, June 24, President Obama signed the Supplemental
Appropriations bill, which includes the fleet modernization
program (commonly known as "Cash for Clunkers").  The program is
expected to take effect July 24, 2009 and will provide $3,500 --
$4,500 to consumers whose trade-in vehicle meets the program
qualifications.  Chrysler Group LLC not only supports the program,
but is also adding an additional incentive of up to $750 for
current Chrysler Group owners who have vehicles that qualify.

                        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: New Co Asked to Assume Prepetition Product Claims
---------------------------------------------------------------
Indiana Congressman Andre Carson wants the newly restructured
Chrysler LLC and the new General Motors Corp. to cover claims made
against them for defective products from their former companies.
He has filed the Jeremy Warriner Consumer Protection Act.

The bill was named after an Indianapolis man who was suing
Chrysler for a defect in his vehicle that led to a fire after a
crash.  Mr. Warriner lost both legs.  His claim was essentially
shelved by Chrysler's bankruptcy court agreement.  Mr. Warriner
was set to argue that a faulty brake fluid container on his 2005
Jeep Wrangler broke and sparked a fire after the vehicle's impact-
a fire that left him with severe burns and forced doctors to
amputate both of his legs.  Mr. Warriner has had more than 30
surgeries and racked up more than $1 million in medical expenses.

When Chrysler filed bankruptcy in April, Mr. Warriner's mediation
date was cancelled and his case has now been grouped with a number
of other pending claims-likely never to see any payout due to the
agreement struck in the bankruptcy court earlier this month.  The
court has absolved "New Chrysler," which emerged from bankruptcy,
from any liability for future claims related to vehicles made
before the creation of the new company.

"I want to see a stronger GM and Chrysler arise from bankruptcy,
and I believe in the quality American vehicles being built by the
thousands of union workers across our country," Congressman Carson
said.  "But I also believe strongly in consumer protection and
preserving the right of an injured crash victim to have his or her
day in court.  This fundamental American ideal is in jeopardy
right now unless this legislation is passed and prevents Jeremy's
tragic story from playing out for thousands of Americans."

Congressman Carson applauded GM for this weekend's announcement
that it would be responsible for covering future claims made by
drivers injured in cars manufactured pre-bankruptcy, but he noted
the move did not go far enough.  "GM's announcement does not
eliminate the need for legislative action," said Congressman
Carson.  "The 'New GM' will not assume liability for already
pending claims, and there is still no relief for individuals who
have been or will be injured by a Chrysler vehicle produced before
their bankruptcy."

Congressman Carson said the fact that crash victims would be left
"holding the bag" as medical expenses pile up sparked him to act.

The lack of accountability from the two auto manufacturers could
mean mounting medical expenses not only for drivers but states
too.  They would be forced to pay out more from programs like
Medicaid and Medicare to cover health care costs for car-crash
victims who have no legal recourse to seek damages from GM and
Chrysler.

Congressman Carson pointed out that his common sense bill is the
rule and not the exception to the way automakers have been held
accountable for their products in the past.  Congressman Carson
said the Warriner Act is about covering the "gap" in current and
future claims left by the bankruptcy courts.

There are an estimated 10 million Chrysler and 30 million General
Motors vehicles currently on the road that are subject to safety
recalls.  Thousands of these vehicles will be involved in crashes
that result in serious auto injuries or fatalities over the next
decade.

Congressman Carson reiterated his overall support for the
restructuring plans of GM and Chrysler, saying that the end of the
two companies would have been "devastating to our already troubled
economy-especially here in Indiana, which ranks 6th in the nation
in terms of jobs dependent on the Big 3 automakers' survival."  He
also noted that his bill does not reflect any concerns he has
about the quality or safety of American-made automobiles.

"As with any complex, manufactured product, there have been and
will continue to be defective parts in automobiles being produced
by companies around the world," said Congressman Carson.  "If and
when an accident happens involving a potential flaw, then
consumers deserve their day in court."

GM had originally planned to follow Chrysler's idea of excluding
any potential liability for defective vehicles sold prepetition
from the assets and debts to be assigned to the post-bankruptcy
company.  According to The Associated Press, "New GM", the new
company formed to take key assets of bankrupt General Motors,
originally planned on not assuming any liability for future claims
related to GM vehicles made before the sale to New GM.  In that
scenario consumers who are pursuing claims would have to wait in
line with other unpaid creditors, who will be sharing the money
left with Old GM based on the priority scheme under the Bankruptcy
Code.

However, following pressure from consumer groups and government
officials, New GM will now assume responsibility for future claims
involving vehicles made by the old company.  Nevertheless, New GM
still won't assume liability for already pending claims against
the automaker and those people will still be forced to seek
compensation from Old GM, AP said.

                        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)


CITIGOUP INC: Inks Agreement to Sell NikkoCiti Trust to Nomura
--------------------------------------------------------------
Citigroup Inc.'s Nikko Citi Holdings Inc. reported that a
definitive agreement has been executed to sell the shares of
NikkoCiti Trust and Banking Corporation to Nomura Trust & Banking
Co. Ltd.

Nomura Trust will pay an all-cash consideration of JPY19 billion
($197.1 million at an exchange rate of JPY96.42 to $1.00), subject
to certain purchase price adjustments, at the closing.  The sale
is expected to close in the fourth quarter of 2009, pending
regulatory approvals and other closing conditions.

"This transaction is in line with Citi's stated global priority to
allocate capital and focus its resources on the best growth
opportunities.  Citi will maintain a strong presence in securities
services and transaction services in Japan. We see significant
opportunity for these businesses in Japan, which play to Citi's
key strengths," said Nikko Citi Holdings CEO Douglas Peterson.

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.


CITY OF EL MONTE: Mulling Bankruptcy to Resolve Financial Woes
--------------------------------------------------------------
Rebecca Kimitch at SGVTribune.com reports that the city of El
Monte is considering filing for bankruptcy to resolve its fiscal
crisis.

According to SGVTribune.com, El Monte was drained of its reserves
and is already working with a drastically cut staff.

SGVTribune.com relates that the City Council will vote on a budget
for fiscal 2009-10.  The report states that if members can't fully
erase a $12 million deficit in that budget, they will consider a
resolution to start bankruptcy proceedings.  The report quoted
City Manager Jim Mussenden as saying, "If I don't have a balanced
budget by the end of the evening, we have to initiate Chapter 9
bankruptcy proceedings."

Officials will likely fill $10 million of the $12 million deficit
by laying off 100 employees, closing a county fire station and
slashing city programs, but they still must make $2 million in
budget cuts, SGVTribune.com says.  According to the report, the
officials hope that city employees will agree to reduce their
benefits to help avoid a bankruptcy filing.


CRABTREE & EVELYN: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Crabtree & Evelyn, Ltd., filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York.  Other members of the
Crabtree & Evelyn Group -- including affiliates in Canada, the
European Union, Hong Kong, Malaysia, Singapore and Australia --
have not filed for protection.

The Company will pursue a plan of reorganization to capitalize on
opportunities for future growth and profitability, including
evaluation of its real estate portfolio, strengthening brand
strategies and restructuring of its financial obligations.

Day-to-day operations and business will continue to operate
through the Company's wholesale, e-commerce --
http://www.crabtree-evelyn.com/-- and retail channels.  The
Company also intends to honor customer gift cards, returns and its
loyalty program.

The Company has received a commitment for a debtor-in-possession
financing facility that is sufficient to support the Company
during the Chapter 11 process.

"The Crabtree & Evelyn brand remains strong," said Stephen
Bestwick, acting president of Crabtree & Evelyn, Ltd.  "We are
confident that chapter 11 gives us the opportunity to restructure
the company with a business model that will be sustainable for
long-term growth."  Mr. Bestwick continued, "We look forward to
continuing our relationships with customers and vendors to help
shape that growth."

                      About Crabtree & Evelyn

For more than 30 years, Crabtree & Evelyn makes bath, body and
home care products.  The Company, based in Woodstock, Connecticut,
currently services approximately 3,000 wholesale accounts and
operates 125 retail stores and an e-commerce site at
http://www.crabtree-evelyn.com/Other distribution channels
include hotel amenities.  Crabtree & Evelyn is available online
and in more than 40 countries, with approximately 6,000 wholesale
accounts and 500 retail locations worldwide.


CREATIVE LOAFING: Kirk MacDonald Leaves COO Post & Chicago Reader
-----------------------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that Kirk
MacDonald has resigned as Creative Loafing Inc.'s chief operating
officer as well as publisher of the Company's Chicago Reader.

Chicago Reader relates that Mr. MacDonald will take over as
executive vice president for sales, marketing, and digital sales
for the Denver Newspaper Agency.  Mr. MacDonald joined Creative
Loafing in 2006 after resigning as Denver Newspaper Agency's CEO,
and became publisher of the Chicago Reader in September 2008.

Business Journal states that Creative Loafing CEO Ben Eason will
temporarily take over the role of chief operating officer.

According to Business Journal, Creative Loafing had until Tuesday
to file any amendments to its plan of reorganization.  Court
documents say that under the new plan, a new group consisting of
BIA Digital Partners SBIC II LP -- which Creative Loafing owed
about $10 million -- and Eason will buy stock in a reorganized
Creative Loafing for $500,000 in cash and an in-kind contribution
to lease 14,000 square feet of commercial space in Atlanta for six
years valued at $196,000 annually.  That commercial space will be
used for Creative Loafing Atlanta Inc., according to court
documents.  About $500,000 will then be used to pay allowed
administrative claims and priority tax claims, while some
$1 million will be used for supplemental funding for Creative
Loafing's ongoing business, Business Journal reports.  Remaining
money will go to those holding specific claims, including
outstanding loans, Business Journal relates.

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CRESCENT RESOURCES: Section 341(a) Meeting Set for August 4
-----------------------------------------------------------
The first meeting of creditors in Crescent Resources, LLC, et
al.'s bankruptcy cases will be held on August 4, 2009, at
10:00 a.m. (Central Time), at the Homer J. Thornberry Judicial
Building, 903 San Jacinto Boulevard, Room 118, in Austin, Texas.

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

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

                     About Crescent Resources

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

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


DAN MOSER: Will Likely Liquidate, Says Lawyer
---------------------------------------------
Dan Moser Company Inc. will likely liquidate, Kerry Hall Singe at
CharlotteObserver.com reports. CharlotteObserver.com quoted
Martin Hunter as saying, "We will be looking at each of the
developments and seeing if we can sell all or part of each
development to generate money to satisfy creditors.  We recognize
that will be a challenge in the current economy."

Dan Moser, according to the report, owes $9.6 million to less than
200 creditors, most of them are secured creditors.  Dan Moser
listed almost $11 million in assets, including $9.3 million in
property.

Dan Moser Company, Inc., is an Indian Trail developer.  It has
housing projects in Charlotte, Gastonia, Rock Hill, Concord, and
Locust.  Dan Moser filed for Ch. 11 on June 30, 2009 (Bankr. W.D.
N.C. Case No. 09-31694).  G. Martin Hunter, Esq., at Shuford
Hunter, PLLC, represents the Debtor.


DIGICEL LIMITED: Fitch Assigns 'B-/RR4' Rating on $160 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR4' rating to Digicel Limited
proposed US$160 million reopening of its 2014 senior notes.
Proceeds from the issuance are expected to be used for general
corporate purposes.  In addition to the US$160 million, during the
offering an affiliate of the company ultimately controlled by
Dennis O'Brien will sell US$90 million of the senior notes that
were acquired during the initial offering in March of 2009.
Assuming the proposed issuance is successful, the amount
outstanding for the 2014 senior notes will total US$510 million.
Fitch rates Digicel Group Limited, DL and Digicel International
Finance Limited, collectively referred as Digicel:

DGL

  -- US$1 billion 8.875% senior subordinated notes due 2015
     'CCC+/RR5';

  -- US$400 million 9.125/9.875% senior subordinated toggle notes
     due 2015 'CCC+/RR5'.

DL

  -- Foreign currency Issuer Default Rating (IDR) 'B-';
  -- US$450 million senior notes due 2012 'B-/RR4';
  -- US$350 million senior notes due 2014 'B-/RR4'.


DIFL

  -- US$1.15 billion senior secured credit facility 'B/RR3'.

The Rating Outlook is Stable.

Digicel's ratings are supported by a solid operating performance,
its position as the leading provider of wireless services in the
Caribbean (with good market positions in Jamaica, Haiti and
Trinidad & Tobago), strong brand recognition, and an increasingly
diversified revenue and cash flow stream across the Caribbean.
The ratings incorporate lower capital expenditure requirements
over the next few years and management initiatives of cost
controls in the face of the weak global economic environment.
Concerns regarding DGL's ratings reflect the company's high
leverage, medium-term refinancing risk and the effect the global
economic environment may have in the Caribbean economies and
tourism in particular.  Growing EBITDA from newer operations, such
as Haiti and Trinidad and Tobago, has helped to further diversify
away its cash flow generation from Jamaica.  Proceeds from
US$350 million senior notes due 2014 issuance placed on March of
2009 were used to acquire an equity stake of 38.1% for
US$228 million in sister company Digicel Holdings (Central
America) Limited and the remainder US$71 million were applied for
general corporate uses.  The transaction comprised a US$215
million cash payment for a 35.8% of DHCAL and a further issuance
of the 2014 Notes for a US$15 million face value for another 2.3%.

DL's outstanding and proposed 2014 senior notes are guaranteed by
all existing wholly owned subsidiaries that are guarantors of DL's
US$450 million notes due 2012.  T&T and Haiti are not included
among these guarantors; however, the cash flow from these
subsidiaries are available to DIFL for it to pay its obligations,
including its guarantee of the DL notes.  The secured DIFL
facility has a US$200 million revolving facility of which
US$156 million is undrawn, adding flexibility to the company's
liquidity position.  The DIFL facility is secured by a first
priority lien by all shares and assets of Digicel.  In December
2007, Digicel incorporated into the restricted group the
operations of Haiti and Trinidad and Tobago.  To pay the debt of
these two operations, which was previously structured under
project finance debt, DIFL's secured credit facility was upsized
to US$1.15 billion (including the revolver facility).

Fitch expects capital expenditures to decline and stabilize over
the next few years, resulting in growing free cash flow which
should be used to pay debt maturities as they amortize.  Lower
debt levels and stable to growing EBITDA should strengthen the
company's capital structure and credit profile absent any
increased indebtedness.  Digicel's total debt has grown rapidly in
the past few years as a result of acquisitions, necessary funding
for the rapid build out of new markets and the 2007 US$1.4 billion
recapitalization.  Proforma the proposed reopening and considering
debt as of March 31, 2009, total consolidated debt at DGL should
approximate to US$3.38 billion and total proforma debt to last
twelve months EBITDA, may approach to 5.0 times(x).  Considering
the same period and the proposed notes, total debt to EBITDA for
DL and DIFL is 2.9x and 1.5x, respectively.

With regard to Digicel's capital structure and the associated
ratings, debt at DIFL is rated one notch higher than the group's
IDR reflecting its above average recovery prospects.  DL's IDR
reflects the increased burden the DGL subordinated notes place on
the operating assets and the loss of financial flexibility.  The
ratings of DGL's 2015 notes incorporate their subordination to
debt at DIFL and DL, as well as the subordinated notes below
average recovery prospects in the event of default.

Digicel is a leading, GSM-based mobile services provider in 24
markets in the Caribbean including Jamaica, St. Lucia, St.
Vincent, Aruba, Grenada, Barbados, Cayman, Curacao, Martinique,
Guadeloupe, Trinidad and Tobago and Haiti among others, as well as
El Salvador.  DL now owns 40.6% of DHCAL.  Digicel's operating
assets are owned by operating subsidiaries of DIFL, which in turn
is a subsidiary controlled by DL. DL is a wholly owned subsidiary
of DGL, an entity owned by Denis O'Brien.  In addition to Digicel,
Denis O'Brien owns the remainder 59.4% stake in Digicel Central
America and Digicel South Pacific.  For fiscal year ended Mar. 31,
2009 Digicel's consolidated revenues and EBITDA reached
US$1,732 million and US$676 million, respectively and total
subscribers amounted to approximately 7.1 million.


DIGICEL LIMITED: Moody's Assigns 'B1' Rating on $160 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the new
$160 million (face amount) of senior unsecured notes to be issued
by Digicel Limited, a wholly-owned subsidiary of Digicel Group
Limited.  The new notes will be issued under the same indenture as
the company's existing 12% notes, due 2014.  In addition, Moody's
affirmed all other ratings of DGL and DL.  The Company also
notably has a $1.2 billion senior secured credit facility at its
Digicel International Finance Ltd. subsidiary, which Moody's does
not rate.

Net proceeds from the new debt offering will be used for general
corporate purposes.  Moody's believes that the funds most likely
be used to enhance the balance sheet for the pending amortization
of the DIFL credit facility, and potentially purchasing additional
equity interest in Digicel Central America, a minority-owned
unrestricted subsidiary of the Company, over a period of time.
Moody's notes that in addition to the $160 million in gross
proceeds from the note offering, the Company's main shareholder,
Denis O'Brien, who is also the majority owner of DCA, will also be
offering for sale $90 million of existing senior notes due 2014
currently held by him.

Rating Actions

Digicel Limited

* $160 million new Senior Unsecured Notes -- Assigned B1 (LGD3 -
  43%)

All other ratings are affirmed.

DGL's B2 corporate family rating is supported by its leading
position as the largest wireless telecommunications carrier in the
Caribbean, as well as its successful track record at gaining
significant market share and producing solid operating results
relatively quickly after new markets are launched.  The company's
growing penetration in markets outside of its long-standing
Jamaica operations has resulted in quick deleveraging to 4.5x from
roughly 10.0x levels following the recapitalization of the
company's balance sheet in early 2007.  However, proforma for the
new note issuance, the company's total leverage will exceed 5.0x.

"Notwithstanding the company's success, continued cash consumption
to support service enhancement in its territories as competition
increases weighs down ratings," said Gerald Granovsky, Moody's
Vice President.  Ratings are also tempered by the slowing global
economy and Digicel's increasing exposure to more competitive
markets in Central America for its cash flow growth.  In addition,
as the DIFL term loan facility faces scheduled amortization
payments of $320 million per year starting in September of 2009,
Moody's believes the Company will continue accessing the debt
capital markets to bolster its liquidity.

Moody's most recent rating action for DGL and DL was on March 2,
2009.  At that time, Moody's assigned a B1 rating to DL's new
notes and changed the outlook to stable, reflecting the Company's
higher debt load.


DUNNING BROTHERS: Creditors Invited to Vote for a Trustee
---------------------------------------------------------
All creditors of Dunning Brothers Company (and their successors in
interest) are invited to attend a meeting of creditors pursuant to
Section 44 of the Bankruptcy Act of 1898 on Wednesday, August 5,
2009, at 2:00 p.m. before the Honorable Christopher M. Klein in
Sacramento, California, for the purpose of electing a trustee in
Dunning Brothers' 73-year-old bankruptcy case pursuant to Section
44 of the Bankruptcy Act and to conduct any other appropriate
business.

Established as a repair shop for harvesters, Dunning Brothers
Company was incorporated in 1907 and had its principal place of
business in Marysville, California.  Dunning Brothers expanded
into automobile sales and repair, and in 1912 was the exclusive
Ford automobile dealer in Yuba and Sutter Counties, California.
Dunning Brothers grew further as it became an authorized dealer
for Lincoln automobiles and Fordson tractors, and operated a
hotel.

Dunning Brothers sought protection under the Bankruptcy Act of
1898 in the United States District Court for the Northern District
of California (now part of the Eastern District of California)
(Case No. 6824) on April 27, 1936.  That case was closed in August
1937, but reopened in July 1941 to administer certain then-newly
discovered, previously unadministered assets, and closed again in
June 1942.  The case was reopened on June 16, 2009, pursuant to
Section 2.a(8) of the Bankruptcy Act to administer certain newly
discovered, previously unadministered assets.  The reopened case
is now pending in the Sacramento Division of the United States
Bankruptcy Court for Eastern District of California as Case No.
36-26824.

The newly discovered assets are four parcels of apparently
unencumbered land, slightly over one-acre in the aggregate, in
Sacramento.  For information concerning this proceeding, contact:

    Jason E. Rios, Esq.
    Felderstein Fitzgerald Willoughby & Pascuzzi LLP
    400 Capitol Mall, Suite 1450
    Sacramento, CA 95814-4434
    Telephone (916) 329-7400


EAST JORDAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: East Jordan Cooperative Company
        102 State Street
        East Jordan, MI 49727

Bankruptcy Case No.: 09-07855

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Wallace H. Tuttle, Esq.
                  Wallace H. Tuttle & Associates, P. C.
                  3191 Logan Valley Road
                  PO Box 969
                  Traverse City, MI 49685-0969
                  Tel: (231) 941-0750
                  Fax: (231) 941-8568
                  Email: whtpcecf@charterinternet.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/miwb09-07855.pdf

The petition was signed by William S. Thompson, general manager of
the Company.


EDISON FUNDING: Moody's Cuts Ratings on Senior Notes to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured notes of
Edison Funding Company to Ba3 from Ba1 concluding the review for
downgrade that was initiated on August 13, 2008.  EFC's rating
outlook is stable.

The downgrade reflects the increased probability that EFC will
breach a financial covenant of a minimum net worth test in its
financing documents based upon the disclosure by parent company
Edison International in its March 31, 2009 10-Q that a substantial
after-tax write-off of around $550 million to $600 million would
occur at Edison Capital and its subsidiaries, including EFC,
related to cross-border leases entered into by EdCap and its
subsidiaries as a result of the global settlement reached with the
IRS last month.  EdCap funds the majority of its leasing
investments through EFC so any cross-border leasing related write-
off would impact the balance sheets of EdCap and EFC.  EIX also
disclosed in its 10-Q that EdCap, through a wholly-owned
subsidiary (EFC), is required to maintain a minimum net worth that
ranges from $130 million to $160 million.  The minimum net worth
covenant was satisfied at March 31, 2009.  Given the range of the
potential write-off disclosed by EIX and Moody's understanding of
the current level of net worth at EdCap and at EFC, Moody's
believes it is highly likely that the financial covenant would be
triggered following a write-off associated with the cross-border
lease termination which is likely to be taken when EIX reports
second quarter 2009 results.

The downgrade to Ba3 also factors in the weakened standalone
profile of EFC following the termination of the cross-border
leases as the remaining assets are extremely modest relative to
the remaining amount of outstanding debt.  While Moody's views the
IRS settlement as a favorable development for EIX, it does
substantially weaken credit quality and standalone reoccurring
cash flow at EdCap and EFC.  Ongoing payment of EFC's debt service
and final repayment of EFC's debt is highly dependent upon some
form of cash contribution from EIX, the parent.  While there is no
explicit guarantee or support agreement between EIX and EFC,
Moody's believes that EIX will provide sufficient capital to
satisfy EFC's debt obligations as they come due given the
historically important role of EdCap and EFC within the EIX
family.

Following the write-off at EFC and at EdCap, the net worth
covenant in the EFC indenture will likely be breached giving EFC's
noteholders the ability to accelerate or put back the debt to EFC
for repayment.  Moody's understands that the current and expected
level of cash and other forms of liquid assets at EdCap and EFC
comfortably exceeds the level of debt and related obligations
(Moody's estimates are at $120 million) that would need to be
satisfied.

EFC's stable rating outlook reflects Moody's expectation that,
notwithstanding the likelihood of a covenant breach in the EFC
indenture, Moody's believe that EIX will provide the necessary
capital to satisfy EFC's obligations on a timely basis.  Moody's
observes that EIX has access to a $1.425 billion revolving credit
facility expiring in 2013 that was undrawn at March 31, 2009.

The last rating action at EFC occurred on August 13, 2008 when the
senior unsecured notes of EFC were placed under review for
possible downgrade.

EFC's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of EFC versus others within its industry or
sector, ii) the capital structure and financial risk of EFC, iii)
the projected performance of EFC over the near to intermediate
term, and iv) EFC history of achieving consistent operating
performance and meeting financial plan goals.  These attributes
were compared against other issuers both within and outside of
EFC's core peer group and EFC's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

Downgrades:

Issuer: Edison Funding Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     from Ba1

Outlook Actions:

Issuer: Edison Funding Company

  -- Outlook, Changed To Stable From Rating Under Review

Headquartered in Irvine, California, EFC is a wholly-owned
subsidiary of EdCap.  Both EFC and EdCap are wholly-owned
subsidiaries of Edison Mission Group, which in turn, is a wholly-
owned subsidiary of EIX.


EDISON MISSION: Moody's Downgrades Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service lowered the long-term ratings of Edison
Mission Energy and its subsidiary, Midwest Generation Company,
LLC, including EME's Corporate Family Rating and Probability of
Default Rating to B1 from Ba3.  Moody's also affirmed EME's
speculative grade liquidity rating at SGL-3, and assigned a B1
rating to EME's senior secured credit facility that expires in
2012.  The rating outlook for EME and MWG is stable.

The downgrade reflects Moody's expectation that 2009 and 2010
earnings and cash flow are likely to be weaker than historical
levels due to reduced electric demand, lower commodity prices for
electricity, and a largely unhedged electric output portfolio.
Moody's calculates that EME sold about 20% less Megawatt Hours of
electricity during the first quarter 2009 as compared to 2008 due
in large part to weaker electric demand from the current
recessionary economy.  Moody's anticipates MWh production for the
remainder of 2009 to continue at a lower level given the economic
challenges that exist in the Midwest and Mid-Atlantic regions of
the U.S.  EME's recent commercial strategy has been to operate its
portfolio with an unhedged or open position, exposing it to weaker
earnings and cash flow during the current down cycle.  Moody's
calculates that EME is approximately 30-35% hedged for 2009 and
about 20% hedged for 2010.  Moody's do not anticipate the company
will alter this commercial strategy in the near-term given the
capital needs to fund new wind development projects and meet
certain environmental requirements, particularly at its Midwest
fleet.  While Moody's understand that EME continues to have
discussions with turbine suppliers to defer the payment of the
remaining commitments under each of its current supply agreements,
EME's capital requirements for the wind development projects and
environmental related commitments remain substantial.  During the
next two years, Moody's estimates that the company's credit
metrics are likely to be more consistent with a "B" rating
category as cash flow (CFO-pre W/C) to adjusted debt is likely to
range from 8% to 11% while cash flow to interest expense falls to
2.0-2.5x.  In addition, the company is likely to be free cash flow
negative.

Moody's downgrade at MWG is prompted by the close
interrelationship that exists between EME and MWG through the
Powerton and Joliet sale leaseback agreement and by MWG's dominant
position as the primary source of earnings and cash flow for EME.

The Ba2 secured rating and stable outlook at Homer City Funding
LLC, an EME affiliate, remains unchanged given Moody's belief that
senior rent service coverage will remain around 2.0x over the next
twelve months given the expected improvement in operating
performance at EME Homer City Generation as well as the existence
of various structural features in the financing which help to
provide some protection to senior lease debt in a declining
commodity price environment.  At 03/31/2009, the senior rent
service coverage was 1.85x.

EME's speculative grade rating ofSGL-3 reflects Moody's
expectation that the company will produce negative free cash flow
over the next two years and will fund any negative free cash flow
from the approximate $2.0 billion of balance sheet cash at
03/31/2009.  The SGL-3 rating also considers the substantially
drawn status on both the EME $564 million revolving credit and the
$500 million MWG revolving credit, leaving approximately
$110 million of combined borrowing availability at 03/31/2009.
Both facilities do not mature until June 2012 while EME's next
bullet bond maturity does not occur until June 2013.  Both credit
facilities have financial covenants which EME and MWG should be
able to maintain over the next twelve months.  The EME revolver
requires that recourse debt to total capitalization not to exceed
75% and requires that interest coverage (as defined in the credit
agreement) be greater than 1.20x.  At March 31, 2009, EME's
recourse debt to total capitalization was slightly less than 60%
and its interest coverage ratio was 1.59x.  The MWG revolver
requires debt to total capitalization not to exceed 60%.  At March
31, 2009, MWG's total debt to total capitalization was 26%.
Moody's observes that cash can be trapped at EME Homer City under
the Homer City Funding lease agreement if EME Homer City's
coverage of senior debt service is less than 1.7x.  To the extent
that cash is trapped at EME Homer City, covenant compliance under
the EME revolver will become tighter.  Moody's do understand that
EME successfully closed on June 26th a multi-year project
financing for approximately 300 megawatts of wind capacity, the
proceeds of which can be used by EME to enhance liquidity.
Moody's observes that many of the company's assets are pledged to
creditors limiting the near-term potential for additional
liquidity from asset sales.

The last rating action on EME and MWG occurred on March 24, 2009
when EME's and MWG's ratings were placed under review for possible
downgrade.

EME's and MWG's ratings were assigned by evaluating factors
believed to be relevant to their credit profile, such as i) the
business risk and competitive position of EME and MWG versus
others within its industry or sector, ii) the capital structure
and financial risk of EME and MWG, iii) the projected performance
of EME and MWG over the near to intermediate term, and iv) EME's
and MWG's history of achieving consistent operating performance
and meeting financial plan goals.  These attributes were compared
against other issuers both within and outside of EME's and MWG's
core peer group and EME's and MWG's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

Downgrades:

Issuer: Edison Mission Energy

  -- Probability of Default Rating, Downgraded to B1 from Ba3

  -- Corporate Family Rating, Downgraded to B1 from Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     (LGD4, 64%) from B1 (LGD4, 63%)

Issuer: Midwest Generation, LLC

  -- Senior Secured Bank Credit Facility, Downgraded to Ba1 (LGD1,
     02%) from Baa3 (LGD1, 01%)

  -- Senior Secured Pass-Through Certificates, Downgraded to Ba1
     (LGD2, 13%) from Baa3 (LGD2, 10%)

Assignments:

Issuer: Edison Mission Energy

  -- Senior Secured Bank Credit Facility, Assigned at B1 (LGD3,
     49%)

Outlook Actions:

Issuer: Edison Mission Energy

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Midwest Generation, LLC

  -- Outlook, Changed To Stable From Rating Under Review

Headquartered in Irvine, California, EME is an independent power
producer and an indirect wholly-owned subsidiary of EIX.  At
December 31, 2008, EME had an ownership or leased interests of
9,849 megawatts of electric capacity, of which MWG owned 5,766 MW
of base load and mid-merit coal-fired assets in the Midwest and
EME Homer City, had a leasehold interest in the Homer City
Generation Station, a 1,884 MW coal-fired base load plant in
Western Pennsylvania.


ELITE LANDINGS: Plan Filing Period Extended to November 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
extended Elite Landings, LLC and Petters Aviation LLC's exclusive
period to propose a plan through and including November 15, 2009.
The Debtors' exclusive period to solicit acceptances thereof was
extended to January 14, 2010.

In its motion, the Debtors told the Court that due to the seizure
of records belonging to both Thomas J. Petters, personally and
entities associated with him in connection with the pending
criminal proceedings, as well as the convoluted and interrelated
nature of all of the entities associated with Thomas J. Petters,
additional time is required in order to investigate the validity
of the obligations claimed to be owed to other Petters entities,
as well as to whether the transfers from Elite and Petters
Aviation to those entities may be recoverable.

A report from the forensic accountants hired by Douglas E. Kelley,
the Receiver appointed by the U.S. District Court to oversee
Thomas J. Petters assets and holdings is not yet available and it
is uncertain when it will become available.

The Debtors add that it is premature for Petters Aviation to
propose a plan of reorganization when the value of many of its
assets, including its equity ownership interest in MN Airlines
Holdings, Inc. is still unknown.  MN Airlines Holdings owns 100%
of the stock in MN Airlines, LLC dba Sun Country Airlines.

                       About Elite Landings

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  Cass Weil, Esq., and James
A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings,
LLC as counsel.  In its petition, the Company listed between
$10 million and $50 million each in assets and debts.

The company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% o the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp. filed its second voluntary petition for Chapter 11
on December 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617).


ENERGY PARTNERS: Quarterly Payments to MMS Hiked to $2.04 Million
-----------------------------------------------------------------
Energy Partners, Ltd., disclosed in a filing with the Securities
and Exchange Commission that it received a letter from Minerals
Management Service requesting an additional $10.95 million in
financial assurance based on the actual costs for partial and
completed well plugging and abandonment associated with the
Company's federal leases in the East Bay field.

Energy Partners, Ltd., entered into a binding term sheet with the
MMS on April 30, 2009, to establish terms for the Company to
address its obligations owed to the MMS pursuant to the MMS order
dated March 23, 2009.  Pursuant to the term sheet, the Company was
obligated to make payments totaling $36.1 million to the
established trust account for the benefit of the MMS under the
Decommissioning Trust Agreement dated Dec. 23, 2008, among the
Company, the MMS and JP Morgan Chase Bank, NA.

On June 24, 2009, the Company advised the MMS that the Company
will provide the additional $10.95 million by increasing its
quarterly payments identified in the term sheet -- the quarterly
payments are presently contemplated to commence on October 31,
2009 -- which would increase the quarterly payments from
approximately $1.2 million to approximately $2.04 million.

                       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.


ERWIN SHARTZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Erwin S. Shartz
               Carolyn F. Shartz
               5206 E. Longboat Boulevard
               Tampa, FL 33615

Bankruptcy Case No.: 09-14166

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Miriam L. Sumpter Richard, Esq.
                  Fresh Start Law Firm, Inc.
                  505 East Jackson Street, Suite 303
                  Tampa, FL 33602
                  Tel: (813) 387-7724
                  Fax: (813) 387-7727
                  Email: miriam@freshstartlawfirm.com

Total Assets: $1,588,082

Total Debts: $1,975,680

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

      http://bankrupt.com/misc/flmb09-14166.pdf

The petition was signed by the Joint Debtors.


EXCO RESOURCES: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on independent exploration and production firm
EXCO Resources Inc. on CreditWatch with positive implications.

"The ratings action follows the announcement that EXCO has entered
into an agreement with BG Energy Holdings [A/Stable/A-1] for the
joint development of EXCO's Haynesville Shale acreage and other
assets in North Louisiana and East Texas regions," said Standard &
Poor's credit analyst Jeffrey Morrison.  EXCO has also agreed to
sell a 50% interest in its North Louisiana and East Texas
midstream Assets to BG. Under the terms of these agreements, EXCO
will receive $904 million in initial proceeds.  Additionally,
BG has agreed to fund $400 million in capital development on
EXCO's behalf, paying 75% of EXCO's drilling and completion costs
in the Haynesville Shale until the $400 million commitment is
satisfied.

Pro forma a successful close of these transactions (and after
taking into account $460 million in other asset sales that include
the sale of $375 million in assets in East Texas and the Mid-
Continent to Encore Acquisition Co.), S&P expects EXCO's total
book debt to be reduced to approximately $1.7 billion from over
$3 billion at the end of the first quarter.  Additionally, S&P
believes asset sale proceeds should allow for full repayment of
the $300 million senior unsecured term loan at wholly owned,
indirect subsidiary EXCO Operating Co. L.P. that matures in
January 2010.

If completed as outlined, S&P expects these transactions will
materially reshape EXCO's balance sheet, remove near-term
refinancing risk related to the $300 million term loan, and
strengthen liquidity.  As a result, S&P could stabilize or upgrade
EXCO's current 'B' rating, following a full review of the company
upon or near a successful close of aforementioned transactions.
S&P also expects to comment on any potential changes to the issue
and/or recovery ratings on EXCO's $450 million senior unsecured
notes at that time.


EXTENDED STAY: Allowed to Continue Payments to HVM LLC
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a second interim order, authorizing Extended Stay Inc. to
reimburse HVM LLC of the operating expenses that become payable
between June 15, 2009, and the date it will issue final approval
of the proposed reimbursement.

The Court will hold a hearing on July 17, 2009, to consider final
approval of the proposed reimbursement.  Creditors and other
concerned parties have until July 13 to file any objections.

Prior to the entry of the second interim order, the Official
Committee of Unsecured Creditors, Maiden LLC and Wachovia Bank
N.A., filed objections in Court, seeking to delay the hearing on
the Debtors' request.  The Creditors Committee asserted that it
needs more time to obtain additional information about the
operating expenses as well as review them to determine whether
the expenses are critical to and in the best interests of the
Debtors' estates and their creditors.  Meanwhile, Maiden and
Wachovia Bank contented that any cash collateral of the Debtors
should not be used for payment of management fees accrued by HVM
prepetition or payment to the so-called "insiders."

In response to the Creditors Committee's objection, the Debtors
argued that no adjournment is necessary on grounds that the
proposed second interim order will be reconsidered at the final
hearing, allowing the Creditors Committee enough time to be fully
prepared to respond.

The Debtors also asked the Court to overrule two other
objections, saying Maiden and Wachovia Bank did not provide
substantive objections to the proposed reimbursement.

In a separate filing, U.S. Bank National Association reserved its
right to file an objection pending the final hearing on the
Debtors' request.

HVM manages the Debtors' hotels.  It is an entity affiliated with,
but not directly owned by, the Extended Stay family of companies.
Among other things, HVM employs about 10,000 employees that are
responsible for the services at the individual hotels.  HVM also
enters into contracts with utility providers and other vendors
that directly provide critical services to the hotels.

The Critical Operating Expenses that HVM makes payments for
include (a) salaries of about 10,000 employees, (b) utility
payments, (c) repair and maintenance payments, (d) property
taxes, (e) insurance payments, and (f) reservation and travel
agent fees, according to Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges LLP, in New York, proposed attorneys for the
Debtors.

The ability of HVM to continue the operation of the Extended Stay
portfolio of hotels going forward will depend on uninterrupted,
continued access to the services provided by certain providers of
essential services to the Debtors' properties, Ms. Marcus
previously said.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Filing Spurs Line Trust Suit vs. Lichtenstein
------------------------------------------------------------
Line Trust Corporation Ltd. and Deuce Properties Ltd. have
brought charges against David Lichtenstein, certain financial
institutions and certain other parties, alleging that the
Defendants caused Extended Stay Inc. and certain of its
affiliates to file for bankruptcy protection.

In a 68-page complaint filed in the Supreme Court for the State
of New York on June 24, 2009, Line Trust and Deuce Properties
accused Mr. Lichtenstein, managing principal of Extended Stay, of
being part of a scheme allegedly orchestrated by their senior
lenders to put the Entities in bankruptcy.

The senior lenders, which have also been named in the complaint,
are Wells Fargo Bank N.A., Wachovia Bank N.A., Bank of America
N.A. and U.S. Bank National Association.  The Lender Defendants
provided $7.4 billion, which Mr. Lichtenstein used to finance the
acquisition of the Extended Stay Entities from Blackstone Group
LP in 2007.  The $7.4 billion financing consisted of $4.1 billion
mortgage loan and $3.3 billion "mezzanine" loan.

Line Trust and Deuce Properties are investors that together,
contributed $214 million to the junior debt used for the
acquisition of Extended Stay.  Under the Complaint, they assert
that the Lender Defendants (i) induced Mr. Lichtenstein to put
the Extended Stay Entities in bankruptcy to push out junior loan
holders; and (ii) in return, promised to indemnify Mr.
Lichtenstein for $100 million in personal liabilities as a result
of the bankruptcy filing, and a $5 million "litigation defense
war chest" to resist claims by junior lenders.

Representing Line Trust and Deuce Properties, Stephen Meister,
Esq., at Meister Seelig & Fein LLP, in New York, contended that
the Lender Defendants resorted to bankruptcy filing only after
their original plan did not work out.  He said that under the
original plan, the Lender Defendants and Mr. Lichtenstein
allegedly conspired to "manufacture an event of default" under
the loan agreements by deliberately not paying about $3.5 million
in the operating expenses of the Extended Stay Entities.

The loan agreements, Mr. Meister said, allowed Mr. Lichtenstein
and the Lender Defendants until June 12, 2009, to make their
original plan work.  However, the scheme was foiled when, on
June 3, 2009, the Line Trust Plaintiffs obtained from Supreme
Court Justice Richard Lowe III a temporary restraining order that
was still in effect on June 12, according to Mr. Meister.

Mr. Meister stated that the Line Trust Plaintiffs and other
junior lenders made an offer "to convert all mezzanine loans into
tranched preferred equity positions" in the holding company
owning the Extended Stay Entities that would have reduced the
Extended Stay debt to $4.1 billion.

"But the senior lender defendants were not content merely to
reorganize borrowers so they were stable and solvent but rather
insisted upon themselves being able to steal the valuable hotel
properties and wipe out plaintiffs and the other junior mezzanine
lenders while at the same time reinstating their cohort, [Mr.]
Lichtenstein, in equity via a management agreement containing an
equity kicker," Mr. Meister told the Supreme Court.

Under the Complaint, Line Trust and Deuce Properties seek
$314 million in compensation and damages.

Cerberus Capital Management L.P. and Centerbridge Partners L.P.
are also named as defendants under the Line Trust Complaint,
accused of being part of the scheme.  Cerberus and Centerbridge
are among the certificate holders who own portions of the
$4.1 billion.

A full-text copy of the 68-page Line Trust Complaint is available
for free at http://bankrupt.com/misc/601951-2009.pdf

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Has Access to Cash Collateral Until July 17
----------------------------------------------------------
Extended Stay Inc. and its debtor affiliates obtained interim
approval from the U.S. Bankruptcy Court for the Southern District
of New York to use cash earmarked as collateral for their
prepetition loans.  In a June 29, 2009 ruling, Judge James Peck
of the U.S. Bankruptcy Court for the Southern District of New
York granted the Debtors access to their cash collateral through
the date of a final hearing scheduled for July 17.

The cash the Debtors has been granted access to serves as
collateral for the $4.1 billion loan David Lichtenstein, chairman
of Lightstone Group LLC, used to finance the acquisition of
Extended Stay Inc. and its affiliates from Blackstone Group LP in
April 2007.  Mr. Lichtenstein availed the loan from Wachovia Bank
N.A., Bank of America N.A., and Bear Stearns Commercial Mortgage
Inc., which was succeeded by U.S National Bank Association.

"The Debtors require the use of cash collateral in order to
finance their operations, absent which immediate and irreparable
harm will result to the Debtors, their estates and creditors, and
the prospects for a successful conclusion of the chapter 11
cases," Judge Peck said in his 35-page ruling.

"The Debtors," the Court acknowledged, "do not have sufficient
available sources of working capital and financing to operate
their business in the ordinary course of business or to maintain
their properties without the use of cash collateral."

In return for the Debtors' use of the cash collateral, Judge Peck
granted U.S. Bank and the trust where the $4.1 billion is
deposited security interest in and lien on the Debtors' assets.
The Court also granted the Lenders allowed superpriority
administrative expenses claims against the Debtors, among other
things.

The June 29 Interim Approval is the Court's second order,
granting the Debtors interim access to their cash collateral.
The Debtors previously obtained interim permission to use cash
collateral on June 16, the day after they filed for bankruptcy
protection.

The June 29 Interim Order includes additional provisions that the
Debtors note are aimed to address the concerns of the Official
Committee of Unsecured Creditors and other parties that objected
to cash collateral use request.  Before the entry of the Court's
ruling, the Debtors asserted that the objections to their cash
collateral use request (i) do not provide the Court with the
appropriate context in which to evaluate what has transpired;
(ii) misstate or omit certain facts regarding the parties who
have interests in the cash collateral; and (iii) demonstrate that
at certain of the entities that objected to the Debtors' cash
collateral use are not familiar with or do not understand the
capital and corporate structure of the Debtors.

The Creditors Committee particularly criticized the provision
that grants superpriority claims to U.S. Bank and the trust for
any diminution in value of the prepetition collateral.  The
Committee expressed concern that the superpriority claim would
cover all of the Debtors' properties, including those that are
not encumbered by the alleged liens of US Bank and the trust.  In
fact, the Committee suggested that the interim order be revised
to reflect that there is no presumption that an expenditure made
in accordance with the cash collateral budget does or does not
create a diminution in value of the prepetition collateral.

Other parties, including Maiden Lane LLC, Line Trust Corporation
Ltd., Deuce Properties Ltd., and Wachovia Bank N.A., complained
of the lack of adequate protection provided to creditors'
interest, among other things.

In a separate filing, U.S. Bank National Association reserved its
right to file an objection pending the final hearing on the Cash
Collateral Motion.

A full-text copy of the June 29 Interim Cash Collateral Order and
a revised budget is available for free at:

  http://bankrupt.com/misc/ESI_June29InterimCashCollOrder.pdf
  http://bankrupt.com/misc/ESI_RevisedBudget.pdf

In a separate report, Reuters relates that Extended Stay obtained
interim court approval to use $86 million of its cash collateral.
The company plans to use $17.5 million to make mortgage payments
on its hotels and another $50 million to pay HVM LLC, which
manages the hotels, for certain expenses it paid for, Reuters
noted.

Attorney for Extended Stay, Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, said it was "critical" that the company be
allowed to ensure that its "deficient" rooms be brought back up
to "operating conditions" with the arrival of peak vacation
season.  Ms. Marcus estimated Extended Stay to generate about
$54 million in revenues between June 28, 2009, and the July 17,
2009 final hearing, Reuters noted.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Seeks to Hire Lazard As Financial Adviser
--------------------------------------------------------
Extended Stay Inc. and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York
to employ Lazard Freres & Co. LLC as their financial adviser and
investment banker effective June 15, 2009.

The Debtors selected the firm because of its excellent reputation
as financial adviser and investment banking services provider to
companies in bankruptcy reorganizations, says Joseph Teichman,
Extended Stay's secretary and general counsel.  He adds that
Lazard is also familiar with the Debtors' financial and business
operations in light of its previous employment with the Debtors.

As financial adviser and investment banker to the Debtors, Lazard
Freres will be tasked to:

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

  (b) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

  (c) assist in the determination of a capital structure for the
      Debtors;

  (d) assist in determining a range of values for the Debtors on
      a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with their stakeholders;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with stakeholders, ratings
      agencies or other parties in connection with any
      restructuring;

  (g) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

  (h) advise and assist in evaluating a potential financing
      transaction by the Debtors;

  (i) assist the Debtors in preparing documentation within the
      firm's area of expertise that is required in connection
      with the restructuring;

  (j) assist the Debtors in identifying and evaluating
      candidates for a potential sale transaction, advise the
      Debtors in connection with negotiations and aiding in the
      consummation of a sale transaction;

  (k) attend meetings of Extended Stay's Board of Directors and
      its committees;

  (1) provide testimony, as necessary, with respect to matters
      on which the firm has been engaged to advise the Debtors
      in any proceeding before the bankruptcy court.

In return for its services, Lazard will be paid a monthly fee of
$200,000, and will be reimbursed of its actual and necessary
expenses.  The Debtors also seek to entitle the firm to a
$10 million fee payable upon the completion of a restructuring,
and as much as $7.5 million to be paid, at the Debtors'
discretion, upon consummation of a restructuring or a sale of
most of the Debtors' assets and their controlling interest in
equity securities.

The Debtors agree to indemnify Lazard of any losses, claims and
damages that may result from its employment with the Debtors.

Frank Savage, managing director and vice-chairman of the U.S.
Investment Banking of Lazard, assures the Court that his firm
does not hold or represent interests adverse to the Debtors or
their estates.  He asserts that his firm is a "disinterested
person" under Section 101(14) of the Bankruptcy Code.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: U.S. Trustee Appoints 5-Member Creditors' Panel
--------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, appointed
five members to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Extended Stay Inc. and its
debtor affiliates.

The Committee members are:

  (1) Manufacturers and Traders Trust Company
      25 South Charles Street, 16th Floor
      Baltimore, Maryland 21201
      Attn: Robert D. Brown, Administrative Vice President
      Tel. No. (410) 244-4238

  (2) Wachovia Bank, N.A.
      375 Park Avenue
      New York, New York 10152
      Attn: Ronal Rhagat, Vice President
      Tel. No. (212) 214-0114

  (3) Bank of America, N.A.
      214 North Tryon Street
      Charlotte, North Carolina 28255
      Attn: Jeffrey B. Hoyle, Managing Director
      Tel. No. (980) 388-4385

  (4) Ashford Hospitality Finance L.P.
      14185 Dallas Parkway, Suite 1100
      Dallas, Texas 75254
      Attn: David A. Brooks, Vice President
      Tel. No. (972) 778-9207

  (5) Hospitality F LLC
      c/o Greenberg Nicoletta & Stein
      370 Lexington Avenue
      New York, New York 10017
      Attn: Sam Weiss, Member
      Tel. No. (718) 384-0472

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

  (i) consult with the Debtors concerning the administration of
      the Debtors' bankruptcy cases;

(ii) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, their business
      operations and the desirability of the continuance of
      the business, and any other matter relevant to the case
      or to the formulation of a plan of reorganization for the
      Debtors;

(iii) participate in the formulation of a plan, advise its
      constituents regarding its determinations as to any plan
      formulated, solicit votes accepting or rejecting the plan,
      and file with the Court results of that solicitation;

(iv) request the appointment of a trustee or examiner; and

  (v) perform other services in the interest of its
      constituents.

The Creditors Committee may retain counsel, accountants or other
agents to represent or perform services for the panel.

               BofA, Wachovia File Declarations

In connection with their appointment to the Creditors Committee,
BofA and Wachovia Bank submitted declarations to the U.S.
Bankruptcy Court for the Southern District of New York, assuring
the Court that they will not engage in any trading activity with
respect to claims which they assert against the Debtors under a
certain mezzanine loan agreement they are parties to.

                        About Extended Stay

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

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

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

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


FIRSTPLUS FINANCIAL: Wants to Hire Cox Smith as Attorneys
---------------------------------------------------------
FirstPlus Financial Group Inc. asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Cox Smith
Matthews Incorporated as attorneys.

The firm will:

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

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

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

  d) advise the Debtor in respect of bankruptcy and issues
     pertinent to this bankruptcy case, or other such services as
     requested;

  e) perform all other legal services in connection with the
     chapter 11 case; and

  f) however, the Debtor contemplates retaining special counsel
     and advisors to advise on federal and state tax issues,
     federal securities law issues and any federal criminal
     investigations or actions, and Cox Smith will assist in these
     areas but will not have primary responsibility for them.

The firm's professionals who will involved in the Debtors' cases
are:

     Professional             Designation   Hourly Rate
     ------------             -----------   -----------
     George H. Tarpley        Shareholder   $550
     Aaron M. Kaufman         Associate     $265
     Deborah Andreacchi       Paralegal     $165

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

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

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

The company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  The Debtor has total assets
of $15,503,125 and total debts of $4,539,063 as of June 30, 2008.


FLEETWOOD ENTERPRISES: Cavco Wants to Buy Firm for $28.9 Million
----------------------------------------------------------------
Reuters reports that Fleetwood Enterprises Inc. said that Cavco
Industries Inc., along with Third Avenue Trust Value Fund, has
offered to acquire the Company's manufactured housing business for
$28.9 million.

Reuters relates that assets that Cavco and Third Avenue are
seeking to acquire include seven manufactured housing plants, one
office building and all related equipment, accounts receivable and
inventory.

According to Reuters, the bid from Cavco is subject to execution
of a definitive acquisition agreement and bankruptcy court
approval.

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

The Company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-
14254).  Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FORD MOTOR: June 2009 Sales Down 11% From Year Ago
--------------------------------------------------
Customer demand for new products helped Ford Motor Company
increase market share in June, even as Ford continued to
de-escalate incentive spending.  Ford, Lincoln and Mercury sales
totaled 148,153, down 11 percent versus a year ago, which is
believed to be the month's lowest decline among major auto
manufacturers.

"We're making steady progress and are firmly focused on our Plan
to build a sustainable and exciting Ford," said Jim Farley, Ford
group vice president, Marketing and Communications.  "We remain
grounded, however, given challenging industry and economic
conditions."

Sales of the Ford Fusion were 18,561, a June sales record and up
26 percent versus a year ago.  Ford Flex sales were 4,784, a
record for any month since it hit dealerships in June 2008.  Sales
of the company's hybrid vehicles totaled 3,649, a June sales
record and up 91 percent versus a year ago.

"Customers tell us they love our new products, and they're not
holding back on their investments in higher series levels and top-
shelf options," said Mr. Farley.

"Customers are showing us just how much they value the quality,
fuel efficiency, safety and smart technology incorporated in our
new product lineup," he added.  "This is an exciting time for
Ford, which has more new vehicles in the market this year than any
other automaker."

Internal and external studies show a positive trend in the
percentage of consumers with favorable opinions about Ford, and
growing numbers of consumers who are willing to consider
purchasing a Ford product thanks to improved fuel economy, smart
technology and higher residual values.

Other sales highlights:

   -- Ford Mustang sales to retail customers nearly matched year-
      ago levels.  The new 2010 Mustang, which debuted in May,
      achieved a 52 percent conquest rate in June -- one of the
      highest for any Ford product.

   -- Retail sales for the Ford Escape and Mercury Mariner small
      utility vehicles were equal to a year ago.  The Escape and
      Mariner are available with hybrid engines making them the
      most fuel-efficient utility vehicles in America.

   -- Retail sales for the Ford F-Series and Ranger pickup trucks
      were higher than a year ago.  The new F-150 pickup offers
      customers best-in-class capability and unsurpassed fuel
      economy and the Ranger is the most fuel-efficient compact
      pickup in America.

   -- Mercury Milan sales to retail customers also neared year ago
      levels.  Like the Fusion, the new 2010 Milan has a hybrid
      version.  The Fusion and Milan are the most fuel-efficient
      mid-size sedans in America.

   -- Although Lincoln sales were lower than a year ago, Lincoln
      gained market share in the luxury segment in the first half
      2009 versus a year ago.  This primarily reflects the
      strength of the all-new Lincoln MKS sedan.  A new Lincoln
      MKZ sedan debuted in March, and an all-new Lincoln MKT
      crossover will be introduced later this year.

                    Inventories and Production

At the end of June, Ford vehicle inventories totaled 343,000
(equivalent to 60 days' supply).  This level was 8,000 vehicles
lower than at the end of May and 214,000 vehicles lower than a
year ago.

Given tightly controlled inventories and higher-than-expected
demand for its products, Ford announced plans to increase third-
quarter production by 25,000 vehicles to 485,000, up 67,000
vehicles (16 percent) versus a year ago.

                        "Cash for Clunkers"

The new federal "Cash for Clunkers" legislation that allows U.S.
consumers to receive government-backed incentives for trading in
older, less fuel-efficient vehicles is welcome news for Ford, Mr.
Farley said.

"Our global experience with similar programs teaches us that
reaching out to dealers and customers quickly and directly is the
key to success," said Mr. Farley.  "Our new web-based tool was
operational last week.  At www.ford.com, dealers and customers can
'Let Ford Recycle Your Ride' and find out whether their vehicle is
eligible for a voucher as well as what new Ford vehicles qualify
under the program."

"The timing of the program couldn't be better because we have the
freshest lineup in the industry, and many Ford vehicles lead in
fuel economy," he added.  "There's even more to come in the second
half of the year, with the arrivals of the all-new Ford Taurus,
Ford Transit Connect, Lincoln MKT and the introduction of EcoBoost
engine technology on the Taurus SHO, Ford Flex and Lincoln MKS and
MKT.

                      About Ford Motor Company

Ford Motor Company (NYSE: F) -- http://www.ford.com/-- based in
Dearborn, Michigan, manufactures or distributes automobiles across
six continents.  With about 205,000 employees and about 90 plants
worldwide, the company's automotive brands include Ford, Lincoln,
Mercury and Volvo.  The company provides financial services
through Ford Motor Credit Company.

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

                          *     *     *

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

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


FORD MOTOR: DOE Pledges $5.9BB Funding; Loan Pacts May Be Revised
-----------------------------------------------------------------
Ford Motor Company disclosed in a regulatory filing with the
Securities and Exchange Commission that on June 23, 2009, it
entered into a Conditional Commitment Letter with the U.S.
Department of Energy pursuant to which DOE is willing to:

   (i) arrange a 13-year multi-draw term loan facility under
       the DOE's Advanced Technology Vehicles Manufacturing
       Incentive Program in the aggregate principal amount of
       $5.937 billion,

  (ii) designate the Company as a borrower under the ATVM Program,
       and

(iii) cause the Federal Financing Bank to enter into an agreement
       for the purchase of notes to be issued by the Company
       evidencing the loans.

The Federal Financing Bank is an instrumentality of the United
States government created by the Federal Financing Bank Act of
1973 that is under the general supervision of the Secretary of the
Treasury.

Ford submitted an application for term loans totaling $11.4
billion to the DOE dated November 18, 2008, pursuant to the DOE's
Advanced Technology Vehicles Manufacturing Incentive Program.  The
Company's application, which was deemed substantially complete
December 16, 2008, relates to ATVM Program expenditures approved
by the DOE to be made by the Company extending beyond 2011.

By mutual agreement of the Company and the DOE, the Company's
application was amended and restated on June 12, 2009, to request,
initially, term loans totaling $5.937 billion to fund, in part,
the ATVM Program expenditures approved through 2011.  Loans to
fund the approved ATVM Program expenditures beyond 2011 are
subject to further approvals by the DOE.

The ATVM Program was authorized by section 136 of the Energy
Independence and Security Act of 2007, as amended from time to
time, to provide up to $25 billion of loans to automobile and
automobile part manufacturers for the cost of re-equipping,
expanding, or establishing manufacturing facilities in the United
States to produce advanced technology vehicles or qualified
components, and for associated engineering integration costs.
Loans under the ATVM will be made by and through the Federal
Financing Bank.

DOE's commitment under the Commitment Letter is subject to (a) the
preparation, execution and delivery of definitive agreements as
set forth in the Term Sheet attached to the Commitment Letter
incorporating the terms and conditions set forth in the
Conditional Commitment Letter and the Term Sheet, satisfactory to
DOE; (b) the absence of a Material Adverse Effect; (c) DOE's
satisfaction with all legal matters with respect to the Company;
(d) DOE's satisfaction with all tax and accounting matters with
respect to the Company; (e) DOE's satisfaction, in its reasonable
discretion, with the capital, corporate and organizational
structure of the Company; (f) the Company's receipt of all
material governmental and third party consents (if any) necessary
to permit the loans and the borrowings; and (g) those conditions
precedent specified in the Term Sheet.

The proceeds of advances under the Facility will be used to
finance certain costs eligible for financing under the ATVM
Program that are incurred though 2011 in the implementation of 13
advanced technology vehicle programs approved by DOE.  The
Commitment Letter limits the amount of advances that may be used
to fund Eligible Project Costs for each Project, and the Company's
ability to borrow to finance Eligible Project Costs with respect
to a Project will be conditioned on the Company meeting agreed
milestones and fuel economy targets for that Project.

Advances against the loans may be requested from the date of the
definitive agreements to June 30, 2012, and the loans will mature
on June 15, 2022.  Each advance will bear interest at a blended
rate based on the Treasury yield curve at the time such advance is
borrowed based on the principal amortization schedule for that
advance.  Interest will be payable quarterly in arrears.  The
principal amount of the loans will be payable in equal quarterly
installments commencing on September 15, 2012 through the Maturity
Date.

The Company's obligations under the Facility will be secured by a
first priority security interest in any assets purchased or
developed with the proceeds of the loans and a security interest
in all of the collateral pledged under the Company's existing
Credit Agreement dated as of December 15, 2006, subordinated
solely to (a) prior perfected security interests securing certain
indebtedness as defined in the Term Sheet and letters of credit
not to exceed $19,100,000,000 and cash management and hedging
obligations in an amount not to exceed $1,500,000,000 and (b)
certain other permitted liens described in the Term Sheet.

Certain of the Company's domestic subsidiaries that, together with
the Company, hold a substantial portion of the Company's
consolidated domestic automotive assets (excluding cash) and that
guarantee the Existing Credit Agreement will guarantee the
Company's obligations under the Facility, and future material
domestic subsidiaries will become guarantors when formed or
acquired.

             Ford to Seek Amendments in Existing Loan

To provide the subordinated security interest necessary to secure
the Company's obligations under the Facility and any obligations
under future loans up to the $11 billion in the aggregate that may
be extended by DOE pursuant to the Application, Ford says the
Existing Credit Agreement will have to be amended to increase from
$4 billion to $14 billion the limit of second lien debt that can
be secured by the assets securing the Company's obligations under
the Existing Credit Agreement.  Such an amendment will require the
vote of lenders holding a majority in principal amount of
outstanding indebtedness or commitments under the Existing Credit
Agreement.

Similarly, an amendment will be required to increase from $4
billion to $14 billion a second lien debt limitation applicable to
the Company's $3 billion principal amount 9.5% Guaranteed Secured
Note due January 1, 2018, issued pursuant to the UAW Retiree
Health Care Settlement Agreement.  The Settlement Agreement
established a new Voluntary Employee Beneficiary Association trust
that on December 31, 2009 would assume the obligation to provide
retiree health care to eligible active and retired UAW-represented
employees of Ford and their eligible spouses, surviving spouses
and dependents.

The Loan Documents will contain affirmative covenants
substantially similar to those in the Existing Credit Agreement
(including similar baskets and exceptions), including delivery of
the Company's financial statements and those of certain of its
subsidiaries, delivery of compliance certificates and notices of
default, maintenance of the Company's automotive business and
corporate existence, delivery of certain future guarantees and
collateral, as well as certain other affirmative covenants
required in connection with the ATVM Program, including compliance
with ATVM Program requirements, introduction of advanced
technology vehicles to meet or exceed projected overall annual
fuel economy improvements and delivery of progress reports and
audit reports with respect to the Projects.

The Loan Documents will contain negative covenants substantially
similar to those in the Existing Credit Agreement, including
restrictive covenants that limit, subject to certain exceptions,
the Company's ability to pay dividends, make certain repurchases
of equity or repay certain of its material indebtedness prior to
maturity, its ability and the ability of the guarantors to incur
secured indebtedness, the Company's ability to merge or
consolidate with another person or to grant liens on the
collateral securing the credit facilities, and the ability of the
Company's foreign subsidiaries whose equity has been pledged under
the Credit Agreement to incur indebtedness. The Loan Documents
will also contain negative pledge and sale-leaseback covenants
substantially similar to covenants in the Existing Credit
Agreement and the Company's existing senior unsecured debt.

The Loan Documents will contain a covenant substantially similar
to the liquidity covenant in the Existing Credit Agreement
requiring the Company to maintain an aggregate minimum amount of
$4,000,000,000 of domestic cash, cash equivalents, loaned and
marketable securities and short-term VEBA assets or availability
under its revolving credit facility.

The Loan Documents will contain the following events of default
that are substantially similar to those in the Existing Credit
Agreement or otherwise required in connection with the ATVM
Program:

   -- failure to make payments when due;

   -- any representation or warranty is materially incorrect;

   -- breach of covenants under any Loan Documents (subject to
      grace periods consistent with the Existing Credit
      Agreement);

   -- cross payment default with respect to debt for borrowed
      money of the Company or any significant guarantor in an
      aggregate outstanding principal amount of $1,000,000,000 or
      more;

   -- cross acceleration to the pari passu notes, if any, or the
      debt for borrowed money of the Company or any significant
      guarantor with an aggregate outstanding principal amount of
      $1,000,000,000 or more;

   -- bankruptcy of the Company, any significant guarantor, FMCC,
      Volvo or Ford Canada;

   -- U.S. judgments against the Company or any significant
      guarantor not vacated, discharged, satisfied, stayed or
      bonded pending appeal within 60 days, that involve a
      liability of either (a) $100,000,000 (or the foreign
      currency equivalent thereof) or more, in the case of any
      single judgment or decree or (b) $200,000,000 (or the
      foreign currency equivalent thereof) or more in the
      aggregate;

   -- change in control;

   -- invalidity of any material guarantee or any security
      interest subject to a materiality threshold;

   -- occurrence of certain ERISA events; and

   -- failure to fund certain costs related to the Projects
      required to be paid by the Company as described in the Term
      Sheet.

Upon the occurrence of an event of default, the Loan Documents
will include usual and customary notice periods and remedies.

It is anticipated that the Loan Documents will be entered into and
the conditions thereto will be satisfied, including obtaining
necessary amendments to the second lien debt limit applicable to
the Existing Credit Agreement and the Second Lien Note, by August
of this year, following which draws under the Facility can begun
being made.

A full-text copy of the Conditional Commitment Letter is available
at no charge at http://ResearchArchives.com/t/s?3e88

                      About Ford Motor Company

Ford Motor Company (NYSE: F) -- http://www.ford.com/-- based in
Dearborn, Michigan, manufactures or distributes automobiles across
six continents.  With about 205,000 employees and about 90 plants
worldwide, the company's automotive brands include Ford, Lincoln,
Mercury and Volvo.  The company provides financial services
through Ford Motor Credit Company.

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

                          *     *     *

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

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


FRONTIER AIRLINES: Davis Polk's $1.9MM Fees For Dec.-March Okayed
-----------------------------------------------------------------
In Frontier Airlines Holdings, Inc., and its debtor-affiliates'
Chapter 11 cases, Judge Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York granted approval to
the interim applications for payment and allowance of
professionals' fees, and reimburse the expenses they incurred for
the period from December 1, 2008, through March 31, 2009:

                                                         Allowed
  Professional                   Allowed Fees           Expenses
  ------------                   ------------           --------
  KPMG LLP                           $186,406             $2,761
  Wilmer Cutler Pickering
   Hale & Dorr LLP                    170,721              3,767
  Seabury Transportation
   Holdings, LLC                    1,755,116             57,426
  Togut, Segal & Segal LLP             20,486                267
  Faegre & Benson LLP                  27,450                442
  Jefferson Wells
   International, Inc.                354,077              5,233
  Deloitte Tax LLP                    223,471              4,557
  Davis Polk & Wardwell             1,926,312             44,221
  Houlihan Lokey Howard
   & Zukin                            600,000              9,542

The relevant period for which Deloitte Tax sought compensation
and reimbursement is from October 1, 2008, to March 31, 2009.
Meanwhile, Jefferson Wells sought reimbursement of its expenses
for the period from October 27, 2008, to March 31, 2009.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


FRONTIER AIRLINES: Gets Court OK to Ink AERCAP Lease Agreements
---------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates
obtained permission from Judge Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to:

  * lease from AerCap Group Services B.V., three Airbus A320-
    200 aircraft on terms contemplated by Letters of Intent
    between Frontier and AerCap dated April 22, 2009, as
    amended; and

  * enter into and perform under aircraft lease agreements
    under the AerCap Term Sheets.

Specifically, the AerCap Term Sheets contemplate that Frontier
will lease from AerCap the three Airbus A320-200 aircraft with
manufacturer serial numbers that are yet to be determined, each
complete with two of CFM International, Inc.'s CFM56-5B4/3
engines.  The three Aircraft are scheduled to be delivered to
Frontier in March 2010, April 2010 and May 2010.  The lease term
for the Aircraft will be 144 months from their Delivery Dates.

Under the Term Sheets, the Aircraft rent will be payable monthly
in advance commencing on the Delivery Date of each Aircraft.  It
is contemplated that each Aircraft Lease Agreement will contain a
cross default provision to other aircraft lease agreements, and
the obligations under each of the agreements will be cross-
collateralized by the three Aircraft.

Pursuant to the terms of the AerCap Term Sheets, Frontier paid a
deposit for each Aircraft equal to one month's base rent.
Frontier, thereafter, will owe AerCap additional deposits equal
to (i) one month's base rent 180 days prior to each scheduled
delivery month and (ii) one month's base rent 90 days prior to
each delivery date.  Under certain circumstances set out in the
Term Sheets, the Deposits are refundable.  The closing of the
AerCap Leases will be subject to certain conditions.

On behalf of the Debtors, Damian S. Schaible, Esq., at Davis Polk
& Wardwell LLP, in New York, explained to the Court that as part
of their fleet rationalization and assessment of their aircraft
leases and purchase options, they have determined that the AerCap
Leases are well-suited to their long-term needs.  The Debtors
contend that the Aercap Leases provide pricing terms that are
significantly more favorable to them than the terms set by other
leasing alternatives.  Moreover, the Aircraft are of higher
capacity and newer vintage than the other alternatives available.

Accordingly, the addition of the Aircraft to the Debtors' fleet
will permit additional operational flexibility and economies of
scale and facilitate the replacement of less efficient aircraft,
Mr. Schaible said.

The Court held that upon the occurrence of customary events of
default under the Lease Agreements under the AerCap Term Sheets,
the automatic stay imposed by Section 362(a) of the Bankruptcy
Code will be modified to the extent necessary to permit AerCap to
enforce its rights and remedies.

In the event of a liquidation of Frontier's business or a
conversion of the Debtors' cases into Chapter 7, AerCap will have
an allowed administrative claim only for accrued and unpaid lease
rent and maintenance rent with respect to the period up to and
including the surrender and return of the Aircraft, as well as
for legal fees incurred to enforce the Aircraft Lease Agreements.

The Court clarified that no additional or other amounts will be
entitled to administrative expense or other priority status, but
all other claims due to AerCap under the AerCap Term Sheets will
be allowed as a general non-priority unsecured claim at the same
time that the administrative claim is allowed.

AerCap will be entitled to the benefits of Section 1110 of the
Bankruptcy Code with respect to the AerCap Leases, Judge Drain
ruled.

No objections were filed to the Debtors' request.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


FRONTIER AIRLINES: Gets Nod to Amend Employee Stock Ownership Plan
------------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates
obtained permission from Judge Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to perform
under their Second Amended Employee Stock Ownership Plan dated as
of April 2, 2009.

Accordingly, the Debtors will terminate the existing Employee
Stock Ownership Plan effective as of October 31, 2008, and
effectuate a distribution to each affected eligible employee of
the Stock contained in each of their accounts.

No objections were filed to the Debtors' request.

The Debtors maintain an Employee Stock Ownership Plan, which is a
qualified plan under Sections 401(a) and 4975(e)(7) of the
Internal Revenue Code.  Prior to the Petition Date, the Debtors
made discretionary contributions of Frontier Airlines' common
stock for the benefit of their eligible employees.

The Debtors' annual contributions to the Plan, if any, are to be
allocated among the Participants at the end of each plan year, in
proportion to the relative compensation earned by each of the
Participants during that plan year.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
related that as of the end of the last Plan Year, October 31,
2008, the Plan covered approximately 4,396 active Participants,
which was substantially all of the Debtors' employees, other than
those covered by a collective bargaining agreement that did not
provide for participation in the Plan.

Since the Plan's inception, the Debtors have contributed a total
of 3,187,000 shares of Stock to the Plan, including 300,000
shares contributed in March 2008.  Since October 31, 2008, the
Stock has traded in over-the-counter markets in the range of
$0.18 to $0.45 per share, Mr. Schaible said.

The Debtors have not made further contributions to the Plan since
the Petition Date, with the Stock contained in the Plan expected
to be cancelled upon the Debtors' emergence from Chapter 11.
However, so long as the Plan remains in existence, the Debtors
are still required to undertake time-consuming responsibilities
with respect to the Plan, which cost the Debtors' estates
approximately $250,000 per year.

Mr. Huebner specifies that the Ministerial Requirements for
administering the Plan include:

  -- directing the Trustee with respect to voting shares of
     Stock to the extent that Participants do not so direct the
     voting as provided for in the Plan;

  -- valuing the Stock annually in accordance with Employee
     Retirement Income Security Act of 1974;

  -- keeping accurate books and records with respect to the
     Participants, their share allocations and Compensation;

  -- periodically reviewing the performance of the Plan agents,
     fiduciaries and managers; and

  -- overseeing and delegating other responsibilities as may be
     necessary and appropriate in the ordinary course of
     administering the Plan.

By terminating the Plan, the Debtors will eliminate the ongoing
time commitments and costs required to maintain it.  In addition,
given the current and expected value of the Stock, the Debtors
cannot justify the continued expenditures, Mr. Huebner told
Judge Drain.

Moreover, given the likely treatment of the Stock under any plan
of reorganization, the Debtors believe that distributing the
Stock to Participants at this time benefits the Participants.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


FRONTIER AIRLINES: Inks Codeshare Partnership with Midwest
----------------------------------------------------------
Frontier Airlines Holdings, Inc., announced that its wholly-owned
subsidiary Frontier Airlines, Inc., has reached a codeshare
agreement with Milwaukee-based Midwest Airlines.  The agreement
will allow customers of both airlines to travel to more
destinations while enjoying a seamless ticketing and customer
service experience.

The agreement, which is scheduled to begin by late summer, will
allow Frontier Airlines to sell tickets under a Frontier code and
expand their networks to additional destinations currently served
by Midwest.  Frontier customers will now be able to reach more
cities by connecting on Midwest through its Milwaukee hub.
Midwest customers will also see an expanded network by connecting
on Frontier and Lynx Aviation flights in Denver.

"This partnership allows us to broaden our network and provide
even more destinations to our loyal customers," said Frontier Vice
President for Strategy and Planning Daniel Shurz.  "We also look
forward to showcasing our airlines to many new customers who may
be flying Frontier and Lynx for the first time by connecting from
Midwest.  We believe the synergy between our two airlines will
serve the travelling public well."

"Under the codeshare, customers of both airlines will benefit from
a wider choice of travel destinations and additional flight
options and connection possibilities," explained Gregory
D. Aretakis, vice president of Planning and Revenue Management
for Midwest.  "They will also have the convenience of booking
their entire flight on a single ticket."

Under the terms of this agreement, both airlines' customers will
also be able to participate in each other's respective frequent
flyer programs -- Frontier's EarlyReturns program and Midwest's
Midwest Miles program, to earn miles and redeem them for free
tickets.  More details of the program, along with specific cities
that will be available for this codeshare, will be announced at a
later date.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


FRONTIER AIRLINES: To Enter Into Bombardier Aircraft Financing
--------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates seek
the permission of Judge Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York, to negotiate,
finalize, enter into, and perform under, a definitive loan
documentation with Bombardier Inc., to provide Lynx Aviation,
Inc., with secured postpetition financing in connection with the
purchase of MSN 4265, a Q400 Series aircraft.

The Loan Documentation provides terms and conditions as set forth
in a term sheet, dated as of June 26, 2009, among Bombardier as
lender, and the Debtors' wholly-owned subsidiary, Lynx, as
borrower, and Frontier Holdings and Frontier Airlines, Inc., as
guarantors.

Damian S. Schaible, Esq., at Davis Polk & Wardwell LLP, in New
York, relates that pursuant to a letter agreement with Bombardier
dated September 5, 2008, the Court authorized the Debtors to
exercise options to purchase Q400 Series aircraft from Bombardier
under a September 2006 Agreement.  In July 2008, the Debtors
purchased MSN 4265, which is scheduled for delivery on July 23,
2009.

Pursuant to the Letter Agreement, the Debtors made pre-delivery
payments to Bombardier with respect to the Aircraft on August 29,
2008 and December 1, 2008.  The balance of the purchase price or
the net purchase price is due and will be paid, upon delivery of
the Aircraft to Lynx.

Under the Loan Documentation, Bombardier has agreed to provide a
loan to Lynx for 70% of the Net Purchase Price -- or for a lesser
percentage as Lynx may designate -- to be disbursed in
conjunction with delivery of the Aircraft to the Debtors.  The
Loan will be (i) secured by the Aircraft and related collateral,
and (ii) guaranteed by Frontier due to be repaid on January 15,
2010, Mr. Schaible says.

The Loan Documentation entitles Bombardier to:

  (1) administrative expense claims pursuant to Sections
      503(b)(1) and 507(a)(2) of the Bankruptcy Code with
      respect to all obligations of the Debtors;

  (2) valid first priority security interests in, and liens on,
      the Aircraft, including engines, equipment and other
      related collateral pursuant to Section 364(c)(2); and

  (3) relief from the automatic stay upon a five-day written
      notice to the Debtors and the Official Committee of
      Unsecured Creditors, solely to the extent necessary for
      Bombardier to exercise any remedies set forth in the Loan
      Documentation in the event of the Debtors' default.

No other liens under Sections 364(d) and 364(c) of the Bankruptcy
Code will be granted to any third party on the Aircraft, Mr.
Schaible clarifies.

According to Mr. Schaible, the Debtors were unable to obtain
financing for the purchase of the Aircraft on an unsecured basis,
as no alternative potential source of financing offered an
unsecured facility that would meet the Debtors' needs.

Hence, the Loan is necessary to enable the Debtors to consummate
the purchase of the Aircraft as it provides significant returns
for the Debtors' estates and creditors in light of the Debtors'
liquidity position.  Moreover, the terms of the Proposed
Financing will enable the Debtors to preserve and enhance the
value of their assets and enterprise, Mr. Schaible says.

The Court will convene a hearing on July 13, 2009, to consider
the Debtors' request.  Objections, if any, must be filed by
July 6.

                 About Frontier Airlines Holdings

Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) --
http://www.FrontierAirlines.com/-- is the parent company of
Denver-based Frontier Airlines.  Currently in its 15th year of
operations, Frontier Airlines is the second-largest jet service
carrier at Denver International Airport, employing approximately
5,000 aviation professionals.  Frontier Airlines' mainline
operation has 51 aircraft with one of the youngest Airbus fleets
in North America.  In conjunction with a fleet of 10 Bombardier
Q400 aircraft operated by Lynx Aviation -- a subsidiary of
Frontier Airlines Holdings, Inc. -- Frontier offers routes to more
than 50 destinations in the U.S., Mexico and Costa Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

The Debtors' exclusive period to file a plan of reorganization
will expire on October 9, 2009.  Their exclusive period to solicit
and obtain acceptances of that plan will expire December 9, 2009.

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


G & S METAL: Proposes Baker & Daniels as Counsel
------------------------------------------------
G & S Metal Consultants Inc. and G & S Transport Inc. ask the
U.S. Bankruptcy Court for the Northern District of Indiana for
permission to employ Baker & Daniels LLP as their counsel.

The firm will provide advice with respect to Debtors' Chapter 11
rights, powers and duties as debtors in possession; prepare, on
behalf of Debtors, applications, answers, proposed orders,
reports, motions and other pleadings and papers that may be
required in the Chapter 11 Cases; and perform any other legal
services as counsel for the debtors in possession that may be
required by Debtors or the Court.

The firm will charge the Debtor based on the rates of its
professionals who will be involved in the Debtors' cases:

   Professional              Hourly Rate
   ------------              -----------
   Jay Jaffe, Esq.           $475
   Wendy W. Ponader, Esq.    $375
   Carl A. Greci, Esq.       $325
   Dustin R. DeNeal, Esq.    $185
   Sarah Laughlin, Esq.      $190

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

Based in Wabash, Indiana, G & S Metal Consultants Inc. -
ttp://www.gsmetalinc.com/ - buy, process, convert and sell
aluminum.  The Company and its affiliate, G & S Transport Inc.,
filed for Chapter 11 protection on June 24, 2009 (Bankr. N.D. Ind.
Lead Case No. 09-32979).  The Debtors posted both assets and debts
between $10 million and $50 million.


GARBER CAPITAL: S&P Cuts Rating on $12.8MM Bonds to 'BB+/B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term ratings on five bond issues supported by Citizens Bank
letters of credit and its long-term ratings on two LOC-supported
bond issues.  At the same time, Standard & Poor's removed all
seven ratings from CreditWatch with negative implications, where
they were placed May 13, 2009.

The ratings on the five affected issues are based on the credit
and liquidity support provided by Citizens Bank ('BB+/B') in the
form of LOCs, which provide for the full and timely payment of
interest and principal according to the transactions' terms.  The
long-term ratings on the two LOC-supported bond issues are based
on the joint and several support provided by Wells Fargo Bank
N.A., South Dakota ('AA/A-1+') and Compass Bank ('A+/A-1').  Both
sources of credit and liquidity in the joint-support transactions
provide for the full and timely payment of interest and principal
according to the transactions' terms.

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

                         Ratings Lowered

                    Dale G. Mitchum, M.D. FACS
US$2.6 mil var/fixed rate taxable secd nts ser 2003 due 10/01/2033

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      606700AA0        AA-/A-1+             AA/Watch Neg/A-1+

                        Garber Capital LLC
    US$12.8 mil taxable var rt dem nts ser 1999A due 12/01/2039

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      364837AA2        BB+/B                BBB/Watch Neg/A-2

                          JMK Limited LLC
     US$4.2 mil taxable var rt dem nts ser 2000 due 10/01/2030

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     46622UAA2        BB+/B                BBB/Watch Neg/A-2

                     Michigan Strategic Fund
     S$8 mil tax exempt var rt dem ltd oblig rev bnds ser 1997
                           due 09/01/2017


                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     59469CQW6        BB+/B                BBB/Watch Neg/A-2

                  Oakland Cnty Econ Dev Corp
US$5 mil var rate dem ltd oblig rev bnds ser 2002 due 08/01/2037

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     672523FM4        BB+/B                BBB/Watch Neg/A-2

                       RDC Equities I, LLC
   US$15.41 mil taxable var rt dem nts ser 2003-A due 07/01/2038

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      75523RAA8        BB+/B                BBB/Watch Neg/A-2

                    Riverside Cnty Indl Dev Auth
  US$2.5 mil var rt dem indl dev rev bnds ser 2004 due 09/01/2029

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      76911TBN3        AA/A-1+              AA+/Watch Neg/A-1+


GENERAL MOTORS: Stockholders Won't Receive Distributions
--------------------------------------------------------
General Motors Corp. said July 1 its management has noticed the
continuing high trading volume in GM's common stock at prices in
excess of $1.

GM management continues to remind investors of its strong belief
that there will be no value for the common stockholders in the
bankruptcy liquidation process, even under the most optimistic of
scenarios.

Stockholders of a company in chapter 11 generally receive value
only if all claims of the company's secured and unsecured
creditors are fully satisfied. In this case, GM management
strongly believes all such claims will not be fully satisfied,
leading to its conclusion that GM common stock will have no value.

                     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: June 2009 Sales Down 33.6% From Last Year
---------------------------------------------------------
General Motors dealers in the United States delivered 176,571
total vehicles in June, down 33.6 percent compared with a year
ago.  However, when comparing GM's June retail sales with May,
volume was up 10 percent, or more than 13,000 cars, crossovers and
trucks resulting in the fourth consecutive month-over-month retail
sales increase.

"We're pleased with our retail performance for the month, and it
shows consumers' strong attraction to our products -- such as the
Camaro, Aveo, Traverse, LaCrosse, Lucerne, CTS, DTS and STS --
which all saw retail sales gains compared with May," said Mark
LaNeve, vice president, GM North America Vehicle Sales, Service
and Marketing.  "Customers are cautiously coming back into the
market, although the industry remains very weak at approximately a
10 million SAAR (Seasonally Adjusted Annualized Rate).  The
reinvention of GM remains on track and we have compelling new
offers in July, including 0 percent financing for up to 72 months
available through GMAC and the Federal CARS (Car Allowance Rebate
System) 'Cash for Clunkers' plan that encourages consumers to
trade in their old car or truck for a new fuel-efficient GM
product."

Although GM retail sales were up in June, fleet sales of 32,725
vehicles were down 49 percent compared to a year ago, contributing
to an overall sales decline of 89,366 vehicles versus June 2008.
This drop in fleet sales was a direct result of a strategic
decision GM made to schedule down weeks at a number of its plants
to tightly control inventories and better enable GM dealers to
reduce their stock of vehicles.  GM total truck sales in June
(including crossovers) of 93,458 were down 40 percent, and car
sales of 83,113 were off 24 percent compared with a year ago.

When compared with May's retail performance, there were several
product highlights in GM's core brands to note:

    * Chevrolet car retail sales were up 8 percent driven by
      Camaro and Aveo.  Avalanche, Colorado, HHR, Equinox,
      Suburban and Traverse also saw retail sales increases with
      Chevrolet retail truck sales up 2 percent.  Total Chevrolet
      vehicle retail sales increased 4 percent

    * Buick Enclave saw a retail sales increase, pushing its
      crossover sales up 5 percent. Buick retail car sales
      increased 17 percent with Lucerne up 21 percent and LaCrosse
      up 12 percent. Buick retail sales increased 11 percent

    * Cadillac car retail sales increased 16 percent with CTS, DTS
      and STS all pushing retail volume higher. Truck retail
      deliveries increased 3 percent as Escalade EXT and ESV both
      saw retail increases.  Cadillac crossover retail sales
      increased 26 percent as SRX saw a retail sales increase too.
      Cadillac retail sales overall were up 14 percent

    * GMC crossover retail sales were up 2 percent, pushed by
      Acadia deliveries. Canyon retail sales were up 43 percent
      and Yukon XL retail sales increased 19 percent

"Our outstanding products continue to compete strongly in the
market," Mr. LaNeve said. "Camaro is the hottest product in
America and probably led the sport segment with more than 9,300
vehicles delivered in June without any incentives. Additionally,
we are offering the best selection of crossovers with Traverse,
Acadia, Outlook and Enclave and we just announced very affordable
pricing on the all-new GMC Terrain crossover.  We invite consumers
to visit dealer showrooms to shop and compare for themselves.  We
are confident they will be pleasantly surprised by the compelling
designs, segment-leading fuel economy and outstanding value that
our new cars, trucks and crossovers have to offer."

A total of 1,454 GM hybrid vehicles were delivered in the month,
illustrating the wide range of hybrid product offerings available.
GM offers the Chevrolet Malibu, Tahoe and Silverado, GMC Yukon and
Sierra, Cadillac Escalade, Saturn Aura and Vue hybrids. So far, in
2009, GM has delivered 8,349 hybrid vehicles.

GM's four non-core brands saw total sales declines compared with a
year ago as Saturn declined 60 percent; Saab was off 58 percent,
HUMMER dropped 48 percent and Pontiac declined 16 percent.

GM inventories dropped compared with a year ago, and are on track
to approach the half-million mark as planned.  At the end of June,
about 582,000 vehicles were in stock, down about 206,000 vehicles
(or 26 percent) compared with last year, and are down
approximately 33 percent compared with January.  There were about
250,000 cars and 332,000 trucks (including crossovers) in
inventory at the end of June.  Inventories were reduced about
93,000 vehicles compared with May.

                        GM Certified Sales

GM Certified Used Vehicles, Saturn Certified Pre-Owned Vehicles,
Cadillac Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, combined sold
31,660 vehicles.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted June sales of 27,446 vehicles, down 25 percent from
June 2008. Saturn Certified Pre-Owned Vehicles sold 990 vehicles,
down 15 percent. Cadillac Certified Pre-Owned Vehicles sold 2,624
vehicles, down 20 percent. Saab Certified Pre-Owned Vehicles sold
396 vehicles, down 53 percent. HUMMER Certified Pre-Owned Vehicles
posted a gain with 204 vehicles sold, up 53 percent.

"GM's certified used/pre-owned programs provide tremendous value
and added assurance to customers, and we remain positive about the
market," said Mr. LaNeve.  "Our Certified Used Vehicles offer the
largest selection in the industry and strong factory-backed
warranties, such as the 12-month/12,000 mile bumper-to-bumper
warranty (whichever comes first).  It's important that consumers
understand we will continue to honor our warranty commitment at
our national network of dealers on current and future General
Motors Certified Used/Pre-Owned vehicles.  Our warranties offer
the peace of mind in purchasing a durable and reliable vehicle. As
we move forward in this new chapter of GM, we will work to meet
the needs of our customers, whether they purchase new or Certified
Used and Pre-Owned vehicles.  See your dealer for more details
regarding our warranties."

GM North America reports preliminary June 2009 production; Q2 2009
production preliminary actuals at 394,000 vehicles

In June, the region's preliminary actual production was 88,000
vehicles (52,000 cars and 36,000 trucks).  This is down 253,000
vehicles or 74 percent compared with June 2008 when the region
produced 341,000 vehicles (135,000 cars and 206,000 trucks).
(Production totals include joint venture production of 12,000
vehicles in June 2009 and 16,000 vehicles in June 2008.)

The region's 2009 second-quarter preliminary actual production was
394,000 vehicles (170,000 cars and 224,000 trucks), which is down
about 53 percent compared with a year ago. GM North America built
834,000 vehicles (382,000 cars and 452,000 trucks) in the second-
quarter of 2008.

                     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: New Co Asked to Assume Prepetition Product Claims
-----------------------------------------------------------------
Indiana Congressman Andre Carson wants the newly restructured
Chrysler LLC and the new General Motors Corp. to cover claims made
against them for defective products from their former companies.
He has filed the Jeremy Warriner Consumer Protection Act.

The bill was named after an Indianapolis man who was suing
Chrysler for a defect in his vehicle that led to a fire after a
crash.  Mr. Warriner lost both legs.  His claim was essentially
shelved by Chrysler's bankruptcy court agreement.  Mr. Warriner
was set to argue that a faulty brake fluid container on his 2005
Jeep Wrangler broke and sparked a fire after the vehicle's impact-
a fire that left him with severe burns and forced doctors to
amputate both of his legs.  Mr. Warriner has had more than 30
surgeries and racked up more than $1 million in medical expenses.

When Chrysler filed bankruptcy in April, Mr. Warriner's mediation
date was cancelled and his case has now been grouped with a number
of other pending claims-likely never to see any payout due to the
agreement struck in the bankruptcy court earlier this month.  The
court has absolved "New Chrysler," which emerged from bankruptcy,
from any liability for future claims related to vehicles made
before the creation of the new company.

"I want to see a stronger GM and Chrysler arise from bankruptcy,
and I believe in the quality American vehicles being built by the
thousands of union workers across our country," Congressman Carson
said.  "But I also believe strongly in consumer protection and
preserving the right of an injured crash victim to have his or her
day in court.  This fundamental American ideal is in jeopardy
right now unless this legislation is passed and prevents Jeremy's
tragic story from playing out for thousands of Americans."

Congressman Carson applauded GM for this weekend's announcement
that it would be responsible for covering future claims made by
drivers injured in cars manufactured pre-bankruptcy, but he noted
the move did not go far enough.  "GM's announcement does not
eliminate the need for legislative action," said Congressman
Carson.  "The 'New GM' will not assume liability for already
pending claims, and there is still no relief for individuals who
have been or will be injured by a Chrysler vehicle produced before
their bankruptcy."

Congressman Carson said the fact that crash victims would be left
"holding the bag" as medical expenses pile up sparked him to act.

The lack of accountability from the two auto manufacturers could
mean mounting medical expenses not only for drivers but states
too.  They would be forced to pay out more from programs like
Medicaid and Medicare to cover health care costs for car-crash
victims who have no legal recourse to seek damages from GM and
Chrysler.

Congressman Carson pointed out that his common sense bill is the
rule and not the exception to the way automakers have been held
accountable for their products in the past.  Congressman Carson
said the Warriner Act is about covering the "gap" in current and
future claims left by the bankruptcy courts.

There are an estimated 10 million Chrysler and 30 million General
Motors vehicles currently on the road that are subject to safety
recalls.  Thousands of these vehicles will be involved in crashes
that result in serious auto injuries or fatalities over the next
decade.

Congressman Carson reiterated his overall support for the
restructuring plans of GM and Chrysler, saying that the end of the
two companies would have been "devastating to our already troubled
economy-especially here in Indiana, which ranks 6th in the nation
in terms of jobs dependent on the Big 3 automakers' survival."  He
also noted that his bill does not reflect any concerns he has
about the quality or safety of American-made automobiles.

"As with any complex, manufactured product, there have been and
will continue to be defective parts in automobiles being produced
by companies around the world," said Congressman Carson.  "If and
when an accident happens involving a potential flaw, then
consumers deserve their day in court."

GM had originally planned to follow Chrysler's idea of excluding
any potential liability for defective vehicles sold prepetition
from the assets and debts to be assigned to the post-bankruptcy
company.  According to The Associated Press, "New GM", the new
company formed to take key assets of bankrupt General Motors,
originally planned on not assuming any liability for future claims
related to GM vehicles made before the sale to New GM.  In that
scenario consumers who are pursuing claims would have to wait in
line with other unpaid creditors, who will be sharing the money
left with Old GM based on the priority scheme under the Bankruptcy
Code.

However, following pressure from consumer groups and government
officials, New GM will now assume responsibility for future claims
involving vehicles made by the old company.  Nevertheless, New GM
still won't assume liability for already pending claims against
the automaker and those people will still be forced to seek
compensation from Old GM, AP said.

                     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 Denies Request for Asbestos Committee
-----------------------------------------------------------
Judge Robert Gerber denied, without prejudice, the Ad Hoc Asbestos
Committee's request for an appointment of an official committee of
asbestos claimholders.  The denial is without prejudice to the Ad
Hoc Committee's right to re- file the request at a later date.

The Ad Hoc Committee had pointed out that in its Annual Report to
Shareholders for 2007, General Motors Corporation noted that it
had increased its reserve for asbestos liability to $637 million
based on "a reasonable estimate of our probably liability for
asbestos related claims projected to be asserted over the next ten
years."

General Motors also recorded these liabilities for asbestos-
related matters in its financial reports:

  Accrued Liabilities                Period Ending
  -------------------                -------------
    $627 million                     March 31, 2009
    $648 million                     December 31, 2008
    $628 million                     March 31, 2008

The magnitude of General Motors' projected ongoing asbestos
liability has been a matter of public knowledge and should have
been addressed by both General Motors and the Auto Task Force in
their restructuring activities, according to The Ad Hoc Committee
of Asbestos Personal Injury Claimants.

The Debtors' proposed sale under Section 363(b) of the Bankruptcy
Code with Vehicle Acquisition Holdings LLC, a U.S. Treasury-
sponsored purchaser, suggests to immunize the Debtors and non-
debtor parties to the Transaction from legitimate state law claims
of present and future asbestos victims.

"Enjoining future asbestos-related claims and channeling [the
Claims] to a Trust pursuant to Section 524(g) would provide the
proposed Purchaser with unassailable protections from [the] claims
that are simply not possible without the creation of a Trust, the
Ad Hoc Committee's counsel, Sander L. Esserman, Esq., at Stutzman,
Bromberg Esserman & Plifka, A Professional Corporation, in Dallas
Texas, asserts.

The Debtors, in response, argued that requests of the Ad Hoc
Committee of Asbestos Claimants to appoint a separate official
committee to represent their claims, and appoint a future asbestos
claimants' representative is without merit and fatally defective.

The Ad Hoc Committee's request "is only applicable if the Debtors
were to propose and confirm a plan of reorganization that would
enjoin and discharge asbestos-related claims and channel [the]
claims to an established fund, Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York, asserts.  Patently, he adds,
the Chapter 11 cases are not asbestos-driven, and were not
commenced as a result of asbestos claims -- which, even if
allowable, represent a small percentage of the total liabilities
of the Debtors.

Contrary to the Ad Hoc Asbestos Committee's assertion, the
Official Committee of Unsecured Creditors already adequately
represents the interests of all of the Debtors' unsecured
creditors, including the asbestos claimants, Mr. Miller contends.

Moreover, Mr. Miller notes, the critical stage of the Chapter 11
cases will be substantially prejudiced by the appointment of
additional committees by potentially delaying the the sale of
substantially all of GM's assets to the U.S. Treasury-sponsored
purchasing entity.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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

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

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


GENERAL MOTORS: Tort Claimants Withdraw Request for Own Committee
-----------------------------------------------------------------
The Ad Hoc Committee of Consumer Victims of General Motors
Corporation withdrew its proposal for an appointment of an
official committee of tort claimants to represent and protect the
interests of persons holding personal injury, asbestos, and
environmental tort claims against General Motors Corp.

The Group has more than 300 members who reside throughout the
country and each asserts tort claims involving personal injuries
against General Motors, which are valued at a total of more than
$1.25 billion.

GM opposed the proposal for a Tort Committee.  The Debtors
asserted that the proposal of the Ad Hoc Committee of
Consumer Victims of General Motors to appoint an additional
committee of tort claimants should be denied because the Ad Hoc
Committee has failed to provide any evidence that its interests
are not adequately represented by the Official Committee of
Unsecured Creditors.

According to Harvey R. Miller, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Creditors' Committee, which represents tort
claimants, adequately represents the interests of all unsecured
creditors of the Debtors.  He adds that the appointment of
additional and separate a tort claimant committee will undoubtedly
lead to duplicative efforts and potential litigation and will add
no value to the administration of the Chapter 11 cases.

The appointment of additional committees also delay the sale of
substantially all of the Debtors' assets to the U.S. Treasury-
sponsored purchasing entity, thereby substantially prejudicing all
of the Debtors' claimants, Mr. Miller tells the Court.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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

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

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


GENERAL MOTORS: U.S. Treasury Directed to Produce GM-Related Docs
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York entered an order overruling any objection the
U.S. Treasury may raise on the ground that it is prohibited from
the production of documents by the Privacy Act of 1974.  Judge
Gerber directs the U.S. Treasury to produce any requested
documents and other information materials related to General
Motors Corp.'s bankruptcy cases.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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

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

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


GENERAL MOTORS: M&T TRUST Seeks to Recover 27 Vehicles
------------------------------------------------------
Manufacturers and Traders Trust Company holds a perfected first
priority security interest in and lien on 27 motor vehicles to
secure the indebtedness of Middletown Pontiac, Buick, GMS, LLC
totaling $1,767,951.  The Vehicles are believed to be in the
possession of General Motors Corp. and its affiliates.  A list of
the Vehicles is available for free at
http://bankrupt.com/misc/GM_27Vehicles.pdf

M&T asserts that Middletown Pontiac is in default of its
obligations thus it is entitled to take immediate possession of
the Vehicles.

By this motion, M&T Bank asks the Court to lift the automatic stay
so that it may pursue its rights and remedies with respect to the
Vehicles.  In the alternative, M&T Bank seeks adequate protection
for its rights and interests in the Vehicles by way of payment or
immediate turnover of the Vehicles by the Debtors.

M&T asks the Court to enter a Scheduling Order as to its Motion.
Accordingly, Judge Gerber will hear the Motion on July 1, 2009, at
8:00 a.m.  Objection deadline is on June 29.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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

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

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


GENERAL MOTORS: Solons Urge Treasury to Support Retiree Benefits
----------------------------------------------------------------
A letter transmitted by 13 Ohio congressional members and U.S. Sen. Sherrod
Brown to U.S. Secretary of Treasury Timothy F. Geithner last week was made
public urging 'simple justice' with equity in financial support for
the future medical
and life insurance benefits of GM retirees represented by the United
Steelworkers
and two other unions.

Nearly 50,000 former employees of GM or Delphi and their
dependents stand to lose most or all of their medical coverage in
the GM bankruptcy proceedings.

The USW represents 6,200 retirees and surviving spouses, saying the
present value
of the lost benefits is at least $424 million. According to the Communications
Workers of America, the
lost benefits of 41,000 GM Delphi retirees and surviving spouses
they represent are valued at $2.87 billion.  Other Delphi retirees
are represented by the International Union of Operating Engineers.

USW President Leo W. Gerard released the congressional letter, saying, "Along
with the CWA and IUOE, we have filed objections before the U.S. Bankruptcy
Court on behalf of the retirees and hope that our federal government
will come to
its senses on fairness for the former GM workers who contributed nothing less
than the auto workers to the fortunes of the company."

The Ohio congressional delegation's letter emphatically stated to the treasury
secretary:  "In short, it is your representatives who have decided
that these retirees
will not have an opportunity for a decent retirement."

Criticizing the treasury department, the bi-partisan congressional
letter said the
impact goes far beyond the retirees and their families.  "Crucially, the great
majority of these affected persons live in Dayton and Warren, Oh., two cities
already suffering due to the closing of GM and Delphi plants and whose recovery
will be crippled by the loss of health insurance by
tens of thousands of their residents."

The letter urged the U.S. Treasury Secretary to "do the right
thing, which is to treat these retirees exactly as it treated the
UAW represented retirees by either placing them in the UAW VEBA,
with proportionately increased funding so the UAW retirees suffer
no diminution of benefits, or by creating a separate non-UAW VEBA
with funding sufficient to provide identical benefits."

The congressional members declared: "Simple justice requires that your
Department afford them access to the same medical and life insurance benefits."

According to the unions, the treasury department has agreed to protect
a significant
amount of medical and life insurance benefits of the UAW-represented GM
retirees by establishing a VEBA
trust with funding of $10 billion in cash, a $2.5 billion note and
17 percent of stock shares in a newly-structured GM.

When GM met with the USW and CWA earlier this month to negotiate for the
former Delphi retirees, GM proposed to eliminate all medical insurance for
Medicare-eligible retirees and offered
an unaffordable, catastrophic medical plan for other retirees
available only until they turned 65.

The 13 Ohio congressional members who were signatories of the letter are: Rep.
Betty Sutton; Charlie Wilson; Rep. Marcia Fudge;
Rep. Tim Ryan; Rep. Steven LaTourette; Rep. Patrick Tiberi; Rep.
Michael Turner; Rep. Mary Jo Kilroy; Rep. Steve Driehaus; Rep.
Dennis J. Kucinich; Rep. John A. Boccieri; Rep. Marcy Kaptur; Rep.
Zach Space.

A full-text copy of the letter and the congressional signatories
can be accessed at http://ResearchArchives.com/t/s?3e66

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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

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

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


GEORGIA GULF: Extends Private Debt Exchange Offers to July 15
-------------------------------------------------------------
Georgia Gulf Corporation has extended the early participation
deadline and the expiration date for its private exchange offers
to exchange its outstanding 7.125% Senior Notes due 2013; 9.5%
Senior Notes due 2014; and 10.75% Senior Subordinated Notes due
2016 and related consent solicitations until 12:00 midnight, New
York City time July 15, 2009.

The exchange offers provide for the exchange of the three issues
of outstanding notes totaling $800 million in aggregate principal
amount for $250,000,000 aggregate principal amount of 15% Senior
Secured Second Lien Notes due 2014 and 6,922,255 shares of Georgia
Gulf common stock.  As a result of the most recent amendment to
the senior secured credit agreement, the Company cannot issue such
new notes absent further bank approval.

The forbearance agreements with certain holders of each series of
notes will expire July 15, 2009.  Upon expiration of the
forbearance agreements, an acceleration of indebtedness under any
issue of the notes would constitute cross defaults under the
Company's other note issues and its senior secured credit
agreement, permitting the holders of such debt to accelerate.
Such acceleration would also result in a cross default under the
Company's asset securitization agreement, permitting the lenders
to terminate that agreement.  In that event, the Company would be
prevented from selling additional receivables under the asset
securitization agreement.  If the Company was to lose access to
funding under both the senior secured credit agreement and the
asset securitization agreement, the Company would be required to
immediately explore alternatives which could include a potential
reorganization or restructuring under the bankruptcy laws.

Each exchange offer will expire at 12:00 midnight, New York City
time, on July 15, 2009, unless extended.  As of June 30, 2009,
approximately $1.265 million, $7.27 million and $150 thousand of
the $100 million, $500 million and $200 million in principal
amount outstanding of the 2013, 2014 and 2016 notes had been
tendered in the exchange offers.  Full details of the exchange
offers and related consent solicitations are included in the
offering memorandum for these exchange offers, copies of which are
available to Eligible Holders from Global Bondholder Services
Corporation, the information agent, by calling (212) 430-3774 or
toll free at (866) 873-7700.

The exchange offers have been made, and the new notes and shares
of common stock are being offered and will be issued, in a private
transaction in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, only to holders of the
notes (i) in the United States, that are "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, or (ii) outside the United States, that are persons other
than "U.S. persons," as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act.

Neither the new notes nor the shares of common stock have been
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

                       About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone. The Company has four business segments: chlorovinyls;
window and door profiles, and moldings products; outdoor building
products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

At March 31, 2009, the Company had $1.56 billion in total assets
and $1.66 billion in total liabilities, resulting in $97.3 million
stockholders' deficit.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to
'D' from 'C' and retained the '6' recovery rating, indicating
S&P's expectation of negligible recovery (0%-10%) on the notes.
At the same time, S&P kept its corporate credit rating on Georgia
Gulf at 'D'.  S&P retained its 'D' ratings on the company's
$200 million 10.75% senior subordinated notes due 2016 and
$500 million 9.5% senior notes due 2014.  S&P also retained the
'6' recovery ratings on these notes indicating S&P's expectation
of negligible recovery (0%-10%).  S&P lowered its corporate credit
rating and these issue ratings on Georgia Gulf to 'D' on May 21,
2009, following a missed interest payment of $34.5 million on
these notes.

The TCR said on June 18 that Fitch Ratings downgraded Georgia
Gulf's Issuer Default Rating to 'RD' from 'C' following its
announcement of an extension of its exchange offer until July 1,
2009.  The downgrade reflects Fitch's view that Georgia Gulf has
experienced an uncured payment default on a bond, loan or other
material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, and which has not otherwise
ceased business due to the extension of multiple waivers or
forbearance periods upon a payment default on one or more material
financial obligations.

The TCR on May 26, 2009, said Moody's Investors Service lowered
Georgia Gulf's Probability of Default Rating from Caa3 to Caa3/LD
reflecting the deemed limited default due to the non-payment of
interest on its 9.5% Guaranteed Sr. Unsecured Notes due 2014 and
the 10.75% Sr. Subordinated Notes due 2016.


GLOBAL SAFETY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Global Safety Textiles Holdings LLC
        804 Green Valley Road, Suite 300
        Greensboro, NC 27408

Bankruptcy Case No.: 09-12234

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GST Automotive Safety Components                   09-12236
International Inc.
Global Safety Textiles LLC                         09-12237
GST ASCI Holdings Mexico, Inc.                     09-12238
GST ASCI Holdings Asia Pacific                     09-12240
GST ASCI Holdings Europe II LLC                    09-12242
Global Safety Textiles Acquisition GmbH            09-12247
GST Widefabric International GmbH                  09-12249
GST ASCI Holdings Europe, Inc.                     09-12250

Type of Business: The Debtor is an automotive safety textile
                  maker.

Chapter 11 Petition Date: June 30, 2009

Court: District of Delaware (Delaware)


Debtors' Counsel: Michael C. Shepherd, Esq.
                  White & Case LLP
                  Wachovia Financial Center
                  200 South Biscayne Boulevard, Suite 4900
                  Miami, FL 33131-2352
                  http://www.whitecase.com
                  Phone: (305) 371-2700
                  Fax: (305) 358-5744

Debtors'
Co-Counsel:       Jeffrey M. Schlerf, Esq.
                  jschlerf@foxrothschild.com
                  Fox Rothschild LLP
                  Ctizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920

Debtors'
Claims Agent:     EPIQ Bankruptcy Systems

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dow Corning Corporation        trade             $511,725
PO Box 70678
Chicago, IL 60673-0678
Tel: (866) 771-6563
Fax: (989) 496-7798

Bradord Industries             trade             $190,285
PO Box 27889
New York, New York 10087
Tel: (978) 459-4100
Fax: (978) 459-2597

Invista S.a.r.l.               Trade             $83,459
5123 East 37th St. N.
Wichita, Kansas 67220
Tel: (316) 828-1000
Fax: (316) 828-1801

Polyamide HP                   trade             $79,000

Polyamide High Performance Inc trade             $75,701

Amiercan & Efird Inc.          trade             $73,622

Toyota Tsusho America Inc.     trade             $71,148

Itema America Inc.             trade             $64,508

Dominion Virginia Power        utility           $60,405

ARC Automotive Inc.            trade             $54,295

Columbia Gas                   utility           $32,595

Schreiner Label Tech Inc.      trade             $30,480

Komar Apparel Supplier         trade             $21,404

Bluestar Silicones             trade             $18,850

YKK                            trade             $16,136

Acme Mills                     trade             $15,354

Avery Dennison                 trade             $11,477

Town of South Hill, Virginia   utility           $11,000

Probity Products               trade             $7,663

Standex Engraving Group LLC    trade             $7,291

Su-Dan Corporation             trade             $6,662

Orange County Industrial       trade             $6,344
Sewing Machine Company

Cortek                         trade             $6,000

Abba Rubber International      trade             $5,983

Smiley's Corporation           trade             $5,000

Protans International          trade             $4,677

Mayer Textile Machine Corp.    trade             $4,549

Specpac LLC                    trade             $4,470

Rofin-Sinar Inc.               trade             $4,140

Reich Logistics Service        trade             $1,275

The petition was signed by Anthony Forman, vice president.


GREAT ATLANTIC: S&P Cuts Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's affirmed its 'BBB' corporate credit rating on
Safeway Inc., and removed it from CreditWatch where it was placed
with negative implications on May 6, 2009.  The outlook is stable.
S&P affirmed its 'B+' corporate credit rating on Stater Bros.
Holdings; the rating was removed from CreditWatch where it was
placed with negative implications on May 6, 2009.  The outlook is
stable.  The corporate credit rating for The Great Atlantic &
Pacific Tea Co. was lowered to 'B-' from 'B' and removed from
CreditWatch where it was placed with negative implications on
May 6, 2009.  The outlook is stable.  S&P affirmed its 'BBB-'
corporate credit rating on Kroger Co.  The outlook remains
positive.

"In assessing multiemployer pension plan risk for supermarket
companies, S&P made a number of analytical assumptions and
adjustments based on confidential information provided to us by
these companies," said Standard & Poor's credit analyst Stella
Kapur.  Based on S&P's criteria, multiemployer pension deficits
are treated as debt-like obligations, net of tax.

S&P's current ratings do not assume any recovery in the market
value of multiemployer pension plan assets.

For certain multiemployer pension plans, S&P adjusted current
pension deficits to reflect expectations for some future benefit
reductions.  EBITDA is adjusted to reflect only the present value
of future benefits earned by employees for services rendered
during the period withdrawal liabilities already incurred from
exiting multiemployer pension plans are viewed as debt-like
obligations and added to debt.

In assessing the overall impact of multiemployer pension plan
deficits to a company's corporate credit rating S&P took into
account a number of factors including the impact on credit
metrics, future expectations for these deficits, historical
operating performance, S&P's expectations for future operating
performance, and the company's liquidity needs.

For Safeway, S&P affirmed the 'BBB' corporate credit rating.  The
company's pro forma credit metrics for its multiemployer pension
plan deficits are somewhat weaker than pre-adjusted ones.
However, S&P believes Safeway's satisfactory business profile, its
conservative financial policies and its ability to reduce these
obligations through cuts in future benefits are mitigating
factors.  While S&P believes EBITDA will decrease about 6%-7% in
2009, S&P still expect the company will generate around $1 billion
in free operating cash flow annually in 2009 and 2010.  Liquidity
remains good and Safeway should be able to refinance or pay off
its upcoming debt maturities.

S&P affirmed its 'B+' corporate credit rating on Stater Bros., and
removed it from CreditWatch where it was placed with negative
implications on May 6, 2009.  The outlook is stable.  Stater Bros'
credit metrics also deteriorate somewhat after adjusting for
multiemployer pension plan deficits, but S&P believes the
company's debt to EBITDA leverage ratio will improve meaningfully
in the next six to 12 months as the company utilizes excess cash
and proceeds from the sale of Santee Dairies to deleverage its
balance sheet.  S&P also believe $80 million of the company's
$145 million in cash at March 29, 2009 is excess.  This, in
combination with the proceeds from the expected sale of Santee
Dairies (expected to close in the second half of the company's
2009 fiscal year), can also be used to pay down debt.

S&P lowered its corporate credit rating on A&P to 'B-' from 'B',
and removed it from CreditWatch where it was placed with negative
implications on May 6, 2009.  The outlook is stable.  This rating
action primarily reflects the company's weaker than expected
performance in the fiscal year ended Feb. 28, 2009, S&P's belief
that it will take time for the company to meaningfully improve its
operating results at Pathmark, and the treatment of $184 million
of A&P's withdrawal liability as debt-like obligations.  At the
end of the last fiscal year, adjusted debt to EBITDA was 7.0x,
weaker than S&P's original expectation of mid-6x. While the
company's integration plans are complete, performance at its
Pathmark stores has been disappointing.  A negative outlook could
be considered if the company's liquidity becomes a concern.  S&P
currently believes A&P has adequate near term liquidity, given
roughly $70 million of excess cash at fiscal year end and
expectations that the company will generate some free cash flow in
2009, and roughly $31 million of additional availability under its
revolving credit facility before approaching a 10% borrowing base
covenant.

S&P affirmed its 'BBB-' corporate credit rating on Kroger Co.  The
outlook remains positive.  At May 23, 2009, Kroger's lease-
adjusted debt to EBITDA was 3.0x.  However, including S&P's
estimate of its multi-employer pension plan deficits, that ratio
is closer to 3.3x.  Although this is slightly below levels
normally associated with a 'BBB-' rating, Kroger's satisfactory
business risk profile is more than compensating, in S&P's opinion.
The supermarket industry has fared relatively well in this
recession in comparison to many other sectors and Kroger has
continued to outperform its peers.  Kroger continues to have good
liquidity and S&P expects the company will generate free operating
cash flow of close to $1 billion in both 2009 and 2010, and that
this should cover upcoming debt maturities.  Moreover, S&P
believes management will focus on a more conservative financial
policy.

S&P expects to complete its review of two remaining companies,
SUPERVALU and Roundy's, by the end of July 2009.  S&P could
consider revising SUPERVALU's outlook to negative if S&P believes
its operations will continue to be weak and its multiemployer
pension plan deficits are material.  S&P is still evaluating the
extent of these liabilities.

                           Ratings List

                    Ratings Affirmed, Off Watch

                              To               From
                              --               ----
   Safeway Inc.               BBB/Stable/A-2   BBB/Watch Neg/A-2
   Stater Bros. Holdings Inc. B+/Stable/--     B+/Watch Neg/--

                    Rating Lowered, Off Watch

                              To               From
                              --               ----
   A&P                        B-/Stable/--     B/Watch Neg/--

                          Rating Affirmed

           Kroger Co.                 BBB-/Positive/A-3


GREDE FOUNDRIES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Rick Romell and Tom Daykin at the Journal Sentinel reports that
Grede Foundries Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of Wisconsin.

Court documents say that Grede Foundries' assets total almost
$144 million, while its debts are more than $148 million, owed to
creditors like:

     -- Grede Employee Retirement Plan, which holds $33.7 million
        in claims; and

     -- Grede Group Health plan, which is owed $24.7 million.

Grede Foundries said in a statement that Wayzata Investment
Partners LLC has offered a $45 million temporary loan to give it
time for an orderly, court-supervised sale.  Citing Grede
Foundries, the Journal Sentinel states that Wayzata Investment
also agreed to make the first bid for the Company.

Grede Foundries Chairperson Richard T. Koenings said in a
statement, "We have carefully explored many options and believe a
sale to a strong financial backer like Wayzata is the best way to
effectively proceed in what has been an exceedingly difficult
marketplace."

Grede Foundries Inc. is based in Wauwatosa, Wisconsin.


GREDE FOUNDRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grede Foundries, Inc.
        700 Ash Street
        Reedsburg, WI 53959

Bankruptcy Case No.: 09-14337

Type of Business: The Debtor produces ductile iron, grey iron and
                  specialty metal parts.  The Debtor serves the
                  automotive, heavy truck, off-highway, diesel
                  engine and industrial markets and is one of the
                  largest cast-iron foundry companies in the
                  United States.

                  See http://www.grede.com/

Chapter 11 Petition Date: June 30, 2009

Court: Western District of Wisconsin

Judge: Robert D. Martin

Debtor's Counsel: Daryl L. Diesing, Esq.
                  Jerard J. Jensen, Esq.
                  Daniel J. McGarry, Esq.
                  Whyte Hirschboeck Dudek S.C.
                  555 E. Wells Street, Ste. 1900
                  Milwaukee, WI 53202
                  Tel: (414) 978-5523
                  Fax: (414) 223-5000
                  http://www.whdlaw.com/

Restructuring Advisor: Conway Del Genio Gries & Co.
                       Olympic Tower
                       645 Fifth Avenue
                       New York, New York 10022
                       Tel: (212) 813-1300
                       Fax: (212) 813-0580
                       http://www.cdgco.com/

Special Counsel: Leverson & Metz S.C.
                 225 East Mason Street, Suite 100
                 Milwaukee, WI 53202
                 Tel: (414) 271-8500
                 Fax: (414) 271-8504

Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              http://www.kccllc.net/

Total Assets: $143,983,000

Estimated Debts: $148,243,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Grede Employee Retirement Plan benefit plan      $33,692,497
111 E. Killbourn Ave. Ste. 200
Milwaukee, WI 53202

Grede Group Health - Retiree   benefit plan      $24,741,900
Grede Benefits Committee
9898 W. Bluemound Road
Milwaukee, WI 53226

Consolidated Mill Supply Inc.  trade debt        $7,000,000
1901 N. Roselle Rd. Ste 800
Schaumburg, IL 60195
Tel: (847) 706-6715

Deferred Compensation Plans    benefit plan      $4,120,000
Grede Benefits Committee
9898 W. Bluemound Road
Milwaukee, WI 53226

SERP                           benefits plan     $1,811,000
Grede Benefits Committee
9898 W. Bluemound Road
Milwaukee, WI 53226

Loeb Lorman Metals Inc.        trade debt        $1,278,778
PO Box 229
Watertown, WI 53094

Miller and Company             trade debt        $1,053,214
35239 Eagle Way
Chicago, IL 60678-1352

Mattoon Precision Mfg. Inc.    trade debt        $988,061

Duke Energy                    trade debt        $841,800

Reedsburg Utility Commission   trade debt        $713,453

Schneiders Iron & Metal Inc.   trade debt        $708,140

Erie Coke Corporation          trade debt        $638,856

Stewart Manufacturing LLC      trade debt        $638,241

Vickers Engineering            trade debt        $618,133

Xcel Energy                    trade debt        $525,015

Goodman-Reichwald-Dodge        trade debt        $516,099

National Material Trading      trade debt        $489,266

Tube City Incorporated         trade debt        $487,542

Smokey Mountain Machine        trade debt        $474,256

American Colloid               trade debt        $456,541

The petition was signed by Richard T. Koenigs, chairman of the
board.


HANSCOM FAMILY: S&P Corrects Ratings on Military Housing Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected and withdrew its
ratings on seven taxable military housing bond issues listed
below:

  -- Patrick Family Housing LLC, 2005 series A (CCC/Negative),
     series B (CC/Negative), and series C (CC/Negative);

  -- Moody Family Housing LLC 2005 series A (CCC/Negative) and
     series B (CC/Negative); and

  -- Hanscom Family Housing LLC 2004 series A (BB+/Negative) and
     series B (B+/Negative).

In November 2008, HP Communities LLC acquired the assets and debt
obligations related to these military housing revenue bonds.
These bonds remain outstanding with revised security pledges as
obligations of HP Communities LLC.  As a result, S&P no longer
maintain separate ratings on the debt of Patrick, Moody, or
Hanscom Family Housing.  Standard & Poor's assigned its AA-
/Stable, A/Stable, and A-/Stable ratings to HP Communities LLC's
series 2008A, 2008B, and 2008C obligations, respectively, on
Nov. 13, 2008.


HARTFORD FINANCIAL: Fitch Cuts Ratings on Two Classes to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative these Hartford Financial Services Group, Inc., ratings:

  -- $500 million 8.125% junior subordinated debentures due 2068
     to 'BB' from 'BB+';

  -- $1.75 billion 10% junior subordinated debentures due 2068 to
     'BB' from 'BB+'.

Fitch has also assigned a 'BB' rating to HFSG's senior perpetual
preferred stock issued under the U.S. Treasury's Capital Purchase
Program.  The Rating Outlook is Negative.  The Issuer Default
Rating and senior debt ratings of HFSG and the Insurer Financial
Strength ratings of HFSG's primary life and property/casualty
insurance subsidiaries remain unchanged with a Negative Rating
Outlook.  (A full list of ratings follows at the end of this
release.)

The rating action follows HFSG's announcement that it has closed
on its definitive investment agreement to participate in the CPP
for $3.4 billion in perpetual preferred stock.  Overall, Fitch
views the additional capital received as positive to the company
in that it enhances near-term financial flexibility in a period of
challenging capital markets access, and could ultimately help to
stabilize ratings.  However, the downgrade of HFSG's hybrid
securities reflects Fitch's belief that the receipt of government
support and the accompanying tighter debt service requirements
could increase risk of deferral for hybrid securities,
particularly given the sizable amount of CPP funds relative to the
existing capital structure.

The Negative Rating Outlook continues to reflect HFSG's exposure
to the volatile credit and investment market conditions,
particularly in its variable annuity business and asset portfolio.
Also, the added debt service on the CPP funds increases HFSG's
cash needs and reduces holding company interest coverage margins,
although the company has also substantially reduced its quarterly
common share dividend by 90% to conserve cash, which more than
offsets the funding needs.  If the company suffers additional
significant losses, the ratings could be lowered.  However, if the
company is able to improve its earnings and generate internal
capital growth, the Outlook could return to Stable.

The Negative Outlook also reflects Fitch's concerns about the
potential impact to HFSG's business position, franchise value and
management team as a result of recent financial stress and its
need to participate in CPP, particularly given the federal
government restrictions imposed on companies.  Fitch anticipates
that the company will focus in the near-term on mitigating any
such disruptions so as to preserve the long-term success of the
business.  Any actual impact of these changes will be monitored
closely in Fitch's rating analysis going forward.

Fitch has downgraded and removed from Rating Watch Negative these
ratings:

Hartford Financial Services Group, Inc.

  -- $500 million 8.125% junior subordinated debentures due 2068
     to 'BB' from 'BB+';

  -- $1.75 billion 10% junior subordinated debentures due 2068 to
     'BB' from 'BB+'.

The Rating Outlook is Negative.

Fitch assigns this rating:

Hartford Financial Services Group, Inc.

  -- $3.4 billion senior perpetual preferred stock 'BB'.

The Rating Outlook is Negative.

These ratings remain unchanged by Fitch with a Negative Rating
Outlook:

Hartford Financial Services Group, Inc.

  -- Long-Term IDR 'BBB';
  -- $275 million 7.9% notes due 2010 'BBB-';
  -- $400 million 5.25% notes due 2011 'BBB-';
  -- $319 million 4.625% notes due 2013 'BBB-';
  -- $199 million 4.75% notes due 2014 'BBB-';
  -- $200 million 7.3% notes due 2015 'BBB-';
  -- $300 million 5.5% notes due 2016 'BBB-';
  -- $499 million 5.375% notes due 2017 'BBB-';
  -- $500 million 6.3% notes due 2018 'BBB-';
  -- $499 million 6% notes due 2019 'BBB-';
  -- $298 million 5.95% notes due 2036 'BBB-';
  -- $323 million 6.1% notes due 2041 'BBB-';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.

Hartford Life, Inc.

  -- Long-term IDR 'BBB';
  -- $147 million 7.65% notes due 2027 'BBB-';
  -- $92 million 7.375% notes due 2031 'BBB-';
  -- Short-term IDR 'F2'.

Hartford Life Global Funding

  -- Secured notes program 'A-'.

Hartford Life Institutional Funding
  -- Secured notes program 'A-'.

Hartford Life and Accident Insurance Company

  -- IFS 'A-'.

Hartford Life Insurance Company

  -- IFS 'A-';
  -- Medium-term note program 'BBB+'.

Hartford Life and Annuity Insurance Company

  -- IFS 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

  -- IFS 'A+'.


HEREFORD BIOFUELS: Can Use Lenders' Cash Collateral Until July 31
-----------------------------------------------------------------
Hereford Biofuels, L.P., et al., the official committee of
unsecured creditors and Societe Generale, as administrative agent
to the Debtors' senior secured lenders, will seek at a hearing on
July 1, 2009, the approval of the U.S. Bankruptcy Court for the
Northern District of Texas of the third stipulation extending the
Debtors' authority to use the senior secured lenders' cash
collateral until July 31, 2009, in accordance with a modified
budget.

Hereford's right to use cash collateral will automatically
terminate without further order of the Court upon the earliest to
occur of:

  -- July 31, 2009;

  -- the dismissal or conversion of the Debtors' Chapter 11 cases;

  -- the entry by the Court of an order granting relief from the
     automatic stay to any entity other than the prepetition agent
     or the senior lenders;

  -- the appointment or election of a trustee, examiner with
     expanded powers or any other representative with expanded
     powers;

  -- the occurrence of the effective date or consummation date of
     a plan of reorganization for the Debtors;

  -- the receipt of written notice from the prepetition agent that
     the Debtors failed to deliver to the prepetition agent any of
     the documents or other information required to be delivered
     pursuant to the final cash collateral order when due;

  -- the failure by the Debtors to observe or perform any of the
     material terms or material provisions contained in the final
     cash collateral order;

  -- the entry of a Court order approving the terms of any debtor-
     in-possession financing for any of the Debtors; or

  -- the entry of an order of this Court reversing, staying,
     vacating or otherwise modifying in any material respect
     the terms of the final cash collateral order.

Hereford's authorization to use cash collateral, pursuant to the
second stipulation and agreed order amending the cash collateral
order, expired on June 30, 2009.

Based in Dallas, Hereford Biofuels Holdings, LLC, is a unit of
Panda Ethanol Inc. which is currently developing six 115 million
gallon-per-year denatured ethanol projects located in Texas,
Colorado and Kansas.  Panda Ethanol's founder is Panda Energy
International, an American privately-held company.

Hereford Biofuels and three of its debtor-affiliates filed
separate petitions for Chapter 11 relief of January 23, 2009
(Bankr. N.D. Tex. Lead Case No. 09-30453).  Dan B. Prieto, Esq.,
Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day,
represent the Debtors as counsel.  Joseph M. Coleman, Esq., and
Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan,
represent the official committee of unsecured creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed between $50 million and $100 million in assets and
between $100 million and $500 million in debts.


HORIZON NATURAL: Zurich's Administrative Claim Disallowed by Court
------------------------------------------------------------------
Zurich American Insurance Co. has lost its bid to have the U.S.
Supreme Court determine whether claims for worker injuries that
occurred during the course of Horizon Natural Resources LLC's
bankruptcy proceedings should be entitled to administrative
expense priority, according to Law360.

Headquartered in Ashland, Kentucky, Horizon Natural Resources,
fka AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
Chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$100 million in total assets and total debts.  On September 16,
2005, the Court confirmed the Debtors' Plan of Liquidation.  HNRC
DISSOLUTION CO. is the successor to the Debtor pursuant to that
Plan of Liquidation


IRVINE SENSORS: Nasdaq Listing Continues; Report Due Oct. 27
------------------------------------------------------------
Irvine Sensors Corporation said Tuesday that a Nasdaq Listing
Qualifications Panel has granted the Company's request for
continued listing, subject to the Company publicly disclosing on
or before October 27, 2009, an income statement (which may be
unaudited) that evidences net income from continuing operations of
greater than $500,000 for the 2009 fiscal year, or demonstrating
compliance with one of Nasdaq's alternative listing criteria.

Irvine Sensors' 2009 fiscal year will end September 27, 2009.  As
of March 29, 2009, the mid-point of the 2009 fiscal year, the
Company had reported income from continuing operations of nearly
$3 million.

Irvine Sensors also issued a fact sheet regarding the Company and
certain of its products as of June 30.  A full-text copy of the
fact sheet is available at no charge at:

              http://ResearchArchives.com/t/s?3e85

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


IRVINE MEDICAL: Taps Goe & Forsythe as Bankruptcy Counsel
---------------------------------------------------------
Irvine Medical Arts asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ Goe & Forsythe LLP
as its general bankruptcy counsel.

The firm will:

   a) advise and assist the Debtor with respect to compliance with
      the requirements of the United States Trustee;

   b) advise the Debtor regarding matters of bankruptcy laws
      including the rights and remedies of the Debtor in regards
      to its assets and with respect to the claims of creditors;

   c) represent the Debtor in any proceedings or hearing in the
      Court and in any action in any other court where the
      Debtor's rights under the Bankruptcy Code may be litigated
      or affected;

   d) conduct examinations of witnesses, claimants, or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts, and pleadings related to this Chapter 11
      case;

   e) advise Debtor concerning the requirements of the Bankruptcy
      Court and applicable rules as the same affect Debtor in this
      proceeding;

   f) assist Debtor in negotiation, formulation, confirmation, and
      implementation of a Chapter 11 plan of reorganization; and

   g) make any bankruptcy court appearances on behalf of Debtor.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Based in Irvine, California, Irvine Medical Arts is an office
developer.  The company filed for Chapter 11 protection on
June 23, 2009 (Bankr. C.D. Calif. Case No. 09-16184).  The Debtor
posted both assets and debts between $10 million and $50 million.


ISA CAPITAL: Fitch Affirms Issuer Default Rating at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed ISA Capital do Brasil S.A.'s foreign
and local currency Issuer Default Ratings at 'BB'.  The rating
action applies to US$554 million in senior secured notes
outstanding. The Rating Outlook is Stable.

ISA Capital's ratings are based on the strong credit quality of
Companhia de Transmissao de Energia Eletrica Paulista, its sole
revenue source and only operating asset.  CTEEP's strong credit
quality is attributable to the company's monopoly position, its
stable and predictable operating cash flow and its financially
sound credit profile.  The ratings also reflect the noteholders'
structural subordination to CTEEP's obligations, as well as the
company's concession renewal and refinancing risks.

Although CTEEP's credit quality is strong, ISA Capital's credit
quality is somewhat weaker given that ISA Capital only owns 37.5%
of CTEEP total capital and does not receive the full benefits of
operating cash flow.  Cash flow distributions (dividends) from
CTEEP to ISA Capital are stable and somewhat predictable.  ISA
Capital's FFO Interest Coverage ratio of approximately 3.2 times
(x) as of year end 2008 is considered adequate for the rating
category.  The company received dividends of approximately
BRL252 million and had interest and hedge expenses of BRL92 and
BRL130 million, respectively, during 2008.  During 2008, ISA
Capital's liquidity position was weakened by a BRL217 million
payment to renegotiate its hedge instruments, although at a higher
cost, with a lower exchange rate.

Going forward, ISA Capital distributions received from CTEEP are
expected to range between BRL250 and BRL300 million per year and
the company will increase its cash reserves over the next two and
half years in order to cover its 2012 amortization.  Should ISA
Capital allow CTEEP to reduce its dividend payments to redirect
funds for its aggressive expansion program, the company's credit
quality could be seriously compromised.

CTEEP's monopoly position stems from its exclusive right to
provide electricity transmission services through its three
concessions expiring in 2015, 2031 and 2038, respectively.
Furthermore, two CTEEP's concession are located in the state of
Sao Paulo, which accounts for one-third of Brazil's overall GDP,
making it one of the largest electricity consumers in the country,
and the third one, which will still be constructed, is in the
Northeast of Brazil.  CTEEP's strong market position should
further benefit the company when it participates in future bids
for new transmission lines in Brazil.  Whether or not the
regulator renews the company's concession in 2015 is uncertain,
however, the renewal of this concession at lower permitted annual
revenues has been assumed and incorporated in the company's
ratings.

CTEEP generates a stable and predictable cash flow, exhibiting the
low business risk profile of an electric transmission utility
company. CTEEP's tariff-setting mechanism is straightforward,
receiving minor intervention from its regulator.  The company's
tariffs are fixed and 86.4% of its permitted annual revenue will
not be revised by the regulator until 2015, being adjusted by
inflation every July.  The other 13.6% are revised by the
regulator every four years and automatically adjusted by inflation
every year.  CTEEP's revenue is stable and exempt from volumetric
risk.  The permitted annual revenue, which represented
approximately 99% of the company's total revenue in 2008, is based
on the electricity transmission assets available to users, instead
of the transmitted electricity volume.

CTEEP's credit metrics are supportive of its holding company's
credit ratings.  The operating asset credit metrics are
characterized by low leverage and strong interest coverage. Since
ISA Capital's acquisition, CTEEP's EBITDA margin has improved, as
expected, to approximately 84% in 2008 fiscal year from the pre-
acquisition 54% in the first half of 2006.  CTEEP's current EBITDA
margin is more in line with its peers.  Healthy operating cash
flow has allowed the company to finance its growth with internally
generated cash and thus maintain low leverage levels.
ISA Capital's ratings also reflect the strong covenant package
that, among other things, limits CTEEP's future level of
indebtedness.  CTEEP's expected leverage and interest coverage
should be well within the limits imposed by the covenants, which
require leverage of no more than 3.0x and interest coverage of at
least 3.0x.  In addition, under the covenant package, ISA Capital
is not allowed to declare or pay any dividends or make any
distributions.

ISA Capital is a holding company created to participate in the
privatization of CTEEP.  The company was incorporated with a
USD378 million equity contribution by Interconexion Electrica S.A.
E.S.P. and a US$609 million intercompany loan from ISA.  CTEEP,
ISA Capital's sole source of revenue and only operating asset, is
an electricity transmission company located in the state of Sao
Paulo. It is the largest company of its type in Sao Paulo and the
largest privately owned transmission company in the country.  The
company holds three concessions for the transmission of
electricity in the state of Sao Paulo, the first one expiring in
2015 and the second one in 2031.  The third concession contract,
expiring in 2038, was signed on March 17, 2008 and comprises the
construction, operating and maintenance of two transmission lines
in the Northeast of Brazil that CTEEP won in a November 2007
auction.  CTEEP's bulk revenue is generated by the contract that
expires in 2015 and can be renewed for an additional 20 years at
the regulator's discretion.


JEFFERIES GROUP: Fitch Affirms Subordinated Debt Rating at 'BB+'
----------------------------------------------------------------
Fitch Ratings expects to rate Jefferies Group, Inc., 8.50% senior
notes due July 15, 2019 'BBB'. These fixed-rate obligations will
be unsecured obligations, ranking equally with other unsecured
senior indebtedness totaling approximately $400 million.  Proceeds
of the new issues will be used for general corporate purposes,
including providing financing flexibility in the firm's
anticipation of its $305 million 7.750% senior debt due March
2012.  Fitch recently affirmed Jefferies' ratings on June 17,
2009.

A complete list of Jefferies' current ratings is shown below:

  -- Long-term IDR 'BBB';
  -- Short-term IDR 'F2';
  -- Senior debt 'BBB'';
  -- Short-term debt 'F2';
  -- Subordinated debt 'BB+'.

The Rating Outlook remains Negative.

Jefferies, a Delaware-incorporated holding company, is a well-
established full-service investment bank and institutional
securities firm serving middle-market clients and investors.  Its
primary broker/dealer operating subsidiary, Jefferies & Company,
Inc., holds the vast majority of the firm's consolidated assets
and is regulated by the SEC.  On March 31, 2009, Jefferies had
U.S. GAAP total assets of $21.3 billion, shareholders' equity
(excluding non-controlling interests) of $2.1 billion, and net
income of $38.4 million.


JMK LIMITED: S&P Cuts Rating on $4.2 Million Bonds to 'BB+/B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term ratings on five bond issues supported by Citizens Bank
letters of credit and its long-term ratings on two LOC-supported
bond issues.  At the same time, Standard & Poor's removed all
seven ratings from CreditWatch with negative implications, where
they were placed May 13, 2009.

The ratings on the five affected issues are based on the credit
and liquidity support provided by Citizens Bank ('BB+/B') in the
form of LOCs, which provide for the full and timely payment of
interest and principal according to the transactions' terms.  The
long-term ratings on the two LOC-supported bond issues are based
on the joint and several support provided by Wells Fargo Bank
N.A., South Dakota ('AA/A-1+') and Compass Bank ('A+/A-1').  Both
sources of credit and liquidity in the joint-support transactions
provide for the full and timely payment of interest and principal
according to the transactions' terms.

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

                         Ratings Lowered

                    Dale G. Mitchum, M.D. FACS
US$2.6 mil var/fixed rate taxable secd nts ser 2003 due 10/01/2033

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      606700AA0        AA-/A-1+             AA/Watch Neg/A-1+

                        Garber Capital LLC
    US$12.8 mil taxable var rt dem nts ser 1999A due 12/01/2039

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      364837AA2        BB+/B                BBB/Watch Neg/A-2

                          JMK Limited LLC
     US$4.2 mil taxable var rt dem nts ser 2000 due 10/01/2030

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     46622UAA2        BB+/B                BBB/Watch Neg/A-2

                     Michigan Strategic Fund
     S$8 mil tax exempt var rt dem ltd oblig rev bnds ser 1997
                           due 09/01/2017


                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     59469CQW6        BB+/B                BBB/Watch Neg/A-2

                  Oakland Cnty Econ Dev Corp
US$5 mil var rate dem ltd oblig rev bnds ser 2002 due 08/01/2037

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     672523FM4        BB+/B                BBB/Watch Neg/A-2

                       RDC Equities I, LLC
   US$15.41 mil taxable var rt dem nts ser 2003-A due 07/01/2038

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      75523RAA8        BB+/B                BBB/Watch Neg/A-2

                    Riverside Cnty Indl Dev Auth
  US$2.5 mil var rt dem indl dev rev bnds ser 2004 due 09/01/2029

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      76911TBN3        AA/A-1+              AA+/Watch Neg/A-1+


JOHN FREDERICK: Taps Wendel Rosen as Counsel
--------------------------------------------
John Frederick Dixon asks the Hon. Alan Jaroslovsky of the U.S.
Bankruptcy Court for the Northern District of California for
permission to employ Wendel, Rosen, Black & Dean LLP as his
counsel.

The firm will:

  a) advise the Debtor with respect to powers and duties as
     debtor-in-possession in the collection of assets and
     execution of his plan;

  b) prepare on behalf of Dixon the necessary pleadings,
     schedules, statements, motions, applications, answers,
     orders, reports and other legal papers required in this
     Chapter 11 case; and

  c) perform all other legal services for Dixon that may be
     necessary.

Papers filed with the Court did not disclose the firm's hourly
rates.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to the Debtor's estate and creditors.

Based in San Rafael, California, John Frederick Dixon filed for
Chapter 11 protection on June 19, 2009 (Bankr. N.D. Calif. Case
No. 09-11851).  The Debtor posted both assets and debts between
$10 million and $50 million.


KB TOYS: Seeks Court Approval to Sell Intellectual Property
-----------------------------------------------------------
KB Toys Inc., which concluded its going-out-of-business sale in
February, is seeking approval from the U.S. Bankruptcy Court for
the District of Delaware to sell off its intellectual property,
including trademarks, logos, and Web and e-mail addresses,
according to Law360.

As reported by the TCR on May 14, 2009, KB Toys has hired
Streambank, LLC, to undertake the marketing and sales efforts for
its intellectual asset portfolio.

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


KENNETH HAM: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Kenneth Lee Ham, Jr.
               Linda Kallis Ham
               3214 206th Place SW
               Lynnwood, WA 98036

Bankruptcy Case No.: 09-16434

Chapter 11 Petition Date: June 30, 2009

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

Judge: Karen A. Overstreet

Debtors' Counsel: Charles A. Johnson Jr., Esq.
                  5413 Meridian Ave N, Ste A
                  Seattle, WA 98103-6138
                  Tel: (206) 632-8980
                  Email: charlie@johnsonlaw.com

Total Assets: $7,685,961

Total Debts: $5,903,960

A full-text copy of the Debtors' petition, including a list of
their 12 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/wawb09-16434.pdf

The petition was signed by the Joint Debtors.


KUENZI COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Kuenzi Communications, LLC
          dba Sunset Equipment, LLC
          dba Sunset Equipment Rentals, LLC
          dba Kuenzi Communications, Inc.
          dba KCOM, LLC
          dba K-COM
        PO Box 1227
        Silverton, OR 97381

Bankruptcy Case No.: 09-63522
Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Loren S. Scott, Esq.
                  88 East Broadway
                  Eugene, OR 97401
                  Tel: (541) 868-8005
                  Email: ecf@mb-lawoffice.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/orb09-63522.pdf

The petition was signed by Joe Kuenzi.


LEAR CORP: Reaches Restructuring Pact, To File Shortly for Ch. 11
-----------------------------------------------------------------
Lear Corporation has reached an agreement in principle regarding a
consensual debt restructuring with steering committees
representing its secured lenders and its bondholders.  The Company
plans to commence shortly the proposed restructuring under court
supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the United States Bankruptcy Code by the Company and
certain of its U.S. and Canadian subsidiaries.  The agreement in
principle provides that, subject to certain limited exceptions,
Lear's trade creditors will be paid in full.

The Company anticipates being in default under its 8.50% Senior
Notes due in 2013 and 8.75% Senior Notes due in 2016, as the
30-day grace period applicable to the semi-annual interest payment
due on such notes will expire on July 2, 2009.  In addition, in
light of the pending reorganization plan, the Company has not made
principal and interest payments due under its senior credit
facility on June 30.

            Operations Outside North American Excluded

Lear's subsidiaries outside the U.S. and Canada would not be part
of the bankruptcy filing.  The Company's operations outside the
United States and Canada are well-capitalized, well-positioned and
have a strong backlog of new business.

Given the unprecedented economic downturn and corresponding
decline in global automobile production volumes, as well as
continued difficult conditions in credit markets generally, Lear's
Board of Directors concluded that to protect the long-term
business interests of the Company, this protective action was the
fastest and most effective way to delever its capital structure.
During the reorganization process, Lear is committed to continuing
to deliver to its customers the superior quality, service and
innovation they expect.

The Company's restructuring plan has the support of a majority of
the members of a steering committee of the Company's secured
lenders and a steering committee of bondholders acting on behalf
of an ad hoc group of bondholders.  The Company is seeking support
for its restructuring plan from additional lenders and
bondholders.  However, no assurance can be given as to the level
of additional support for the restructuring the Company ultimately
will be able to obtain from its lenders and bondholders.

              $500-Mil. DIP Loan from JPMorgan, Citi

The Company has received commitments from a syndicate of secured
lenders, led by J.P. Morgan and Citigroup, for $500 million in new
money debtor-in-possession financing.  The proposed DIP financing,
subject to customary conditions, provides additional financial
flexibility that supplements Lear's significant existing cash
balances.  Additionally, the DIP agreement provides that, subject
to certain conditions, the DIP financing will convert into exit
financing with a three-year term upon Lear's emergence from
Chapter 11.

Simpson Thacher & Bartlett LLP is representing JP Morgan as
administrative agent for Lear's senior secured lenders, including
pre-petition credit agreement lenders, DIP lenders and
exit/emergence lenders.  The Simpson Thacher team includes
bankruptcy partner Ken Ziman and financial services partner JT
Knight.

Bob Rossiter, Lear's Chairman, Chief Executive Officer and
President, said, "This restructuring is being undertaken to
maximize the long-term value of the Company.  Lear is a leading
global Tier 1 automotive supplier with excellent technical
capabilities in critical product lines -- seating systems, power
distribution and electronics, as well as a competitive, low-cost
footprint, a diverse customer base, a solid backlog of new
business and a strong cash position. With these strengths and the
additional flexibility we will have as a result of the proposed
DIP facility, we intend to complete the restructuring as quickly
as possible, and emerge as an even stronger and more competitive
partner to our customers."

Bob Rossiter continued, "We want to assure everyone -- customers,
suppliers, employees, and the communities of which we are a part
-- that Lear is committed to positioning our business for
sustainable success. We believe that the agreement in principle
with the steering committees of our secured lenders and
bondholders to support our plan of reorganization will enable us
to emerge expeditiously."

                         About Lear Corp.

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's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].


LEHMAN BROTHERS: Cross-Border Insolvency Protocol Approved
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the protocol negotiated by the Debtors with the
administrators of the insolvency or reorganization proceedings of
their foreign affiliates to coordinate each of their insolvency
cases.

The protocol seeks to promote international cooperation and
coordination in the insolvency cases; communication among the
official representatives and tribunals overseeing the cases; the
sharing of information and data among the representatives; and
the identification and preservation of Lehman's worldwide assets,
among others.

The signatories to the protocol include LBHI; Rutger
Schimmelpenninck as bankruptcy trustee for Lehman Brothers
Treasury Co. B.V.; James Giddens as Lehman Brothers Inc.'s
trustee; and administrators and liquidators of LBHI's foreign
units.

Mr. Giddens, who signed on the protocol on June 15, 2009, and the
administrators of Lehman Brothers International (Europe) earned
the ire of the Official Committee of Unsecured Creditors and the
Ad Hoc Group of Lehman Brothers Creditors for their alleged
refusal to become signatories to the protocol.  The Creditors'
Committee and the ad hoc group called on the trustee and LBIE's
administrators to agree to the protocol asserting that their
involvement is important to the protocol's success and that their
participation would benefit LBI and LBIE.

In response to the groups' accusation, Mr. Giddens argued that
neither the Creditors' Committee nor the ad hoc group attempted
to contact him about his stance on the protocol before issuing
their allegations.  He said he fully recognizes the importance of
fostering cooperation through the protocol and that he has in no
way declined to participate.

The Creditors' Committee and the Ad Hoc Group are both supportive
of the implementation of the protocol.  The Creditors Committee's
support, however, is conditioned on the continued involvement of
the panel and its professionals in future dealings under the
protocol.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Gets Nod to Probe Barclays Over LBI Sale
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized Lehman Brothers Holdings Inc. and
its affiliated debtors to investigate Barclays Capital Inc.
regarding the U.K. bank's acquisition of the Debtors' North
American broker-dealer business on September 15, 2009.

Judge Peck directed Barclays to produce documents and designate a
witness to appear for deposition in connection with the Debtors'
investigation.  He authorized the Debtors to issue a subpoena,
when necessary, to accomplish the investigation.

As part of the investigation, Judge Peck required the Debtors to
hold talks with the Official Committee of Unsecured Creditors,
Anton R. Valukas as the Chapter 11 Examiner, and James W. Giddens
as the trustee for the liquidation of Lehman Brothers, Inc., to
develop a protocol for the coordination of the investigation.

Existing confidentiality agreements will be modified to, and any
confidentiality agreement between the Debtor and Barclays will,
allow for the coordinated discovery, including a provision that
will allow for the sharing between the Debtors, the Examiner, the
Creditors' Committee, and the LBI Trustee of information received
from Barclays.

The Debtors, in court papers filed prior to the entry of the
order, maintained that they have good cause to commence the
investigation on Barclays.  The investigation, the Debtors
asserted, could explain why, shortly after closing the sale
transaction, Barclays declared an approximately $4.2 billion gain
on its acquisition of Lehman's assets, which Barclays said,
resulted from "the excess of the fair market value of net assets
acquired over the consideration paid" in the transaction.

The Debtors refuted Barclay's assertion that it should not be
investigated about the compensation made to their former
employees as it was not obliged to assume an obligation to pay
$2 billion to those employees for their bonuses.  The Debtors'
counsel, Robert Gaffey, Esq., at Jones Day, in New York, asserted
that Barclays' assumed liability for compensation was an integral
component of the consideration the U.K. bank was required to pay,
and was a contractual obligation pursuant to the companies' asset
purchase agreement.

"The fact that Barclays has apparently paid much less than
$2 billion in compensation suggests that the number was not based
on a valid calculation and could have been overstated simply to
justify a gratuitous transfer of property to Barclays,"
Mr. Gaffey pointed out.  "LBHI needs discovery to determine
whether the $2 billion assumed liability for compensation was a
properly calculated number, with a basis, or just an invented
number, or something in-between," he said, adding that even if the
$2 billion began as an estimate, LBHI should be entitled to
investigation to test whether it was arrived at in good faith and
was reasonable.

Barclays, further responding to the Debtors' assertion, urged the
Court to junk the proposed investigation arguing that the
investigation is an attempt by the Debtors to explore potential
claims that lack merit.  Barclays contended that LBHI has no
right to reexamine and renegotiate a transaction, which LBHI
itself negotiated and presented to the Court for approval.

The Debtors' request for the investigation drew support from the
LBI Trustee, The Bank of New York Mellon Trust Company N.A.,
Westernbank Puerto Rico, and the Ad Hoc Group of Lehman Brothers
Creditors.

The LBI Trustee said the pieces of information that LBHI wants to
obtain are important to his own investigation.  Mr. Giddens has
been conducting an investigation into what caused the liquidation
of LBI under the Securities Investor Protection Act.  Some of
LBI's former and incumbent officers and directors had already
been issued a subpoena to cooperate with the investigation.

BNY Mellon said it wants the investigation to proceed to find out
if some assets of Lehman Brothers Commodity Services had been
acquired by Barclays under the deal.  BNY Mellon, which serves as
trustee for holders of public municipal bonds, asserts claims of
more than $700 million against LBCS and LBHI to repay the bonds.
About $682 million of the proceeds from the bonds were reportedly
transferred to LBCS.

Westernbank is concerned with the recovery of its claims against
LBI under their repurchase agreements, which gave the bank the
right to acquire securities from LBI.  The securities were
reportedly among the "billions of dollars worth of collateral"
transferred by LBI to Barclays.

The Ad Hoc Group of Lehman Brothers Creditors asserts that a
formal investigation is warranted given the size of the
transaction and the unsuccessful efforts to resolve disputes
without court intervention.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: LCPI Seeks to Sell Shares of Delta Topco & Prefco
------------------------------------------------------------------
Lehman Commercial Paper Inc. seeks court approval to sell notes
and shares of Delta Topco Limited and Delta Prefco Limited, to LB
I Group Inc.

LCPI intends to sell 154,347,100 ordinary shares of Delta Topco
as well as 1,418 ordinary shares of Delta Prefco.  LCPI also
plans to sell a 15% unsecured loan note in the sum of
$552,823,297, and an unsecured PIK note in respect of the
interest payable on that note issued by Delta Topco.

The buyer, LB I Group, is a wholly-owned indirect subsidiary of
Lehman Brothers Holdings Inc.

LCPI acquired the notes and shares in 2006 from Alpha Topco
Limited and Beta Topco 1 Limited.  LCPI owns approximately 16%
stake in the companies, whose ordinary shares and debt are held
by Delta Topco and Delta Prefco.

Under the sale agreement, LCPI will sell its stake in the shares
and notes in exchange for the right to receive from LB I Group
cash proceeds, which the buyer received after completion of the
sale with respect to securities or other non-cash property into
which the shares and notes may be converted or exchanged.
Concurrently with the sale, LCPI will be granted a first priority
security interest in LB I Group's interest in the shares and
notes.  A full-text copy of the sale agreement is available for
free at http://bankrupt.com/misc/LehmanSaleAgreementLBIGroup.pdf

As part of the deal, LCPI and LB I Group will enter into a
consulting agreement, under which LB I Group will retain Peter
Sherratt to serve as a member of the board of directors of Delta
Topco and Delta Prefco, and provide consulting services to the
buyer in connection with its investment in the two companies.  A
full-text copy of the agreement is available for free at:

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

LCPI will also ink another agreement with LB I Group, Delta Topco
and Delta Prefco regarding the proposed sale, a full-text copy of
which is available for free at:

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

The hearing to consider approval of the proposed sale is
scheduled for July 15, 2009.  Creditors and other concerned
parties have until July 10, 2009, to file their objections.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Obtains Court Nod to Inject $50MM to Aurora Bank
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained approval of the
U.S. Bankruptcy Court for the Southern District of New York to
funnel as much as $50 million in cash to Aurora Bank FSB.

LBHI made the move out of concern that Aurora Bank, formerly
known as Lehman Brothers Bank FSB, may fall below the
10% "well-capitalized" mark for the second quarter of 2009 as
contemplated in a three-year business plan that Aurora Bank
submitted recently to the Office of Thrift Supervision for
approval.  A continuing "well-capitalized" status is a minimum
requirement under the business plan for it to be approved by the
OTS.

Attorney for LBHI, Alfredo Perez, Esq., at Weil Gotshal & Manges
LLP, in New York, said the recovery of LBHI's prior investments
and equity interest in Aurora Bank "could be delayed and
potentially jeopardized" if OTS does not approve the business
plan.  Aurora Bank, he said, needs the regulatory approval to
return to lending and other business operations "without
extraordinary regulatory restriction."

Aurora Bank's financial status has reportedly improved since
March 31, 2009, after LBHI invested up to $15 million in cash,
terminated commitments to provide loans aggregating
$1.375 billion, and entered into an agreement with Aurora Bank's
loan servicing unit for the transfer of LBHI's mortgage servicing
rights to that unit.  On that date, Aurora Bank attained a 10.4%
total risk-based capital ratio; its thrift financial report also
showed that the value of LBHI's equity interest in Aurora Bank
was about $687 million.

"Despite the improvements to [Aurora Bank's] financial condition,
there is a possibility that the bank may fall somewhat below the
10% total risk-based capital level as a result of the effect of
fair value accounting," Mr. Perez pointed out.  "LBHI's decision
to make the capital contribution is in the best interest of its
estate and creditors."

LBHI initially sought Court approval to provide $25 million to
Aurora Bank.  However, after a review of the information
regarding the value that would likely be accorded to Aurora
Bank's assets, LBHI filed a supplemental motion to increase the
sum to $50 million to ensure that the capital contribution will
be sufficient for the bank to maintain a "well-capitalized"
status.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Obtains Court Nod to Inject Funds to ARS Holdings
------------------------------------------------------------------
Lehman Brothers Holdings Inc. sought and obtained approval of the
U.S. Bankruptcy Court for the Southern District of New York to
provide funding to its subsidiary, ARS Holdings II LLC.

Cash-strapped ARS Holdings needs the funding to pay about
$134.33 million of interest to D.E. Shaw & Co. LP and D.E. Shaw &
Co. LLC.  LBHI holds a 20% stake in both companies.

The interest was acquired and held by ARS Holdings, which is
obligated to pay the sum this year and another payment in 2010 as
consideration for the interest.  ARS Holding's obligation under
the deal with the D.E. Shaw group is guaranteed by LBHI.

"The [interest] is an extremely valuable asset of ARS Holdings
and the equity of ARS Holdings is, in turn, an extremely valuable
asset of LBHI's estate," said Shai Waisman, Esq., at Weil Gotshal
& Manges LLP, in New York.  He pointed out that D.E. Shaw group's
"performance has been strong, outperforming the broader market in
most years since 2001."

According to Mr. Waisman, the interest is structured as a
passive, minority investment, with no management or board
representation.  He said, however, that ARS Holdings is entitled
to 20% of the D.E. Shaw group's distributed net income and that
it has already received significant distributions.

Mr. Waisman further said the funding would preserve the value of
the interest and that ARS Holdings would be able to realize a
greater return from the future sale of that interest.

In exchange for the funding, ARS Holdings will provide LBHI with
the so-called "secured market rate note" in accordance with the
Court's cash management order.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Seeks to Assume Trade Confirmations With Basso
---------------------------------------------------------------
Debtors Lehman Brothers Holdings Inc. and Lehman Commercial Paper
Inc. seek the U.S. Bankruptcy Court for the Southern District of
New York's authority to assume trade confirmations with three
funds affiliated with Connecticut-based Basso Capital Management
L.P.

The three are Basso Credit Opportunities Holding Fund Ltd., Basso
Fund Ltd. and Basso Multi-Strategy Holding Fund Ltd., which
purchased Greektown Holdings L.L.C.'s debt from LCPI.  The funds'
trade confirmations, which reflected the purchases, are among the
hundreds of trade confirmations that the Debtors have entered
into but have not yet consummated and settled as of September 15,
2008.

"LCPI will realize a greater recovery as a result of assumption
of the [trade confirmations] than it would through rejection of
such trades followed by the sale of the Greektown debt on the
open market based on current market prices," says Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York.

In connection with the proposed assumption, the Debtors also seek
a court ruling that there are no "cure amounts" owed and that
they have provided the funds "adequate assurance of LCPI's future
performance."

The hearing to consider approval of the Debtors' request is
scheduled for July 15, 2009.  Creditors and other concerned
parties have until July 10, 2009, to file their objections.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Seeks to Enter Into Confirmation Letter With HSHN
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek the
U.S. Bankruptcy Court for the Southern District of New York's
authority to enter into a confirmation letter with HSH
Nordbank AG, New York Branch.

Pursuant to the terms of the confirmation letter, LBHI or one of
its units will purchase 34 units of wind turbines from its
Canada-based subsidiary, SkyPower Corp.  LBHI holds approximately
80% stake in SkyPower.

A full-text copy of the confirmation letter is available for free
at http://bankrupt.com/misc/LehmanLetterConfirmationHSHN.pdf

Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, says the proposed transaction would help SkyPower to pay
off its debt to lenders, which provided financing to the company
to acquire 134 units of turbines for its energy projects in
Canada.

SkyPower reportedly has defaulted under its loan agreement with
the lenders and has been deprived of financing as a result of
LBHI's bankruptcy filing.  Consequently, SkyPower has entered
into a series of forbearance agreements with the lenders to avoid
foreclosure on its assets, in which the lenders hold liens as
security for their loan.

HSH Nordbank, serves as the administrative agent and collateral
agent, under the loan agreement between SkyPower and its lenders.

Mr. Perez says SkyPower is in talks to sell its 100 other
turbines to another buyer, which could generate about
$135 million.  He points out, however, that the lenders will not
provide the necessary financing to complete the sale if LBHI does
not execute the terms of the confirmation letter.

"Given the current difficulties in the market, the confirmation
letter and the proposed LBHI-SkyPower transaction, including the
sale, represent a reasonable exercise of LBHI's business judgment
because, together, they represent the best available option to
generate funds to pay off the lenders," Mr. Perez says.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Seeks to Grant Priority Liens to Broker Dealers
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
grant first priority liens to broker dealers in cash, securities
and other collateral that will be posted under certain agreements
that they may enter into with those dealers.

The agreements would enable the Debtors to open futures, prime
brokerage and over-the-counter transaction-related accounts.
Through those accounts, the Debtors can enter into hedging
transactions that would protect the value of the loans they own
from unfavorable interest rate fluctuation in the residential
loan market.

LBHI owns residential mortgage loans, which it purchased from
Americor Mortgage Inc. under their mortgage financing program.
Under the program, Americor agreed to provide residential
mortgage loans to those who want to buy a unit in the Canyon
Ranch Living Miami Beach Condominiums, in Miami Beach, Florida.
All of those loans feature fixed interest rates for at least the
first 10 years.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says there is risk that the Debtors' residential mortgage loans
would deteriorate in value over time, which could only be reduced
through the hedging transactions.  He points out, however, that
the Debtors cannot engage in those transactions without the
broker dealers being granted first priority liens on the
collateral.

"The broker dealers will not enter into and will not accept the
risk associated with the residential hedging transactions on an
unsecured basis.  Furthermore, the exchanges will require the
broker dealer that would execute these residential hedging
transactions for the Debtors to post an acceptable amount of
collateral," Mr. Waisman says.

The hearing to consider approval of the Debtors' request is
scheduled for July 15, 2009.  Creditors and other concerned
parties have until July 10, 2009, to file their objections.


                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only $2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LYONDELL CHEMICAL: James Gallogly May be Paid $32 Million as CEO
----------------------------------------------------------------
Court documents say that James L. Gallogly may get $32 million as
Lyondell Chemical Co.'s chief executive officer.

According to court documents, the $32 million payment includes a
base salary of $1.5 million, a $2.5 million signing bonus to be
paid within five days of approval of his employment, and a
performance-based bonus equal to up to 200% of his base salary.
Mr. Gallogly will also receive $25 million in stock options upon
Lyondell Chemical's emergence from bankruptcy protection, Rachel
Feintzeig at The Wall Street Journal blog, Bankruptcy Beat,
reports.

As reported by the Troubled Company Reporter on May 15, 2009,
LyondellBasell Industries said that its Supervisory Board named
Mr. Gallogly CEO, effective immediately.  Mr. Gallogly will
succeed Volker Trautz who announced his retirement from the
company.  The terms of the appointment are subject to the approval
of the U.S. bankruptcy court overseeing LyondellBasell's
reorganization plan.

Bankruptcy Beat relates that Lyondell Chemical is seeking
permission to hire Mr. Gallogly.

The U.S. Bankruptcy Court for the Southern District of New York
will consider approving Lyondell Chemical's employment agreement
with Mr. Gallogly at a hearing on July 21, Bankruptcy Beat states.

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)


MAGNACHIP SEMICONDUCTOR: Files Schedules of Assets and Debts
------------------------------------------------------------
MagnaChip Semiconductor Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware, their schedules of
assets and liabilities, disclosing:

       Name of Debtor                 Assets       Liabilities
       --------------               -----------   --------------
  MagnaChip Semicondutor Finance             $1     $845,802,666
  MagnaChip Semiconductor S.A.     $951,917,782     $845,903,186
  MagnaChip Semiconductor B.V.     $762,465,739   $1,800,612,084
  MagnaChip Semiconductor Inc.      $19,460,368     $861,031,667
  MagnaChip Semiconductor LLC              $462     $851,879,383
  MagnaChip Semiconductor SA
     Holdings LLC                            $0     $845,000,250

Copies of MagnaChip Semiconductor Inc., et al.'s SALs are
available at:

  http://bankrupt.com/misc/magnachipsemiconductorfinance.SAL.pdf
  http://bankrupt.com/misc/magnachipsemiconductorS.A.SAL.pdf
  http://bankrupt.com/misc/magnachipsemiconductorB.V.SAL.pdf
  http://bankrupt.com/misc/magnasemiconductorinc.SAL.pdf
  http://bankrupt.com/misc/magnachipsemiconductorLLC.SAL.pdf
  http://bankrupt.com/misc/magnachipsemiconductorSA.SAL.pdf

              About MagnaChip Semiconductor Inc.

Headquartered in South Korea, MagnaChip Semiconductor Inc. --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.

MagnaChip Semiconductor Inc. and 5 of its affiliates filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  James E.
O'Neill, Esq., and Laura Davis Jones, Esq., and Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  Omni Management Group LLC is the Debtors' claims
agent.  In its petition, Magnachip Semiconductor Finance Company
listed assets below $50,000 and debts of more than $1 billion.


MCCLATCHY CO: S&P Raises Corporate Credit Rating to 'CC' From 'SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. newspaper publisher The McClatchy Co. to 'CC' from
'SD' (selective default).  The rating outlook is negative.

At the same time, S&P raised its issue-level rating on each of
McClatchy's senior unsecured notes originally issued by Knight
Ridder Inc. to 'C' from 'D'.

All other outstanding ratings on the company were affirmed.

The rating action follows McClatchy's announcement yesterday that
the company had 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 'CC' rating reflects 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
experience a decline of between 30% and 40% in 2009 EBITDA, and
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.

The prior corporate credit rating of 'SD' reflected S&P's view
that the exchange at a significant discount to the par value of
the notes was tantamount to a default given the distressed
financial condition of the company.  S&P said in February 2009,
prior to the exchange, that S&P were 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.

The negative rating outlook reflects S&P's belief that McClatchy
is likely to undergo a restructuring of some form over the
intermediate term given S&P's expectation that potential leverage
of 7x or more would not be manageable over the long term given
secular trends in the newspaper industry.


MICHAEL VICK: Will Submit Amended Reorganization Plan on Thursday
-----------------------------------------------------------------
Larry O'Dell at The Associated Press reports that Michael Vick's
lawyer, Paul Campsen, has assured the U.S. Bankruptcy Court for
the Eastern District of Virginia that he won't have any trouble
filing his client's revised reorganization plan on July 2.

According to The AP, Mr. Campsen, outlined the highlights of the
new plan, which was still being drafted, at a status hearing on
Tuesday.  The plan, says the report, would give more of Mr. Vick's
future pay to his creditors and ensure that they receive a portion
of his earnings even if he doesn't return to the National Football
League.  The report states that under the new plan, 10% of the
first $750,000 that Mr. Vick earns would go to creditors, and that
a house under construction in Virginia will be liquidated.

As reported by the Troubled Company Reporter on June 23, 2009,
Judge Santoro rejected Mr. Vick's reorganization plan, calling it
"unworkable".  Mr. Vick talked about rejoining the National
Football League as the key part of his plan to emerge from
bankruptcy.  Under that plan, Mr. Vick would keep the first
$750,000 of his annual income over the next five years and would
give a percentage to creditors after that.

The AP says that the revised plan will settle a dispute between
Mr. Vick and his former agent, Joel Enterprises Inc., who won a
$4.6 million judgment against Mr. Vick in a breach of contract
case and had been fighting to collect before the former Atlanta
Falcons quarterback's unsecured creditors are paid.  Joel
Enterprises will get $6 million but will be treated as an
unsecured creditor, getting paid a little at a time, the report
states, citing Mr. Campsen.  According to the report, Judge
Santoro also approved the sale of Mr. Vick's two bass boats and
three larger fishing boats.

The AP relates that Ross Reeves, attorney for a committee
representing unsecured creditors, said that the committee supports
the new plan.

The court will hold a confirmation hearing on Mr. Vick's new plan
on August 27, The AP reports.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980, in Newport News,
Virginia, is a suspended National Football League quarterback
under contract with the Atlanta Falcons team.  In 2007, a U.S.
federal district court convicted him and several co-defendants of
criminal conspiracy resulting from felonious dog fighting and
sentenced him to serve 23 months in prison.  He is being held in
the United States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a Chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MICHIGAN STRATEGIC: S&P Cuts Rating on $8 Million Bonds to 'BB+/B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term ratings on five bond issues supported by Citizens Bank
letters of credit and its long-term ratings on two LOC-supported
bond issues.  At the same time, Standard & Poor's removed all
seven ratings from CreditWatch with negative implications, where
they were placed May 13, 2009.

The ratings on the five affected issues are based on the credit
and liquidity support provided by Citizens Bank ('BB+/B') in the
form of LOCs, which provide for the full and timely payment of
interest and principal according to the transactions' terms.  The
long-term ratings on the two LOC-supported bond issues are based
on the joint and several support provided by Wells Fargo Bank
N.A., South Dakota ('AA/A-1+') and Compass Bank ('A+/A-1').  Both
sources of credit and liquidity in the joint-support transactions
provide for the full and timely payment of interest and principal
according to the transactions' terms.

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

                         Ratings Lowered

                    Dale G. Mitchum, M.D. FACS
US$2.6 mil var/fixed rate taxable secd nts ser 2003 due 10/01/2033

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      606700AA0        AA-/A-1+             AA/Watch Neg/A-1+

                        Garber Capital LLC
    US$12.8 mil taxable var rt dem nts ser 1999A due 12/01/2039

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      364837AA2        BB+/B                BBB/Watch Neg/A-2

                          JMK Limited LLC
     US$4.2 mil taxable var rt dem nts ser 2000 due 10/01/2030

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     46622UAA2        BB+/B                BBB/Watch Neg/A-2

                     Michigan Strategic Fund
     S$8 mil tax exempt var rt dem ltd oblig rev bnds ser 1997
                           due 09/01/2017


                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     59469CQW6        BB+/B                BBB/Watch Neg/A-2

                  Oakland Cnty Econ Dev Corp
US$5 mil var rate dem ltd oblig rev bnds ser 2002 due 08/01/2037

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     672523FM4        BB+/B                BBB/Watch Neg/A-2

                       RDC Equities I, LLC
   US$15.41 mil taxable var rt dem nts ser 2003-A due 07/01/2038

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      75523RAA8        BB+/B                BBB/Watch Neg/A-2

                    Riverside Cnty Indl Dev Auth
  US$2.5 mil var rt dem indl dev rev bnds ser 2004 due 09/01/2029

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      76911TBN3        AA/A-1+              AA+/Watch Neg/A-1+


MILACRON INC: Extends Closing of Avenue Capital Deal to July 16
---------------------------------------------------------------
Milacron Inc. disclosed in a filing with the Securities and
Exchange Company that the Debtors and the Purchaser entered into
Amendment No. 2 to the Purchase Agreement.  Among other things,
the Amendment (i) set the Closing Date for July 16 or the later
date as specified obligations and conditions of the parties are
satisfied or waived and (ii) restructured the transaction as a
reorganization under section 368(a)(1)(G) of the United States
Internal Revenue Code.

Milacron Inc. and certain of its subsidiaries entered into a
definitive Purchase Agreement to sell substantially all of their
assets to a company formed by affiliates of Avenue Capital Group,
certain funds and/or accounts managed by DDJ Capital Management
LLC and certain other entities that together hold approximately
93% of the Company's 11-1/2% Senior Secured Notes.

At a hearing held on June 26, 2009, the United States Bankruptcy
Court in the Debtors' Chapter 11 proceeding approved the sale of
substantially all of the Debtors' assets to the Purchaser pursuant
to the Purchase Agreement.  The order approving the sale is
expected to be entered on or about June 30, 2009.

The Purchase Agreement had been subject to higher offers from
other parties, which were solicited in accordance with bid
procedures approved by the Court.  The Debtors did not receive any
higher offers on or prior to the June 24, 2009, bid deadline
established by the Court and therefore requested Court approval of
the sale pursuant to the Purchase Agreement at the June 26
hearing.

A full-text copy of the Amendment No. 2 to Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?3e79

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

At April 30, 2009, the Company had $527,497,000 in total assets
and $809,732,000 in total liabilities.


MOODY FAMILY: S&P Corrects Ratings on Military Housing Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services corrected and withdrew its
ratings on seven taxable military housing bond issues listed
below:

  -- Patrick Family Housing LLC, 2005 series A (CCC/Negative),
     series B (CC/Negative), and series C (CC/Negative);

  -- Moody Family Housing LLC 2005 series A (CCC/Negative) and
     series B (CC/Negative); and

  -- Hanscom Family Housing LLC 2004 series A (BB+/Negative) and
     series B (B+/Negative).

In November 2008, HP Communities LLC acquired the assets and debt
obligations related to these military housing revenue bonds.
These bonds remain outstanding with revised security pledges as
obligations of HP Communities LLC.  As a result, S&P no longer
maintain separate ratings on the debt of Patrick, Moody, or
Hanscom Family Housing.  Standard & Poor's assigned its AA-
/Stable, A/Stable, and A-/Stable ratings to HP Communities LLC's
series 2008A, 2008B, and 2008C obligations, respectively, on
Nov. 13, 2008.


NEWPAGE CORPORATION: Moody's Junks Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
NewPage Corporation to Caa1 from B2 and at the same time,
downgraded the company's other debt ratings as listed below.
NewPage's speculative grade liquidity rating remains at SGL-4 and
the ratings outlook is negative.

Downgrades:

Issuer: NewPage Corporation

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to a
     range of Caa3, LGD6, 91% from a range of Caa1, LGD6, 90%

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     B2, LGD2, 26% from a range of Ba3, LGD2, 25%

  -- Senior Secured Regular Bond/Debenture, Downgraded to a range
     of Caa2, LGD5, 72% from a range of B3, LGD5, 71%

The downgrade of NewPage's ratings reflects the company's weak
operating and financial performance, the company's significant
debt load and expectations that the company will continue to face
weak demand and pricing for its principal products -- coated
paper.  NewPage's high debt level increases the company's
vulnerability to adverse economic and industry conditions and
limits the company's financial flexibility.  Over the near term,
Moody's anticipates that NewPage's operating cash flow will
continue to be challenged as coated paper prices and volumes
remain weak and as NewPage continues to absorb costly market
related production downtime.  Despite the efforts by NewPage and
other key industry player's to match production levels with
demand, coated freesheet paper pricing has dropped by almost 12%
from recent peak as year-to-date coated paper shipments dropped
nearly 30%.  NewPage's rating also considers the company's limited
product and geographic diversification.  NewPage's rating is
supported by its large scale and leading market position in coated
papers, its low cost vertically integrated asset base and
management's focus on ongoing productivity improvements and cost
reduction.  The company's low cost mill system in combination with
moderating input costs and benefits from the alternative fuel tax
credit are expected to provide some partial offset to the
challenging industry conditions.

The SGL-4 liquidity rating indicates that NewPage has weak
liquidity reflecting the company's near-term covenant compliance
challenges as well as Moody's expectations of no free cash flow
generation over the next four quarters.  The company's primary
source of liquidity is a $500 million revolving credit facility
which matures on December 21, 2012.  At March 31, 2009,
$83 million was outstanding.  The facility is subject to a
borrowing base and after accounting for $89 million of outstanding
letters of credit, availability was $247 million.  Compliance with
financial covenants may further limit the level of draw under the
credit facility.  In addition, NewPage began receiving cash for
alternative fuel tax credits during the second quarter, which has
helped offset the weak cash generation by the company's
operations.

The negative rating outlook reflects the company's constrained
liquidity position and the risk of continued deterioration in the
company's financial performance.

NewPage, headquartered in Miamisburg, Ohio, is the largest coated
paper producer based on production capacity in North America with
20 paper machines at 10 paper manufacturing mills and annual
capacity of approximately 4.4 million tons.


NORTHWOOD HILLS COUNTRY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Northwood Hills Country Club, L.L.C.
        5000 Northwood Hills Drive
        Shreveport, LA 71107

Bankruptcy Case No.: 09-11957

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Debtor's Counsel: Grant E. Summers, Esq.
                  509 Market St., Suite 800
                  Shreveport, LA 71101
                  Tel: (318) 424-4342
                  Fax: (318) 226-0168
                  Email: gsummers@djslawfirm.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 James H. Nichols, member of the
Company.


NORTHWOOD PROPERTIES: Ch. 7 Trustee Taps KPMG CF as Sales Agent
---------------------------------------------------------------
Mark DeGiacomo, Chapter 7 Trustee for Northwood Properties, LLC,
has retained KPMG CF Realty LLC, the Real Estate Division of KPMG
Corporate Finance LLC, as his agent to market and sell the
remaining building rights for 42 senior living condominium units
located outside of Boston, in Sudbury, Massachusetts.  Northwood
Properties converted to a Chapter 7 Bankruptcy on January 23,
2009.  A bid deadline of August 5, 2009, has been set for
receiving offers or letters of intent.

The senior living complex, known as Northwood at Sudbury was
originally approved for 66 units and an activities building.  Two
buildings containing 24 units have already been constructed, sold
and are occupied, while current and valid approvals are in place
for the remaining 42 units.  All units are presently designed to
average 1,984 sq. ft. and contain either 1 or 2 bedrooms and 2
baths.  Additionally, the activities building has been completed,
is in current use and includes an indoor pool, activities rooms,
offices, kitchen, men's and women's locker rooms, exercise room
with equipment, elevator and an unfinished basement.

"The purchaser of these rights will receive the building permits
and all town required approvals are in place," said Matthew
Bordwin, Managing Director & Group Head, KPMG Corporate Finance
LLC.  "A bid deadline of August 5 has been established.  The
trustee will review and accept the best bid for Bankruptcy Court
approval," Mr. Bordwin added.  Purchasers interested in submitting
an offer for the building rights may contact Mr. Bordwin at:

     Keen Consultants/KPMG Corporate Finance LLC
     1305 Walt Whitman Road, Suite 200
     Melville, NY 11747
     Telephone: 631-351-7800
     Fax: 631-794-2491
     E-mail: mbordwin@kpmg.com

On October 1, 2007, KPMG Corporate Finance LLC, a full service,
independent, middle-market investment bank, announced it had
acquired substantially all of the assets of Keen Consultants, LLC
and Keen Realty, LLC.  Keen Consultants is operating as the Real
Estate Division of KPMG Corporate Finance LLC.  Established in
1982, Keen specializes in selling excess assets and restructuring
real estate and lease portfolios for companies in bankruptcy.
Keen has had extensive experience solving complex problems and
evaluating and selling real estate, leases and businesses.  Keen,
a leader in identifying strategic investors and partners for
businesses, has consulted with hundreds of clients nationwide, and
evaluated and disposed of more than 20,000 properties containing
nearly 2 billion sq. ft. across the country.  Former clients
included: Cable & Wireless, Elliott Building Group, Movie
Gallery/Hollywood Video, Spiegel/Eddie Bauer, Arthur Andersen,
Service Merchandise, Warnaco, and JP Morgan Chase.

                    About Northwood Properties

Headquartered El Segundo, Calofornia, Northwood Properties --
http://northwoodprops.com/-- is a real estate development,
redevelopment, building management and project management company
that acquires, renovates, and manages a portfolio of industrial
and office properties.


OAKLAND CNTY: S&P Cuts Rating on $5 Million Bonds to 'BB+/B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term ratings on five bond issues supported by Citizens Bank
letters of credit and its long-term ratings on two LOC-supported
bond issues.  At the same time, Standard & Poor's removed all
seven ratings from CreditWatch with negative implications, where
they were placed May 13, 2009.

The ratings on the five affected issues are based on the credit
and liquidity support provided by Citizens Bank ('BB+/B') in the
form of LOCs, which provide for the full and timely payment of
interest and principal according to the transactions' terms.  The
long-term ratings on the two LOC-supported bond issues are based
on the joint and several support provided by Wells Fargo Bank
N.A., South Dakota ('AA/A-1+') and Compass Bank ('A+/A-1').  Both
sources of credit and liquidity in the joint-support transactions
provide for the full and timely payment of interest and principal
according to the transactions' terms.

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

                         Ratings Lowered

                    Dale G. Mitchum, M.D. FACS
US$2.6 mil var/fixed rate taxable secd nts ser 2003 due 10/01/2033

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      606700AA0        AA-/A-1+             AA/Watch Neg/A-1+

                        Garber Capital LLC
    US$12.8 mil taxable var rt dem nts ser 1999A due 12/01/2039

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      364837AA2        BB+/B                BBB/Watch Neg/A-2

                          JMK Limited LLC
     US$4.2 mil taxable var rt dem nts ser 2000 due 10/01/2030

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     46622UAA2        BB+/B                BBB/Watch Neg/A-2

                     Michigan Strategic Fund
     S$8 mil tax exempt var rt dem ltd oblig rev bnds ser 1997
                           due 09/01/2017


                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     59469CQW6        BB+/B                BBB/Watch Neg/A-2

                  Oakland Cnty Econ Dev Corp
US$5 mil var rate dem ltd oblig rev bnds ser 2002 due 08/01/2037

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     672523FM4        BB+/B                BBB/Watch Neg/A-2

                       RDC Equities I, LLC
   US$15.41 mil taxable var rt dem nts ser 2003-A due 07/01/2038

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      75523RAA8        BB+/B                BBB/Watch Neg/A-2

                    Riverside Cnty Indl Dev Auth
  US$2.5 mil var rt dem indl dev rev bnds ser 2004 due 09/01/2029

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      76911TBN3        AA/A-1+              AA+/Watch Neg/A-1+


PACIFIC LIFESTYLE: Plan Filing Period Extended to November 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has extended Pacific Lifestyle Homes, Inc.'s exclusive period to
file a plan through and including November 30, 2009, and its
exclusive period to solicit acceptances thereof through and
including January 29, 2010.

This is the second extension of the Debtor's exclusive periods.

In papers filed with the Court, the Debtor stated that although it
has started new construction, it still needs "additional time to
operate with the use of cash collateral to test the assumptions in
its business plan."  In addition, the Debtor believes that the
extension of its exclusive periods would allow it time to properly
analyze the changes in the housing market and its ongoing business
operations in order to formulate a more meaningful reorganization
plan.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PANOLAM INDUSTRIES: Reaches Pact to Restructure Senior Sub Notes
----------------------------------------------------------------
Panolam Industries International, Inc., reached an agreement in
principle with noteholders holding two-thirds in principal amount
of the Company's outstanding senior subordinated notes, led by
Apollo Capital Management, to pursue a restructuring that will
significantly reduce the Company's outstanding debt.  The
contemplated transaction will put the Company in a stronger
financial position for future growth and stability.

A restructuring on the agreed terms would enable the Company to
reduce the amount of net debt on its balance sheet by
approximately $151 million (or approximately 50%), eliminate
approximately $16 million in annual cash interest payments to the
noteholders, and free up additional cash that can be reinvested in
its business.  In addition, it is contemplated that the Company's
senior lenders would receive full recovery on the face amount of
their claims.

The Company and the noteholders are now focusing on documenting
the contemplated transaction and the processes for implementing
the restructuring.  Importantly, the Company continues to maintain
a strong liquidity position and expects to meet its obligations to
its suppliers, customers, and employees in the ordinary course of
business during the restructuring process, without the need for
any additional financing.  Moreover, the proposed restructuring
contemplates all pre-petition trade claims being paid in full in
the ordinary course of business.  The Company presently has
approximately $46 million in cash.  All day-to-day operations and
business of the Company will continue as usual.

Jason Perri of Apollo said, "We are proud to have partnered with
the Company in a consensual restructuring that will meaningfully
reduce leverage and leave the business poised to take advantage of
the market opportunities that will arise as we move toward a
macroeconomic recovery. Management has done a fantastic job of
guiding the Company through this process, and we look forward to
working together with this top-notch leadership team in support of
the business and its customers going forward."

Mr. Robert J. Muller, Jr., Chairman and Chief Executive Officer of
the Company, said, "This marks a significant step in our debt
restructuring process. We are pleased to have the strong support
of our noteholders and appreciate the continuing loyalty of our
business partners, suppliers, customers, and employees as we move
through this process from which we will emerge with a stronger
balance sheet and be better positioned to pursue future growth
opportunities."

The Company also said it will not make the excess cash flow or
interest payments as outlined in the terms of its Forbearance
Agreement with its senior lenders and that the Forbearance
Agreement expired on June 30, 2009.  The Company is continuing
discussions with its senior lenders regarding possible
restructuring alternatives.

Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry. The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), Pluswood(R) brand names, are
used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.  It
also markets other decorative laminates including FRL, a fiber
reinforced laminate product. In addition to decorative laminates,
it manufactures and distributes industrial laminate products,
including Conolite and Panolam FRP, a fiber reinforced product.
It also produces and markets a selection of specialty resins for
industrial uses, such as powdered paint, adhesives and melamine
resins for decorative laminate production, custom treated and
chemically prepared decorative overlay papers for the high
pressure laminates, or HPL and thermally-fused melamine, or TFM
industry, and a variety of other industrial laminate products such
as aircraft cargo liners and bowling lanes.


PATRICK FAMILY: S&P Corrects Ratings on Military Housing Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected and withdrew its
ratings on seven taxable military housing bond issues listed
below:

  -- Patrick Family Housing LLC, 2005 series A (CCC/Negative),
     series B (CC/Negative), and series C (CC/Negative);

  -- Moody Family Housing LLC 2005 series A (CCC/Negative) and
     series B (CC/Negative); and

  -- Hanscom Family Housing LLC 2004 series A (BB+/Negative) and
     series B (B+/Negative).

In November 2008, HP Communities LLC acquired the assets and debt
obligations related to these military housing revenue bonds.
These bonds remain outstanding with revised security pledges as
obligations of HP Communities LLC.  As a result, S&P no longer
maintain separate ratings on the debt of Patrick, Moody, or
Hanscom Family Housing.  Standard & Poor's assigned its AA-
/Stable, A/Stable, and A-/Stable ratings to HP Communities LLC's
series 2008A, 2008B, and 2008C obligations, respectively, on
Nov. 13, 2008.


PERFORMANCE TRANS: Court Sets New Administrative Expense Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
established these new bar dates for the filing of requests for
payment administrative expenses in the Chapter 7 cases of
Performance Transportation Services, Inc., et al.:

  -- August 28, 2009, for claims incurred between November 19,
     2007, and June 16, 2008,

  -- August 28, 2009, for claims incurred between June 16, 2008,
     and July 14, 2008.

When filing a claim, creditors and equity interest holders must
include the date or dates the claim was incurred.  If a claim has
already been filed, there is no need to re-file unless information
has been amended.

A signed original of any claim, together with accompanying
documentation, must be delivered to the Clerk, United States
Bankruptcy Court, Western District of New York, Olympic Towers,
300 Pearl Street, Suite 250, Buffalo, New York 14202, no later
than 5:00 p.m. Eastern Time, on the administrative bar date set
forth above.  Claims may be submitted in person or by courier
service, hand delivery, or mail addressed to the Clerk at the
foregoing address, or may be submitted through the Court's CM/ECF
system.  Claims will be deemed filed only when actually received
by the Clerk.

Based in Wayne, Michigan, Performance Transportation Services,
Inc. provides new and use vehicle delivery services in the United
States.  Performance Transportation has facilities in the United
States and Canada.

The Company and its debtor-affiliates filed for Chapter 11
bankruptcy on November 19, 2007 (Bankr. W.D.N.Y. Case No. 07-04746
thru 07-04760).  When the Debtors filed for protection from their
creditors, they listed more than $100 million each in assets and
debts.  (Performance Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Services Inc.; http://bankrupt.com/newsstand/or
215/945-7000).

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.
Mark S. Wallach was appointed as trustee.  Lawyers at Bond,
Schoeneck & King, PLLC, Jones Day, and Hodgson Russ LLP, represent
the Debtors as counsel.


PHOENIX COYOTES: NHL Backs Jerry Reinsdorf's $148 Million Bid
-------------------------------------------------------------
Andrew Bagnato at The Associated Press reports that the National
Hockey League is supporting Jerry Reinsdorf's $148 million bid.

As reported by the Troubled Company Reporter on July 1, 2009, Mr.
Reinsdorf offered $148 million to keep the Phoenix Coyotes team 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.

According to The AP, the NHL believes that Mr. Reinsdorf can
succeed where current Phoenix Coyotes owner Jerry Moyes failed.

The AP quoted NHL deputy commissioner Bill Daly as saying,
"Obviously, some of the numbers aren't pretty, but they obviously
see potential.  And what I can say about Mr. Reinsdorf, and I
don't know him as well as commissioner (Gary) Bettman knows him,
but he wouldn't chase something that he didn't think could be
successful from a business perspective."

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.


PHOENIX WORLDWIDE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Phoenix Worldwide Industries has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Florida.

Court documents say that Phoenix Worldwide listed $10 million and
$50 million in debt and $10 million and $50 million in assets.
According to Business Journal, Phoenix Worldwide owes:

     -- Echostorm Worldwide, which holds a disputed claim of
        trade debt for $574,390;

     -- law firm Fowler Rodriguez Valdez-Fauli, which holds a
        $387,767 claim; and

     -- the IRS, which holds a $488,482 claim.

Jeffrey Bast assists Phoenix Worldwide in its restructuring
efforts, Business Journal states.

Phoenix Worldwide Industries is a defense contractor and high-tech
surveillance equipment company.


PHOENIX WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Phoenix Worldwide Industries, Inc.
        dba Phoenix Worldwide Industries, Inc.- Forensic Vehicle
            Division
        dba Phoenix IVS Division
        10780 SW 190th Street
        Miami, FL 33157

Bankruptcy Case No.: 09-23201

Type of Business: The Debtor develops surveillance technologies
                  for government and law enforcement agencies.

                  http://www.phoenixworldwide.com/

Chapter 11 Petition Date: June 29, 2009

Court: Southern District of Florida (Miami)

Judge: Robert A Mark

Debtor's Counsel: Jeffrey P. Bast, Esq.
                  jbast@bastamron.com
                  Bast Amron LLP
                  150 W. Flagler St., PH 2850
                  Miami, FL 33130
                  Tel: (305) 372-2577
                  Fax: (305) 374-0081

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
   ------                      ---------------   ------------
EchoStorm Worldwide            trade debt        $574,390
1510 Breezeport Way, Ste. 500
Suffolk, VA 23435-3726

Internal Revenue Service       payroll taxes     $488,482
P.O. Box 9941
STOP 5300
Ogden, UT 84409-0941

Fowler, Rodriguez              professional      $387,767
Valdez-Fauli                   services
355 Alhambra Circle, Ste. 801
Miami, FL 33134

O'Herron & Company             unsecured loan    $150,000

American Express               credit card       $71,475

Clearsite Communications       trade debt        $60,321

Imperial Premium               plant insurance   $55,340

Carlos Romero                  salary            $41,605

Ivan Perez                     salary            $36,943

Alain Martin                   salary            $35,311

Ted Weiss                      wages             $33,963

Tactical Support Equipment     trade debt        $33,225

Miami-Dade Tax Collector       RE taxes          $32,472

Watec, Inc.                    trade debt        $28,448

American Express               credit card       $26,950

Berenfeld, Spritzer, Schecter, professional      $25,279
Sheer LP                       services

All Star Machine               trade debt        $25,748

Mack Insurance                 plant insurance   $22,192

James Peterson                 salary            $23,131

Wilmer Carcasses               wages             $21,957

The petition was signed by Dr. J. Al Esquivel-Shuler, president
and chief executive officer.


POLYONE CORP: S&P Affirms Corporate Credit Rating at 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'B-' corporate credit rating, on PolyOne
Corp. and removed all ratings from CreditWatch, where they were
placed on Feb. 11, 2009, with negative implications.  The outlook
is stable.

"The removal of the CreditWatch placement and the stable outlook
recognize PolyOne's improved liquidity resulting from lower
working capital requirements in the first quarter of 2009 and
S&P's expectations for stable liquidity levels and earnings for
the remainder of 2009," said Standard & Poor's credit analyst Paul
Kurias.  As of March 31, 2009, the company had about $228 million
in liquidity, a sequential increase in liquidity from the
$165 million achieved in the previous quarter. Liquidity, as of
March 31, consisted of $106 million of availability under an
accounts receivable facility and cash of about $122 million.

The increase in liquidity addresses near-term concerns that a
decline in demand and earnings in the fourth quarter of 2008 and
early part of 2009 would lead to constrained liquidity and lower
comfort with covenant compliance.


PRIMUS TELECOM: Emerges From Chapter 11; New Stock to Trade at OTC
------------------------------------------------------------------
Primus Telecommunications Group, Incorporated, together with three
affiliated non-operating holding companies, Primus
Telecommunications Holding, Inc., Primus Telecommunications
International, Inc., and Primus Telecommunications IHC, Inc., have
completed the necessary steps to implement their consensual Plan
of Reorganization and emerged from Chapter 11 bankruptcy
protection.  The Plan of Reorganization was confirmed on June 12,
2009.

Chairman and Chief Executive Officer K. Paul Singh said, "This is
an exciting day for PRIMUS which marks the official completion of
our financial restructuring.  We emerge with significantly reduced
debt and a strengthened capital structure."  Under the terms of
the Plan of Reorganization PRIMUS has reduced its debt by
$316 million, or 55%, and will emerge from bankruptcy with
approximately $255 million of debt. Additionally, PRIMUS reduced
interest payments by approximately 50% and extended certain debt
maturities.

On July 1, 2009, Group's common stock was cancelled and Group
issued 4,800,000 shares of common stock, par value of $0.001 per
share to holders of IHC's 14-1/4% Senior Secured Notes due 2011
and 4,800,000 shares of New Common Stock to holders of the 5%
Exchangeable Senior Notes due 2010 and 8% Senior Notes due 2014
issued by Holding.  The 9,600,000 aggregate shares of New Common
Stock represent 100% of the issued and outstanding common stock of
reorganized Group as of the Effective Date.  The Company expects
the New Common Stock to be traded on the OTC Bulletin Board within
a few days of the Effective Date.

On the Effective Date, the Holding Notes and the 3-3/4% Senior
Notes due 2010, the 12-3/4% Senior Notes due 2009 and the Step Up
Convertible Subordinated Debentures due 2009 issued by Group were
cancelled.  Also, on the Effective Date, $173 million of
outstanding 14-1/4% Senior Secured Notes due 2011 were cancelled
and replaced with $123 million of 14-1/4% Senior Subordinated
Secured Notes of IHC with an extended maturity until 2013, and
$96 million in an outstanding variable rate Term Loan due 2011
issued by Holding was reinstated and amended.

Also on the Effective Date, Group issued Class A warrants to
purchase up to an aggregate of 3,000,000 shares of New Common
Stock to holders of the Holding Notes and Class B warrants to
purchase up to an aggregate of 1,500,000 shares of New Common
Stock to holders of the Group Notes.  The warrants have a five-
year term.  The Class A warrants consist of three classes of
1,000,000 each entitling the holders to purchase up to 1,000,000
shares of New Common Stock at initial exercise prices of $12.22
per share, $16.53 per share and $20.50 per share, respectively.
The Class B warrants have a five-year term and entitle the holders
to purchase up to 1,500,000 shares of New Common Stock at an
initial exercise price of $26.01 per share.  Group also issued to
holders of the Old Common Stock a pro rata share of contingent
value rights representing the right to receive up to 2,665,000
shares of New Common Stock after the equity value reaches a
certain threshold.

On the Effective Date, Group's new Management Compensation Plan
became effective and grants to acquire shares of New Common Stock
were reserved for certain senior officers and employees of Group
and its operating subsidiaries as follows:

   -- 400,000 restricted stock units were reserved for certain
      senior officers;

   -- service-based stock options to purchase 400,000 shares of
      New Common Stock were granted to certain executive officers
      and employees; and

   -- performance-based stock options to purchase 100,000 shares
      of New Common Stock were granted to certain senior officers.

As planned, none of PRIMUS's operating companies in the United
States, Australia, Canada, India, Europe or Brazil were included
in the restructuring.  The operating units have and will continue
to manage and to operate their businesses normally.

"Our ability to achieve an efficient and effective financial
restructuring is due, in large part, to the dedication of our
employees, the loyalty of our customers, and the support and
cooperation of our vendors and major creditor groups," said Mr.
Singh.  "We now ask them to join us as our new journey begins."

PRIMUS Telecommunications Group, Incorporated is an integrated
communications services provider offering international and
domestic voice, voice-over-Internet protocol, Internet, wireless,
data and hosting services to business and residential retail
customers and other carriers located primarily in the United
States, Canada, Australia, the United Kingdom and Western Europe.
PRIMUS provides services over its global network of owned and
leased transmission facilities, including approximately 500
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 18 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.  Founded
in 1994, PRIMUS is based in McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.


RDC EQUITIES: S&P Cuts Rating on $15.41 Million Bonds to 'BB+/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term ratings on five bond issues supported by Citizens Bank
letters of credit and its long-term ratings on two LOC-supported
bond issues.  At the same time, Standard & Poor's removed all
seven ratings from CreditWatch with negative implications, where
they were placed May 13, 2009.

The ratings on the five affected issues are based on the credit
and liquidity support provided by Citizens Bank ('BB+/B') in the
form of LOCs, which provide for the full and timely payment of
interest and principal according to the transactions' terms.  The
long-term ratings on the two LOC-supported bond issues are based
on the joint and several support provided by Wells Fargo Bank
N.A., South Dakota ('AA/A-1+') and Compass Bank ('A+/A-1').  Both
sources of credit and liquidity in the joint-support transactions
provide for the full and timely payment of interest and principal
according to the transactions' terms.

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

                         Ratings Lowered

                    Dale G. Mitchum, M.D. FACS
US$2.6 mil var/fixed rate taxable secd nts ser 2003 due 10/01/2033

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      606700AA0        AA-/A-1+             AA/Watch Neg/A-1+

                        Garber Capital LLC
    US$12.8 mil taxable var rt dem nts ser 1999A due 12/01/2039

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      364837AA2        BB+/B                BBB/Watch Neg/A-2

                          JMK Limited LLC
     US$4.2 mil taxable var rt dem nts ser 2000 due 10/01/2030

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     46622UAA2        BB+/B                BBB/Watch Neg/A-2

                     Michigan Strategic Fund
     S$8 mil tax exempt var rt dem ltd oblig rev bnds ser 1997
                           due 09/01/2017


                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     59469CQW6        BB+/B                BBB/Watch Neg/A-2

                  Oakland Cnty Econ Dev Corp
US$5 mil var rate dem ltd oblig rev bnds ser 2002 due 08/01/2037

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
     672523FM4        BB+/B                BBB/Watch Neg/A-2

                       RDC Equities I, LLC
   US$15.41 mil taxable var rt dem nts ser 2003-A due 07/01/2038

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      75523RAA8        BB+/B                BBB/Watch Neg/A-2

                    Riverside Cnty Indl Dev Auth
  US$2.5 mil var rt dem indl dev rev bnds ser 2004 due 09/01/2029

                             Rating
                             ------
      CUSIP            To                   From
      -----            --                   ----
      76911TBN3        AA/A-1+              AA+/Watch Neg/A-1+


REDBIRD MOUNTAIN: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Redbird Mountain Coal Company, LLC
        172 Poplar Ridge
        London, KY 40741

Bankruptcy Case No.: 09-61000

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Matthew B. Bunch, Esq.
                  271 West Short Street, Suite 805
                  PO Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  Email: matt@bunchlaw.com

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

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

          http://bankrupt.com/misc/kyeb09-61000.pdf

The petition was signed by Eric McCrady, chief financial officer
of the Company.


RONA DISTRIBUTORS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: RONA Distributors, Inc.
        PO Box 3425
        Carolina, PR 00984

Bankruptcy Case No.: 09-05382

Chapter 11 Petition Date: June 30, 2009

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

Debtor's Counsel: Jean Philip Gauthier Inesta, Esq.
                  Jean Philip Gauthier Law Offfice
                  1311 Ponce De Leon Avenue, Suite 601
                  San Juan, PR 00907
                  Tel: (787) 725-6625
                  Fax: (787) 725-6624
                  Email: jpgauthier@spiderlink.net

Total Assets: $764,371

Total Debts: $2,996,659

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/prb09-05382.pdf


ROSARIO'S MEXICAN: Weak Sales Led to Ch 11 Bankruptcy & Closure
---------------------------------------------------------------
Weak sales have led to Rosario's Mexican Restaurant bankruptcy
filing, and eventually, to its closure, Wendy Lee at The
Tennessean reports.

According to The Tennessean, Rosario's Mexican's owners tried to
revive the business after filing for bankruptcy.  "They were
trying to work it out, but they couldn't do it," the report quoted
Villa Properties LLC managing partner Steve Asbury as saying.

Court documents say that Rosario's Mexican reported a net loss of
$1,334 in May 2009 and a loss of about $9,185 for the first five
months of 2009.  Rosario's Mexican owner Daniel Barragan said that
the restaurant has laid off some workers, cut pay of some of its
staff and salaries of its owners since January, The Tennessean
states.

Rosario's Mexican Restaurant is located in Edgehill Village.  It
opened in May 2007 and is owned by Daniel Barragan and Robert
Shelton.  The Company filed for Chapter 11 bankruptcy protection
on January 2, 2009 (Bankr. M.D. Tenn. Case No. 09-00001).  The
Company listed $50,000 to $100,000 in assets and $500,00 to
$1,000,000 in liabilities.


SCHOOLCRAFT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Schoolcraft Enterprises, LLC
        2460 Old Crow Canyon Road
        San Ramon, CA 94583

Bankruptcy Case No.: 09-45788

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Alan E. Ramos, Esq.
                  Nevin, Ramos and Steele
                  700 Ygnacio Valley Rd. #300
                  Walnut Creek, CA 94596-3838
                  Tel: (925) 280-1700
                  Email: aramos@lawnrs.com

Total Assets: $5,300,000

Total Debts: $4,399,934

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/canb09-45788.pdf

The petition was signed by Laura Schoolcraft, managing member of
the Company.


SENCORP INC: PBGC Assumes Pension Plan for 2,590 Workers
--------------------------------------------------------
The Pension Benefit Guaranty Corporation is moving to assume
responsibility for the underfunded pension plan covering more than
2,590 workers and retirees of Sencorp, a manufacturer of battery
powered staplers, nailers, and screw systems, in Cincinnati, Ohio.

The agency's move comes as Sencorp prepares to sell all of its
assets to Wynnchurch Capital Ltd. for $41 million in cash.  The
court is expected to approve the transaction during a July 2
hearing that will result in the abandonment of the pension plan.
By taking this action before the sale, the PBGC will mature its
claim for the entire pension shortfall against the company and its
subsidiaries.

The Sencorp Retirement Plan is 62 percent funded, with about $79
million in assets to cover $126 million in benefit liabilities,
according to PBGC estimates.  The agency expects to be responsible
for the entire $47 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on July 1,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other workers
will receive their pensions when they are eligible to retire.

Until the PBGC becomes trustee, the pension plan will remain
ongoing under company sponsorship.  The agency will send
notification letters to all plan participants when it becomes
trustee.  Under federal pension law, the maximum guaranteed
pension at age 65 for participants in plans that terminate in 2009
is $54,000 per year.  The maximum guaranteed amount is lower for
those who retire earlier or elect survivor benefits. In addition,
certain early retirement subsidies and benefit increases made
within the past five years may not be fully guaranteed.

The economic downtown negatively affected Sencorp's sales. The
company's profitability also fell due to the severe decline in
residential and commercial construction.  Sencorp's efforts to
recapitalize failed, spurring a Chapter 11 filing in the U.S.
Bankruptcy Court in Cincinnati on May 8, 2009.  The company plans
to close its sale to Wynnchurch sometime after the sale hearing.

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

Sencorp retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $47.4 million and was not previously included in
the agency's fiscal year 2008 financial statements.

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

                          About SENCORP

Headquartered in Cincinnati, Ohio, SENCORP makes and sells branded
pneumatic and battery powered staplers, nailers and screw systems
and collated staples, nails and screws.  SENCORP's brand names are
well known in the industry for quality, reliability and service.
Certain aspects of SENCORP's businesses, including the SENCO name,
have existed for over 50 years.  Most of the Company's top ten
customers have purchase products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  The
Debtors are tapping The Garden City Group, Inc., as notice, claims
and balloting agent; Mesirow Financial, Inc., as Investment
Banker; Morris-Anderson & Associates Ltd., for advice on
restructuring alternatives; Latham & Watkins LLP as bankruptcy
counsel; and Frost Brown Todd LLC as co-counsel.  The secured
lenders are represented by Katten Muchin Rosenman LLP.  The
Debtors have assets and debts both ranging from $100 million to
$500 million.


SIX FLAGS: Files 2007 & 2008 401(K) Plan Reports
------------------------------------------------
Six Flags, Inc., filed with the United States Securities and
Exchange Commission its 401(K) Plan on Form 11-K for the years
ended December 31, 2008 and 2007.

The Plan is a defined contribution plan covering all employees of
the Company and certain subsidiaries, who have completed one year
of service and a minimum of 1,000 hours worked, and have reached
the age of 21.  The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.

1. Contributions

    Participants may elect to contribute up to 50% of their
    total compensation not to exceed the maximum deferral
    amount allowable under current federal income tax law.

    The Company matches the participant's deferral contribution
    at 100% up to 3% plus 50% of the next 2% of eligible
    compensation.  The Company makes matching contributions once
    a year to participants that are employed by the Company at
    the end of the year.  During 2008 and 2007 the Company's
    matching contributions approximated $2,532,000 and
    $2,444,000, respectively.  The Company may also elect to
    make a portion of its contribution in Company stock.  There
    is a 10% maximum cap on Company stock permitted in the Plan.
    This applies to employee elections and employee portfolio
    balances.  In addition, the Company has the option of making
    a profit sharing contribution.  No contribution of Company
    stock and no profit sharing contributions were made during
    2008 and 2007.

2. Participant Accounts

    A separate account is maintained for each participant and is
    credited with the participant's contributions and an
    allocation of (a) the Company's contributions; (b) Plan
    earnings; and (c) administrative expenses.  Allocations are
    based on the provisions of the Plan.

3. Vesting

    Participant contributions and the Company's safe harbor
    matching contributions to the Plan plus actual earnings or
    losses thereon are fully vested at all times.  Vesting in
    other Company contributions, and earnings thereon is based
    on a four-year vesting schedule whereas upon attaining three
    years of service participants becomes 50% vested and upon
    attaining four years of service participants become 100%
    vested in such other Company contributions.

4. Administrative Expenses

    The Plan pays for all investment and record-keeping fees.
    Administrative fees paid by the Plan in 2008 and 2007
    approximated $78,000 and $117,000, respectively.

5. Investment Options

     Upon enrollment in the Plan a participant may direct
     employer and employee contributions in 1% increments in any
     of the 17 available investment options.

  6. Payment of Benefits

     Upon retirement, death, disability, or termination of
     employment, the vested benefits, as defined, are paid to
     the participant or their beneficiaries either in a lump sum
     or other form of settlement.

     A participant may receive a hardship distribution of their
     salary reduction contributions if the distribution is: (1)
     on account of medical expenses incurred by the participant,
     their spouse, or dependents; (2) to purchase (excluding
     mortgage payments) a principal residence of the
     participant; (3) for the payment of post-secondary tuition
     expenses; (4) needed to prevent eviction of the participant
     from his or her principal residence or foreclosure upon the
     mortgage of the participant's principal residence (5) for
     funeral expenses for a member of the participant's family;
     (6) for an immediate and heavy financial need of the
     participant.

  7. Participant Loans

     Participants are allowed to borrow from their individual
     account an amount limited to the lesser of $50,000 or one-
     half of the participant's vested account balance and the
     minimum loan amount is $1,000.  Loan terms range from one
     to five years, except if the loan is for the purchase of a
     primary residence for which the loan term is ten years.
     The loans bear an interest rate of prime plus 1% and are
     credited to the participant's account from which they were
     borrowed.  At December 31, 2008, interest rates ranged from
     4.25% to 10.59%.

  8. Forfeited Accounts

     Forfeitures of terminated participants' non-vested accounts
     are used to offset employer contributions to the Plan.
     Forfeitures of approximately $18,000 and $120,000 were used
     to offset employer contributions in 2008 and 2007,
     respectively.   Approximately $28,000 and $26,000 in
     unallocated forfeitures remained at December 31, 2008 and
     2007.

A full-text copy of Six Flags' Form 11-K report is available for
free at: http://ResearchArchives.com/t/s?3e7a

                  Six Flags, Inc. 401(k) Plan
        Statement of Net Assets Available for Benefits

                                               December 31
                                           2008           2007
                                           ----           ----
Assets:
Investments
Mutual funds                         $40,174,634    $66,724,455
Common collective trusts              25,977,208     26,705,108
Six flags Unitized Stock Fund             80,671         76,939
Participant loans                      2,966,683      2,991,714
                                     ----------    -----------
Total investments                     69,199,196     96,498,216

Receivables:
Employer contributions                  2,536,595     2,444,279
Participant contributions                 287,861       154,648
Accrued interest and dividends             36,817        24,159
                                     -----------   -----------
Total receivables                       2,861,273     2,623,086

Net assets available for benefits      72,060,469    99,121,302

Adjustments from fair value
to contract value                      1,075,092       (60,896)
                                     -----------   -----------
                                     $73,135,561   $99,060,406
                                     ===========   ===========

                  Six Flags, Inc. 401(k) Plan
   Statement of Changes in Net Assets Available for Benefits

                                        Year ended December 31
                                              2008        2007
                                             -----        ----
Additions to Net Assets:
Investment income(loss)                ($25,293,838)  $2,013,813
Interest and dividends                    2,073,101    4,652,680
                                       -----------   ----------
Total investment income(loss)           (23,220,737)   6,666,493

Contributions:
Participants                              5,062,992    5,547,416
Company                                   2,532,305    2,456,974
                                       -----------  -----------
Total additions(reductions)
to net assets                         (15,625,440)  14,670,883

Deductions from Net Assets:
Benefits paid to participants            10,220,005   11,978,935
Administrative expenses                      78,420      117,031
Transfers                                       980    8,675,750
                                       -----------  -----------
Total deductions from net assets         10,299,405   20,771,716

Net decrease in net assets
available for benefits                 25,924,845   (6,100,833)
Net assets available for benefits
at beginning of year                   99,060,406  105,161,239
                                       -----------  -----------
Net assets available for benefits
at end of year                        $73,135,561  $99,060,406
                                       ===========  ===========

                       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: U.S. Trustee Appoints 7 Members to Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appoints seven members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Premier International
Holdings and its debtor affiliates, including Six Flags Inc.:

  (1) John J. Gorman
      8226 Bee Caves Road
      Austin, Texas 78746
      Tel No: (512)306-5200
      Fax No: (512)330-9788

  (2) Esopus Creed Value
      Attn: Joseph S. Criscione
      150 JFK Pkwy., Ste. 100
      Short Hills, New Jersey, 07078
      Tel No: (973)847-5904
      Fax No: (973)847-5693

  (3) Richard Schottenfeld,
      800 Third Ave., New York, NY 10022
      Tel No: (212)300-2222
      Fax No: (646)253-0722

  (4) HSBC Bank USA National Association
      Attn: Robert Conrad
      10 East 40th Street
      New York, NY 10016
      Tel No: (212)525-1314
      Fax No: (212)525-1366

  (5) The Bank of New York Mellon
      Attn: Gary Bush
      101 Barclay Street, Floor 8 West
      New York, NY 10286
      Tel No: (212)815-2747
      Fax No: (732)667-8734

  (6) The Coca-Cola Company
      Attn: Joseph Johnson, Esq.
      PO Box 1734, NAT 2008 Mail Stop
      Atlanta, GA 30313
      Tel No: (404)676-4150
      Fax No: (404)598-4150

  (7) Whirley Industries
      Attn: Susan M. Borland
      618 Fourth Ave., PO Box 988
      Warren, PA 16365
      Tel No: (800)825-5575 x 1158
      Fax No: (814)406-7152

                       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).


SOLARIS DENTISTRY: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Solaris Dentistry & Med Spa, P.C.
        4917 S. Alma School Road, #1
        Chandler, AZ 85248

Bankruptcy Case No.: 09-14792

Chapter 11 Petition Date: June 29, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Paul Sala, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  Email: psala@asbazlaw.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/azb09-14792.pdf

The petition was signed by Bianca A. Chan-McWilliams, president of
the Company.


SOTHEBY'S: Amendment Won't Affect S&P's 'BB-' Rating & Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the amendment of
Sotheby's (BB-/Negative/--) credit agreement would have no
immediate impact on S&P's rating or outlook on the company.  S&P
lowered the corporate credit rating on May 5, 2009, in part
because of S&P's concerns regarding a potential near-term covenant
violation.  In accordance with S&P's expectations, the amendment
provides covenant relief, but also lowers the company's financial
flexibility.

The material terms of the amendment are:

A waiver of the leverage ratio covenant for the 12 months ended
June 30, 2009, Sept. 30, 2009, and Dec. 31, 2009.  In the first
quarter of 2010, the leverage ratio covenant will revert to
current levels for the remaining term of the Bank of America
credit Agreement.  The addition of a consolidated senior secured
leverage ratio.  For the 12 months ended June 30, 2009, Sept. 30,
2009, and Dec. 31, 2009, the consolidated senior secured leverage
ratio may not exceed 2.50 to 1.  The addition of a minimum
consolidated EBITDA covenant. Consolidated EBITDA may not be less
than $47 million for the quarter ended June 30, 2009, negative
$36 million for the quarter ended Sept. 30, 2009, and $85 million
for the quarter ended Dec. 31, 2009.

An increase in the interest rate charged on outstanding
borrowings, which will now be LIBOR plus a margin of 5.5%.  Prior
to this amendment, the interest rate charged on outstanding
borrowings was LIBOR plus a margin between 3.25% and 4.50%,
determined by reference to Sotheby's leverage ratio.

An increase in commitment fees on undrawn amounts available under
the BofA credit agreement, which will now be 0.875% per annum.
Prior to this amendment, the commitment fees on undrawn amounts
were between 0.625% and 0.875%, determined by reference to
Sotheby's leverage ratio.

A reduction in the total borrowing capacity to $150 million from
$250 million.

A borrowing base equal to 85% of eligible loans made by Sotheby's
in the U.S. and the U.K., plus 15% of Sotheby's inventory in the
U.S. and the U.K. Prior to this amendment, the borrowing base was
equal to 100% of eligible loans made by Sotheby's in the U.S. and
the U.K., plus 15% of Sotheby's net tangible assets.


SOUTHERN HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Home Builders, LLC
        210 Robert Rose Drive, Suite E
        Murfreesboro, TN 37129

Bankruptcy Case No.: 09-07295

Type of Business: The Debtor is a residential contractor.  It
                  builds homes in the greater Nashville area.

                  See http://www.southernhomebuildersllc.com/

Chapter 11 Petition Date: June 30, 2009

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Elliot Warner Jones, Esq.
                  ejones@dsattorneys.com
                  Drescher & Sharp PC
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111

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
   ------                      ---------------   ------------
Southern Home Builders Real    Capital Infusion  $175,000
Estate LLC
210 Robert Rose Ste E
Nashville, TN 37219

Metro Carpets LLC                                $152,003
1525 Elm Hill Pk
Nashville, TN 37210

Titan Excavation LLC                             $75,204
210 Robert Rose Dr Ste E
Murfreesboro, TN 37129

Joe Claud Electric Inc.                          $70,033

Boral Bricks Inc.                                $53,653

Source 1 Cabinets                                $51,463

Metropolitan Trustee           Property Taxes    $43,992

Stewart Lumber                                   $40,915

84 Lumber                                        $40,425

Henley Supply Millwork                           $38,135

Precision Plumbing                               $37,481

Komatsu Financial                                $27,000

Frank Betz Associates Inc.                       $24,000

Southland Brick & Block                          $23,638

KenCo Distributors Inc.                          $20,466

Sumner County Trustee          Property Taxes    $18,967

Southeast Venture Landscape                      $18,318
Mgmt LLC

C&J Enterprises LLC                              $17,885

JM Electric LLC                                  $17,200

Metropolitan Trustee           Property Taxes    $16,329

The petition was signed by John Gill, chief manager.


STANDARD MOTOR: Moody's Upgrades Corporate Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service upgraded Standard Motor Products'
ratings, including its Corporate Family Rating to Caa1 from Caa2
and Probability of Default Rating to Caa2 from Caa3.  The outlook
remained negative.

The rating action follows the company's announcement that it
entered into an amendment of its senior secured revolving credit
facility with its senior lenders to allow the company to use the
revolver to repay the outstanding balance of approximately
$32.1 million (plus interest) of the 6.75% convertible debentures
at their maturity on July 15, 2009, among other things.  The
credit agreement prior to the amendment contained restriction that
limited Standard Motor ability to borrow under the revolver to
repay the debentures upon maturity.  The previous Caa2 CFR
incorporated the then significant default risk incurred from
uncertainty in addressing the pending maturity.

"The near-term default risk engendered from the refinancing risk
has abated after the restriction on using the revolver to fund the
maturity was removed," stated Moody's analyst John Zhao.

The rating action is:

* Corporate family rating -- upgraded to Caa1 from Caa2

* Probability of default rating -- upgraded to Caa2 from Caa3

* $32 million convertible subordinated debentures due July 2009 --
  upgraded to Caa2 (LGD4, 61%) from Caa3 (LGD4, 59%)

* Rating outlook: negative

Standard Motor Products, headquartered in Long Island City, New
York, is a manufacturer and distributor of replacement parts for
the automotive aftermarket industry.  The company is organized
into two principal divisions: (i) Engine Management (ignition and
emission parts; ignition wires; battery cables; and fuel system
parts) and (ii) Temperature Control (air conditioning compressors;
other air conditioning parts; and heater parts).  Standard Motor's
annualized revenues currently approximate $775 million.


STATER BROS: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Stater Bros. Holdings Inc., and removed
it from CreditWatch where it was placed with negative implications
on May 6, 2009.  The outlook is stable.

In assessing multiemployer pension plan risk for Stater and other
supermarket companies, S&P made a number of analytical assumptions
and adjustments based on confidential information provided to us
by these firms," said Standard & Poor's credit analyst Stella
Kapur.

Based on Standard & Poor's criteria, multiemployer pension
liabilities are treated as debt-like obligations, net of tax.

The current ratings do not assume any recovery in the market value
of multiemployer pension plan assets.

For certain multiemployer pension plans, S&P adjusted current
pension deficits to reflect expectations for some future benefit
reductions.  EBITDA is adjusted to reflect only the present value
of future benefits earned by employees for services rendered
during the period withdrawal liabilities already incurred from
exiting multiemployer pension plans are viewed as debt-like
obligations and added to debt.

In assessing the overall impact of multiemployer pension plan
deficits to a company's corporate credit rating S&P took into
account a number of factors including the impact on credit
metrics, future expectations for these deficits, historical
operating performance, S&P's expectations for future operating
performance, and the company's liquidity needs.

At March 29, 2009, Stater Bros' had $1 billion of lease adjusted
debt on its balance sheet.  The company's debt to EBITDA ratio was
5.2x and its EBITDA coverage of interest was 2.3x.  Pro forma for
its multiemployer pension deficit, Stater Bros.' debt to EBITDA
ratio deteriorates somewhat.  However, S&P believes this will
improve meaningfully in the next six to 12 months as the company
uses excess cash and proceeds from the sale of Santee Dairies to
deleverage its balance sheet.  S&P estimate that roughly
$80 million of the company's $145 million of cash on its balance
sheet at March 29, 2009, is considered to be excess.  This excess
cash, in combination with the proceeds from the expected sale of
Santee Dairies, which is anticipated to close in the second half
of the company's 2009 fiscal year, can also be used to pay down
debt.  Additionally, given the completion of the construction and
consolidation of its distribution center, capital spending is
expected to be materially lower than last year, leading to the
generation of positive free cash flow in 2009.

The ratings on San Bernardino, California-based Stater Bros.
Holdings Inc. reflect the risks inherent in the competitive
supermarket industry, the small size of the company compared with
its direct competitors, the effects of an aggressive "everyday low
pricing" strategy on operating margins, and the company's
historically leveraged capital structure.


STOCK BUILDING: Emergence from Ch. 11 With $150MM Credit Facility
-----------------------------------------------------------------
Stock Building Supply Holdings, LLC, has completed its financial
restructuring and emerged from Chapter 11.  The company's Plan of
Reorganization was confirmed by the United States Bankruptcy Court
for the District of Delaware on June 15, 2009.

After closing operations in select underperforming markets while
under Chapter 11 protection, the company is now focused on 19 core
markets.  These geographic markets represent the strongest
prospects for growth and will enable the company to create a
strong competitive position and include: Washington, DC; Paradise,
PA; Richmond, VA; Raleigh-Durham, Charlotte and Winston-
Salem/Greensboro, NC; Greenville and Columbia, SC; Atlanta, GA;
Austin, Amarillo, Houston, Lubbock and San Antonio, TX;
Albuquerque, NM; Salt Lake City and Southern UT; Spokane/Northern
Idaho; and Los Angeles, CA.  The company also continues to operate
its commercial, flooring and roofing business units.

"This is a great day for Stock. We are emerging with the strongest
balance sheet and financial foundation of any of our competitors.
We are re-focused on our core markets and well positioned for the
upturn in the housing market," said Joe Appelmann, Stock Building
Supply President.  "We are pleased to have completed our
recapitalization on an accelerated timeline while meeting the
commitments we made to our customers, vendors and employees; none
of whom were impaired as part of the bankruptcy process.  It is
thanks to the hard work of our associates and the loyalty of our
customers and vendors that we remain one of the leading suppliers
of building materials to professional home builders and
contractors.  We look forward to partnering with our customers and
continuing to meet their needs in the coming months and years."

"We believe the decisions made over the past several weeks have
put the company on a path for success," said Timothy Meyer,
Chairman of Stock and Managing Director of The Gores Group,
Stock's majority owner. "The proactive steps Stock has taken to
address the issues facing our business and the entire homebuilding
industry will eliminate uncertainty about our future, an
uncertainty that many of our competitors continue to face. We
appreciate the support of our loyal customers and their belief in
the strength of the Stock management team and our dedicated and
knowledgeable associates. Stock is committed to being highly
competitive in the markets in which it operates. As a result of
recent actions, we're confident the company is now well positioned
to operate profitably in the current environment and capitalize on
its full potential."

Per the terms of the original transaction, and following
completion of the recapitalization, Gores has invested $75 million
in the company and put in place a $150 million undrawn bank credit
facility.  The resulting balance sheet and financial stability
puts Stock in a strong go-forward position.

As reported by the Troubled Company Reporter, immediately
preceding the filing of its Chapter 11 recapitalization plan,
Stock disclosed a new ownership structure under which The Gores
Group owns 51% of the company and Wolseley plc, the company's
former parent company, maintains a 49% stake.  As part of the
transaction, Gores committed to invest $75 million in the company
and to provide a $125 million revolving credit bridge facility.
Gores' investment was conditioned upon completion of a voluntary,
pre-packaged Chapter 11 process.  In conjunction with the pre-
packaged recapitalization, Stock arranged for up to $100 million
in debtor-in-possession financing from Wolseley, but to date, this
line of credit has not been drawn upon.

                    About The Gores Group, LLC

Founded in 1987, The Gores Group, LLC -- http://www.gores.com/--
is a private equity firm focused on acquiring controlling
interests in mature and growing businesses which can benefit from
the firm's operating experience and flexible capital base.  The
firm's current private equity fund has committed equity capital of
$1.7 billion.  Headquartered in Los Angeles, California, The Gores
Group, LLC, maintains offices in Boulder, Colorado and London.

                        About Wolseley plc

Wolseley plc is a specialist trade distributor of plumbing and
heating products to professional contractors and a leading
supplier of building materials to the professional markets.  Group
revenue for the year ended 31 July 2008 was approximately pounds
Sterling 16.5 billion and trading profit was 683 million pounds.
At January 31, 2009, Wolseley had around 63,000 employees
operating in 27 countries namely: UK, USA, France, Canada,
Ireland, Italy, The Netherlands, Switzerland, Austria, Czech
Republic, Hungary, Belgium, Luxembourg, Denmark, Sweden, Finland,
Norway, Slovak Republic, Poland, Romania, San Marino, Panama,
Puerto Rico, Trinidad & Tobago, Mexico, Barbados and Greenland.
Wolseley plc is listed on the London Stock Exchange (UK:WOS) and
is in the FTSE 250 index of listed companies.

                    About Stock Building Supply

Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- is a leading supplier of
building materials to professional home builders and contractors
in the United States. Stock operates out of 19 markets including
Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham,
Charlotte and Winston-Salem/Greensboro, NC; Greenville and
Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and
San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT;
Spokane/Northern Idaho; and Los Angeles, CA.

The Company and 25 of its affiliates filed for Chapter 11
protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554).
Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  The Debtors
selected FTI Consulting as restructuring consultant.  When the
Debtors' sought for protection from their creditors, they listed
assets between $50 million and $100 million, and debts between
$10 million and $50 million.


THREE RIVERS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Three Rivers of Rutherford, LLC
        P.O. Box 331822
        Murfreesboro, TN 37133-1822

Bankruptcy Case No.: 09-07306

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/tnmb09-07306.pdf

The petition was signed by Clair Vanderschaaf, chief manager of
the Company.


TRANS ENERGY: Goodbye GBH CPAs, Hello Maloney + Novotny
-------------------------------------------------------
Trans Energy, Inc., reports that on June 17, 2009, GBH CPAs, PC,
was dismissed as the Company's certifying accountant.

On June 23, 2009, the Company entered into an engagement letter
with Maloney + Novotny LLC to assume the role of its new
certifying accountant.

GBH CPAs has served since October 1, 2007, as the certifying
accountant for the Company's financial statements.  Its audit
report to the Company's financial statements for the year ended
December 31, 2008, includes a modification expressing substantial
doubt as to the Company's ability to continue as a going concern
because the Company had generated significant losses from
operations and had a working capital deficit.  GBH CPAs' audit
report for the year ended December 31, 2007, also expressed
substantial doubt as to the Company's ability to continue as a
going concern because the Company has generated significant losses
from operations, had an accumulated deficit and had a working
capital deficit.  The audit reports contain no other adverse
opinion, disclaimer of opinion or modification as to uncertainty,
audit scope or accounting principles.

During the fiscal years ended December 31, 2008, and 2007 and the
subsequent interim periods preceding the change, there were no
disagreements with GBH CPAs on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of GBH CPAs
would have caused GBH CPAs to make reference to the subject matter
of the disagreements in connection with any reports it would have
issued.

Maloney + Novotny has been asked to audit the Company's financial
statements for the year ending December 31, 2009.  According to
the Company, during the two most recent fiscal years and the
subsequent interim periods prior to the engagement of Maloney +
Novotny, the Company did not consult with Maloney + Novotny with
regard to:

    (i) the application of accounting principles to a specified
        transaction, either completed or proposed; or the type of
        audit opinion that might be rendered on the Company's
        financial statements; or

   (ii) any matter that was either the subject of a disagreement
        or a reportable event.

The decision to change the Company's certifying accountant and the
engagement of the new certifying accountant was recommended and
approved by the Company's Board of Directors.

At March 31, 2009, the Company had $34,794,580 in total assets and
$35,583,498 in total liabilities, resulting in $788,918 in
stockholders' deficit.

Trans Energy, Inc., is engaged in the exploration, development and
production of natural gas and oil, and, to a lesser extent, the
marketing and transportation of natural gas.  The Company owns
interests in and operate approximately 295 oil and gas wells in
West Virginia.  It also owns and operates an aggregate of over 26
miles of 4-inch, 6-inch, and 8-inch gas transmission lines located
within West Virginia in the counties of Marion, Doddridge,
Ritchie, Wetzel and Tyler.  It also has approximately 29,429 gross
acres under lease in West Virginia primarily in the counties of
Wetzel, Marion, and Doddridge.


TRW AUTOMOTIVE: Fitch Downgrades Issuer Default Rating to 'B-'
--------------------------------------------------------------
Fitch Ratings has downgraded TRW's ratings:

TRW Automotive Holdings Corp.

  -- Issuer Default Rating to 'B-' from 'B'.

TRW Automotive Inc.

  -- IDR to 'B-' from 'B';

  -- Senior secured revolving credit facility to 'B+/RR2' from
     'BB-/RR2';

  -- Senior secured term loan A facility to 'B+/RR2' from 'BB-
     /RR2';

  -- Senior secured term loan B facility to 'B+/RR2' from 'BB-
     /RR2';

  -- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6'.

All ratings remain on Rating Watch Negative where they were placed
on Dec. 11, 2008.  The Negative Watch remains in effect due to
uncertainty regarding post-bankruptcy volumes at General Motors
and Chrysler which accounted for 13.5% and 9.6% respectively, of
TRW's sales globally in 2008.  Additional concerns include the
ability to adjust to lower vehicle sales volumes on a longer term
basis and the risk of second- and third- tier supplier disruptions
and liquidations.  Approximately $4 billion of debt is covered by
the ratings.

The downgrades are driven by increased concerns that the global
automotive downturn will cause TRW's credit profile to deteriorate
more than previously anticipated.  This is primarily due to
declining sales in Europe due to economic conditions impacting
vehicle production and exposure to GM and Chrysler in North
America.  The difficult environment in Europe continues and Fitch
believes that TRW's dependence on sales to the region will hurt
profits and cash flows more than it had expected.  In 2008, 56% of
TRW's sales were to Europe, and North America accounted for 30% of
sales.  The high covenant levels in TRW's amended credit facility
illustrate the impact that the automotive downturn is likely to
have on TRW's financial results.  Given the damage done to the
credit profile as a result of the automotive environment, Fitch
believes that it will be a long slow process before significant
balance sheet improvements are evident.

The ratings are supported by the company's liquidity which remains
intact following covenant relief which was granted last week by
lenders.  Importantly, the size and the tenor of the $1.4 billion
revolving credit facility did not change.  Fitch believes TRW now
has financial covenants that are appropriate for the challenging
automotive environment, and the revolving credit facility should
provide TRW with the liquidity required to manage through the
automotive downturn.  Other factors which support the rating
include TRW's relatively diverse customer base, a global
manufacturing presence, the company's technology-driven product
including products for vehicle safety which tend to offer better
margins and opportunities for growth, and a track record of
successfully restructuring before and during the global automotive
slump.

Previously, TRW's bank agreement had a key financial covenant
which prohibited the net leverage ratio from exceeding 3.75 times
(x) at the end of each quarter through Sept. 30, 2009 and 3.5x at
the end of each quarter thereafter.  The amended facility has a
key covenant that now measures net senior secured leverage versus
net leverage.  The new covenant requires that the net senior
secured leverage ratio not exceed 4.0x at the end of the second
quarter 2009 (2Q09), 6.5x at the end of 3Q09, 6.75x at the end of
4Q09, 5.9x at the end of 1Q10, with continued step downs after
that.

In recent years, TRW has typically operated with more than $1.5
billion of available liquidity consisting of cash and availability
on the revolving credit facility, but with the challenges in the
industry, liquidity is expected to decline.  Despite the
termination of the U.S. accounts receivables securitization
facility, a net decrease in European factoring facilities, and
Fitch's expectation for negative cash flow in 2009, Fitch
estimates that the company's liquidity profile should be
sufficient over the near term.

At the end of the 1Q09, TRW had liquidity of approximately $1.5
billion, which consisted of $535 million in cash and approximately
$1.0 billion available on its revolver.  However, in the early
part of the second quarter, TRW drew down additional funds on its
revolver bringing the total utilization to $1.3 billion (including
approximately $0.1 billion in letters of credit), leaving
availability of only $0.1 billion.  Proceeds were kept on the
balance sheet, and TRW's management stated that the drawdown was
done to increase liquidity during a time of uncertainty in the
automotive industry and global economy.

TRW has no near-term debt maturities and the revolver extends
through 2012.  The company's $600 million Term Loan A has required
amortization of $30 million in 2009, $75 million in 2010, $120
million in 2011, $225 million in 2012 and $150 million in 2013.
TRW's $500 million Term Loan B also amortizes but at 1% per year
until the final payment in 2014.  Fitch calculates leverage (total
debt to operating EBITDA) for the 12 months ending April 3, 2009
to be 4.0x which was significantly higher than 2.8x at year-end
2008.

The Recovery Ratings reflect Fitch's recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes.  RRs on the senior secured facilities
(revolving credit facility, Term Loan A, and Term Loan B) were
affirmed with a rating of 'RR2' which implies a recovery in the
range of 71%-90%.  The senior unsecured notes were affirmed with
an RR of 'RR6' which implies a recovery in the range of 0%-10%.
With the downturn in the automotive industry, Fitch's analysis
indicates that the unsecured debt of almost all of the auto
suppliers Fitch covers falls in the 0%-10% recovery range.

At the end of 2008, Blackstone owned 46% of TRW.


TUMBLEWEED INC: Can Use Lenders' Cash Collateral Until July 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
granted Tumbleweed, Inc., interim approval to continue using cash
constituting collateral to GE Capital Franchise Finance
Corporation and FifthThird Bank.

The Court will convene a hearing to consider final approval for
the terms of the proposed cash collateral use on July 14, 2009, at
1:30 p.m.

As adequate protection, Debtor will make interest payments in the
approximate sum of $12,000 per month to Fifth Third until further
order of the Court.  Lease payments to Fifth Third will not be
made until further of the Court.  The adequate protection payment
will be funded by cash collateral held in the Debtor's primary
account with Fifth Third.

As adequate protection, the secured lenders will be granted
superpriority postpetition liens on all of the Debtor's assets
acquired post-petition and proceeds thereof in the same scope and
priority as their respective liens and setoff rights existed pre-
petition.

                     About Tumbleweed, Inc.

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

Tubleweed and Custom Food filed separate petitions for Chapter
11 relief on March 27, 2009 (Bankr. W.D. Ky. Case No. 09-31525 and
09-31526).  Ruby D. Fenton-Iler, Esq., at Borowitz & Goldsmith,
PLC, David M. Cantor, Esq., at Seiller Waterman LLC, and Gary L.
Jones, Esq., at Jones Law Offices, represent Tumbleweed, Inc. as
counsel.  The Debtor listed between $10 million to $50 million
each in assets and debts.


TUSKEENA GREENVILLE: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Tuskeena Greenville Center, LLC
        1759 Highway 1 South
        Greenville, MS 38701

Bankruptcy Case No.: 09-13308

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Nicholas Van Wiser, Esq.
                  145 Main Street
                  P.O. Box 1939
                  Biloxi, MS 39533
                  Tel: (228) 432-8123
                  Fax: (228) 432-7029
                  Email: nvw@byrdwiser.com

Total Assets: $6,535,719

Total Debts: $6,722,323

The Debtor identified RBC Liberty Insurance 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/msnb09-13308.pdf

The petition was signed by Chris White.


TWIN CITIES STORES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Twin Cities Stores, Inc.
        1800 East Cliff Rd, Suite 2
        Burnsville, MN 55337

Bankruptcy Case No.: 09-34468

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Twin Cities Avanti Stores, LLC                 09-34469

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D O'Brien

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292
                  Email: dkassebaum@fredlaw.com

                  Kendall L. Bader, Esq.
                  Fredrikson & Byron, PA
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7427
                  Email: kbader@fredlaw.com

                  John M. Koneck, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7000
                  Fax: (612) 492-7077

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

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

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

     http://bankrupt.com/misc/mnb09-34468.pdf

The petition was signed by Bruce L. Nelson, chairman of the
Company.


UTGR INC: Lenders Will Take Over Twin River Facility
----------------------------------------------------
Examiner.com reports that UTGR Inc. has reached an agreement with
lenders that would let them take over the Company's Twin River
facility.

As reported by the Troubled Company Reporter on July 1, 2009, the
Rhode Island House voted to force the Twin River racetrack-casino
to extend its schedule of greyhound races to 200 days, instead of
125 days.  The bill is now being sent back to the Senate, which
earlier approved it.

Jim Baron at The Times relates that the state Senate passed the
bill on Tuesday.  The Times states that the same legislation,
already passed by the House of Representatives, allows all-night
slot machine play every day, allowing Twin River to be open 24
hours a day, seven days a week.

Examiner.com notes that the dog racing requirement means that a
money-losing activity will continue, a consensual bankruptcy might
be impossible, and that the state might wind up losing millions of
dollars.

Examiner.com quoted Director of Administration Gary Sasse as
saying, "To the extent that the enactment of the legislation were
to interfere with the completion of the restructuring agreement,
the legislation could actually result in the BLB bankruptcy filing
becoming a protracted, free-fall proceeding -- as opposed to a
consensual one -- which could result in the state incurring
millions of dollars in related expenses, as well as an estimated
decrease of 10% or more in revenues to the state from the
facility."   According to Examiner.com, 10% of revenues would mean
the loss of approximately $25 million, and that number could rise,
along with additional expenses.

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.


VIASYSTEMS INC: Moody's Changes Outlook on 'B3' Rating to Negative
------------------------------------------------------------------
Moody's Investors Service changed Viasystems, Inc.'s rating
outlook to negative from stable.  Viasystems' corporate family
rating and probability of default rating were affirmed at B3.

The change in rating outlook reflects Viasystems' weaker than
expected financial performance, resulting in tight cushions under
the company's financial covenants and a somewhat weak liquidity
position, in Moody's opinion.  The company has experienced
significant revenue declines in the last two quarters, driven
largely by net sales to the automotive end market (32% of total
revenues for the March 2009 quarter).  Moody's anticipates
continued weakness in this segment over the next twelve months.
With thin operating margins of only 4-6% through the recent
upcycle, this revenue weakness has placed additional strain on
margins and could potentially cause the company to violate the
covenants under its $60 million secured unrated revolving credit
facility (matures August 2010).  In addition, the $200 million
senior subordinated notes due January 2011 could present a
refinancing challenge for Viasystems given that capital market
access remains limited.

Viasystems' B3 CFR reflects continued concerns regarding the
company's relative lack of scale, customer concentration and
somewhat weak liquidity profile.  Moody's believes the likelihood
of a covenant violation is high and anticipates limited free cash
flow generation over the next twelve months.  The rating also
incorporates pricing and demand volatility through the downturn in
addition to the company's moderately high leverage, slim operating
margins, and thin interest coverage.

At the same time, Viasystems' CFR is supported by its market
presence in China and low-cost operating base as a result of the
recent restructuring initiatives taken by the company.  Viasystems
should start to reap the benefits of its 2008 restructuring
initiatives in the second half of fiscal year 2009.

These ratings were affirmed:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3

This rating was changed:

  -- $200 Million Senior Subordinated Notes due January 2011 to
     Caa1 (LGD-4, 67%) from Caa1 (LGD-5, 78%)

The rating outlook is negative.

The most recent public comment on Viasystems was on June 25, 2008
when Moody's updated the rating rationale supporting the B3 CFR
through an issuer comment.  The last rating action for Viasystems
was on September 26, 2006, when Moody's upgraded the rating on the
senior subordinated notes to Caa1 (LGD-5, 78%) from Caa2 in
connection with the implementation of the Probability of Default
and Loss Given Default rating methodology.

Headquartered in St. Louis, Missouri, Viasystems is a provider of
complex multi-layer printed circuit boards and electro-mechanical
solutions utilized in a variety of applications across the
automotive, telecommunications, industrial, instrumentation,
medical, consumer, computing and data communications end markets.
The company is a supplier to over 125 original equipment
manufacturers as well as several Tier 1 EMS providers.  Revenues
and EBITDA (Moody's adjusted) for the twelve months ended
March 31, 2009, were $656 million and $66 million, respectively.


WHITNEY HOLDING: Fitch Downgrades Preferred Stock Rating to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded Whitney Holding Corp.'s long-term
Issuer Default Rating to 'BBB' from 'BBB+' to reflect the
continued pressure emanating from an increased level of
nonperforming assets including stressed Florida markets.  The
company's NPAs represent a sizable 4.50% of loans and other real
estate owned at March 31, 2009.  More concerning to Fitch is the
reported level of criticized loans which is inclusive of
nonperforming loans.  Given Fitch's view on continued pressure on
real estate values, it is likely that pressured real estate market
and malaise in the overall economy will continue to hamper WTNY's
success in reducing NPAs.  This may lead to pressure on
profitability and consequently, capital augmentation could be
minimized.

Resolution of the Watch will be near term, contingent upon the
analysis of second quarter 2009 (2Q09) operating results.
Particular attention will be directed at the levels of non-
performing loans and WTNY's strategies for reducing its problem
assets.  Fitch will also focus on the company's capital adequacy
needed to support the anticipated credit stress, relative to its
current rating level.

Fitch has taken these rating actions:

Whitney Holding Corporation

  -- Long-term IDR downgraded to 'BBB' from 'BBB+';

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

  -- Preferred stock downgraded to 'BB+' from 'BBB';
     Placed on Rating Watch Negative.


Whitney National Bank

  -- Long-term IDR downgraded to 'BBB' from 'BBB+';

  -- Long-term deposits downgraded to 'BBB+' from 'A-';

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

  -- Individual downgraded to 'C' from 'B/C';
     Placed on Rating Watch Negative.

Fitch has placed these ratings on Rating Watch Negative:

Whitney Holding Corporation

  -- Short-term IDR 'F2'.

Whitney National Bank

  -- Long-term deposits 'BBB+';
  -- Short-term IDR 'F2';
  -- Short-term deposits 'F2';


WINDSOR FINANCING: S&P Cuts Rating on $268.5 Mil. Bonds to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Windsor
Financing LLC's $268.5 million 5.881% senior secured bonds due
Jan. 15, 2017 ($206.1 million outstanding at Dec. 31, 2008), to
'B+' from 'BB'.  S&P also lowered the rating on the company's
$52 million 6.927% subordinated secured notes due Jan. 15, 2016
($39.3 million outstanding at Dec. 31, 2008), to 'CCC+' from 'B'.
The outlook is negative.

The '6' recovery rating on the subordinated notes indicates
negligible (0%-10%) recovery of principal in case of payment
default.  The recovery rating on the senior bonds is '3',
indicating meaningful (50%-70%) recovery if a payment default
occurs.

"The rating downgrade reflects Windsor Financing's continued low
debt service coverage, slightly below 1x in the first quarter of
2009," said Standard & Poor's credit analyst Matthew Hobby.
Windsor management projects 2009 senior debt service coverage
levels of 0.92x.  Subordinate debt service will not likely be paid
in 2009.  Coverage during the first quarter of 2009 was low due to
several factors: the cost of purchasing CAIR allowances; low
electricity prices in the PJM Interconnection market that caused
the plants to be dispatched less than normal and led to increases
in fuel inventory; reduced steam demand from steam offtaker E.I.
Dupont de Nemours & Co. due to economic conditions; and scheduled
major maintenance.  During 2008 the project faced exposure to
operational difficulties caused by poor fuel quality; higher-than-
expected capacity factors causing increased wear; coal production,
transportation, and delivery issues; and higher than-anticipated
substitute power expenses.

Windsor is a single-purpose entity created to refinance three 110
MW (nameplate) coal-fired cogeneration plants, Spruance I and II
in Richmond, Virginia and Edgecombe in Rocky Mount, North
Carolina.  The project has outstanding senior debt per kilowatt of
about $625 and senior plus subordinated debt per kilowatt of about
$745.  The plants began commercial operations in 1992 and 1990,
respectively.  The three plants sell their power to the public
utility Virginia Electric & Power Co. (VEPCo; A-/Stable/A-2)
through power purchase agreements.  Spruance generates a
significant amount of revenue from selling steam to E.I. Dupont de
Nemours & Co. (A/Negative/A-1).  Edgecombe generates a small
amount of revenue from selling steam to Hospira Inc. (BBB/Stable/-
-).

The negative outlook reflects S&P's expectation that, as a result
of continuing operational pressure, Windsor's debt service
coverage levels will remain low in 2009 and possibly beyond,
reducing its liquidity.  If coverage levels return to 1x or
higher, S&P could revise the outlook to stable.  Because the
project benefits from a PPA with a highly rated counterparty
(VEPCo), if it resolves its existing operational and demand
problems and returns to historic coverage levels of about 1.40x
S&P could return the rating to 'BBB-'.

However, continued low coverage levels and declining liquidity
could result in a rating downgrade.  Because the Windsor portfolio
consists solely of coal plants, significant new carbon taxes could
also result in a rating downgrade.


WOODMONT TCI GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Woodmont TCI Group VIII, LP
        1800 Valley View Lane, Suite 300
        Dallas, TX 75234

Bankruptcy Case No.: 09-34046

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    TCI Woodmont Group III, LP                     09-34076

Chapter 11 Petition Date: June 30, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John P. Lewis Jr., Esq.
                  Law Office of John P. Lewis, Jr.
                  1412 Main St., Ste. 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  Email: jplewisjr@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 Daniel P. Robinowitz.


ZILA INC: Signs Agreement and Plan of Merger with Tolmar
--------------------------------------------------------
Zila, Inc., TOLMAR Holding, Inc., and Project Z Acquisition Sub,
Inc., entered into an Agreement and Plan of Merger.  Acquisition
Sub will merge with and into ZILA, with ZILA surviving as a
wholly-owned subsidiary of TOLMAR.

ZILA entered into the Merger Agreement following the approval of
the entire Board of Directors of ZILA -- with the exception of J.
Steven Garrett, who did not participate in the consideration of
the Merger Agreement or the proposed Merger because he is employed
by TOLMAR -- of the Merger Agreement and the transactions
contemplated by the Merger Agreement and the determination by the
Board that the Merger Agreement and the transactions contemplated
by the Merger Agreement (including the Merger) are fair, advisable
and in the best interests of ZILA and its stockholders.  TOLMAR is
not affiliated with or related to ZILA in any way.

Pursuant to the Merger Agreement, at the effective time of the
Merger, (i) holders of shares of ZILA common stock, other than
shares held by TOLMAR, Acquisition Sub, or direct or indirect
wholly-owned subsidiaries of ZILA, shares owned by ZILA as
treasury stock or shares for which holders have perfected
appraisal rights under Delaware law, will receive a cash payment
of $0.38 per share (without interest) and (ii) holders of Series B
Convertible Preferred Stock, other than shares held by TOLMAR,
Acquisition Sub, or direct or indirect wholly-owned subsidiaries
of ZILA, shares owned by ZILA as treasury stock or shares for
which holders have perfected appraisal rights under Delaware law,
will receive a cash payment of $0.44 per share (without interest).

The Merger Agreement contains customary representations,
warranties and covenants including, among others, covenants
requiring ZILA to (i) call a special meeting of stockholders in
order to consider and vote on the adoption of the Merger Agreement
and related transactions and (ii) carry on ZILA's business in the
ordinary course of business during the period between the date of
signing the Merger Agreement and the closing of the Merger.

Each of ZILA and TOLMAR may terminate the Merger Agreement under
certain specified circumstances, including ZILA's right to
terminate if the Board determines in good faith that it has
received an alternative proposal that is superior to the terms of
the Merger Agreement and it otherwise complies with certain terms
of the Merger Agreement.  If the Merger Agreement is terminated
under certain circumstances specified in the Merger Agreement,
ZILA will be required to pay TOLMAR's expenses (including legal
fees) incurred in connection with the Merger Agreement (not to
exceed $200,000) or a termination fee of $300,000.

The Merger Agreement requires ZILA to immediately cease and
terminate any solicitation, encouragement, discussions or
negotiations with any third-party with respect to an alternative
acquisition proposal.  The Merger Agreement restricts ZILA's
ability to solicit, initiate, facilitate, participate in, or
encourage discussions or negotiations with a third-party regarding
an alternative acquisition proposal.

ZILA's and TOLMAR's obligations to consummate the Merger are
subject to the satisfaction or waiver of customary conditions,
including, without limitation, (i) approval of the Merger
Agreement by holders of a majority of the shares of ZILA common
stock at the special meeting, (ii) the accuracy of the
representations and warranties of the other party, (iii) material
compliance by the other party with its covenants, and (iv) all
governmental authorizations and other consents required to be
obtained in connection with the Merger must be obtained.  In
addition, TOLMAR's obligations to consummate the Merger are also
subject to the satisfaction or waiver of the following conditions
(among others): (i) the number of dissenting shares in the form of
ZILA common stock must not exceed 15% of the total number of
shares of ZILA common stock entitled to vote at the special
meeting and, (ii) ZILA must receive certain third-party consents
required under the Merger Agreement.

Upon completion of the proposed Merger, shares of ZILA common
stock will no longer be listed on the NASDAQ Capital Market.

ZILA plans to file with the Securities and Exchange Commission and
mail to its stockholders a proxy statement in connection with the
proposed Merger.  The proxy statement will contain important
information about ZILA, the proposed Merger and related matters.

As reported by the Troubled Company Reporter on June 18, 2009,
historically, the Company sustained recurring losses and negative
cash flows from operations as it changed its strategic direction
to focus on the growth and development of ViziLite(R) Plus and its
periodontal product lines.  The Company's liquidity needs have
arisen from the funding of its research and development program
and the launch of its new products, as ViziLite(R) Plus, working
capital and debt service requirements, and strategic initiatives.

For three months ended April 30, 2009, the Company incurred net
loss of $1,485,124 compared with net loss of $4,444,993 for the
same period in the previous year.  For the nine months ended
April 30, 2009, the Company posted net loss of $29,540,151
compared with net loss of $14,036,063 for the same period in the
previous year.

The Company's balance sheet at April 30, 2009, showed total assets
of $21,302,884, total liabilities of $16,932,897 and shareholders'
equity of $4,369,987.

As of April 30, 2009, the Company's primary sources of liquidity
included cash and cash equivalents of $3.1 million compared to
$4.5 million as of July 31, 2008.  The Company's working capital
was negative $5.3 million as of April 30, 2009, compared to
$6.6 million as of July 31, 2008.  The decrease in working capital
relates to its decreased cash and receivable balances and the
reclassification of its senior secured convertible notes to
current liabilities, offset by a decline in accounts payable and
other accrued expenses.

The Company is in compliance with the terms of the senior secured
convertible notes, except for the quarterly interest payments due
April 30, 2009, and Jan. 31, 2009.  The failures to make these
payments are events of default under its senior secured
convertible notes.  Upon an event of default, the senior secured
convertible notes bear interest at a default rate of 15.0% per
annum.  Although the Company has not received a notice of default
or acceleration from the note holders as of the date of this
filing, which is required prior to any of the principal amount
becoming due and payable as a result of the default, the Company
has reclassified the senior secured convertible notes to current
liabilities.  Pursuant to the Note Purchase Agreement, the holders
of the Senior Secured Convertible Notes have agreed not to
exercise their remedies under the notes unless and until the note
purchase agreement is terminated.  However, there can be no
assurance that the current or future note holders will not
accelerate amounts due under the senior secured convertible Notes
and proceed against their collateral.

In the event of acceleration, the Company indicated it would
likely be forced to file for protection under Chapter 11 of the
Federal Bankruptcy Code or liquidate the Company under Chapter 7
of the Federal Bankruptcy Code, which would likely result in its
common stock becoming worthless.  The Company anticipates it will
need to refinance its senior secured convertible notes by their
due date of July 31, 2010.  As of April 30, 2009, there were
$1.1 million of unamortized debt issue costs and $2.2 million of
debt discounts relative to the senior secured convertible notes.

                         About Zila Inc.

Based in Scottsdale, Arizona, Zila Inc. is a diagnostic company
dedicated to the prevention, detection and treatment of oral
cancer and periodontal disease.  Zila manufactures and market
ViziLite(R) Plus with TBlue(R), its flagship product for the early
detection of oral abnormalities that could lead to cancer.


ZIONS BANCORPORATION: Fitch Cuts Preferred Stock Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Zions Bancorporation
and its subsidiary banks including their long and short-term
Issuer Default Rating, to 'BBB' and 'F2', respectively.  The
ratings are removed from Rating Watch where they were placed on
April 23, 2009.  The Rating Outlook is Negative.  A complete list
of all ratings is provided at the end of this release.

ZION has continued to contend with asset quality issues primarily
centered in its construction and land development portfolio as
well as impairments related to its relatively large holdings of
bank and other trust preferred collateralized debt obligations in
the investment securities portfolio.  While Fitch believes ZION
has been actively addressing its loan quality issues, continued
economic headwinds have limited the company's ability to reduce
NPA levels.  Additionally, the level of NPAs has continued to
climb with deterioration spreading into other portfolios,
necessitating excess provisioning and hampering the company's
ability to return to profitability.  ZION's holdings of CDOs have
magnified their exposure to the banking sector and the company
could report additional impairment in its investment securities
portfolio.  That said, second quarter 2009 earnings are expected
to include some large gains associated with its capital raising
efforts which could lead to a profitable quarter although likely
not on an operating basis.

ZION has recently announced and has completed a large portion of
capital raising intended to boost tangible common equity ratios to
levels sufficient to withstand a severe stress test.  The capital
raising efforts included $250 million to be issued through a
common equity distribution program as well as the realization of
gains on debt modification and associated swap gain recognition as
well as a gain from a preferred issuance tender.  When completed
over the next few quarters, capital raising efforts could add
approximately $628 million in tangible common equity boosting TCE
ratios by 111 basis points.  While Fitch's Rating Outlook remains
Negative, the capital raise helps to support the company's ratings
at this level.  Additionally, ZION holds solid levels of
liquidity.

With $54.5 billion in assets, ZION operates eight separately
branded bank charters doing business in 10 western states.

Fitch has taken these rating actions:

Zions Bancorporation

  -- Long-term IDR downgraded to 'BBB' from 'A-';
  -- Short-term IDR downgraded to F2 from 'F1';
  -- Commercial paper downgraded to 'F2' from 'F1'
  -- Senior debt downgraded to 'BBB' from 'A-';
  -- Subordinated debt downgraded to 'BBB-' from 'BBB+';
  -- Preferred stock downgraded to 'BB+' from 'BBB+';
  -- Individual downgraded to 'C' from 'B';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'NF';
  -- FDIC guaranteed long-term debt affirmed at 'AAA';
  -- FDIC guaranteed short-term debt affirmed at 'F1+';
Rating Outlook Negative.

Zions First National Bank
Amegy Bank, NA
California Bank & Trust
Nevada State Bank
National Bank of Arizona
Vectra Bank Colorado NA
The Commerce Bank of Oregon
The Commerce Bank of Washington

  -- Long-term IDR downgraded to 'BBB' from 'A-';
  -- Long-term deposits downgraded to 'BBB+' from 'A';
  -- Short-term IDR downgraded to 'F2' from 'F1';
  -- Short-term deposits downgraded 'F2' from 'F1'
  -- Individual downgraded to 'C' from 'B';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
Rating Outlook Negative.

Zions Institutional Capital Trust A

  -- Preferred stock downgraded to 'BB+' from 'BBB+'.


ZOUNDS INC: Court Establishes July 3 General Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
established July 3, 2009, as the general bar date for the filing
of proofs of claim in Zounds Inc.'s bankruptcy case.

Governmental units will have until September 26, 2009, to file
proofs of claim against the Debtor.

All persons or entities wishing to assert a claim against the
Debtor must file a proof of claim so that (a) if filed
electronically, the Court's ECF system will reflect the filing of
the claim by no later than 11:59 p.m. on the applicable bar date,
and (b) if by mail or hand delivery, the claim is received no
later than 4:00 p.m. Arizona time, on the applicable bar date by
the Clerk of the Bankruptcy Court.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


ZOUNDS INC: Court Increases DIP Financing Amount to $1,250,000
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
Zounds Inc. permission to obtain additional DIP Financing from the
DIP Lenders in the interim amount of $250,000 under the terms of
the existing DIP Facility, increasing the maximum principal amount
of the DIP Facility to $1,250,000.

The Court reaffirmed the Debtor's authority to use cash collateral
of the prepetition lenders in accordance with the DIP Budget.  The
Debtor's right to use cash collateral will automatically terminate
upon the earlier of (a) 3 days after an Event of Default under the
DIP Facility or (b) the maturity of the DIP Facility.

As reported in the Troubled Company Reporter on May 28, 2009, the
Court granted Zounds, Inc. authority to obtain up to $1,000,000 of
delayed draw debtor-in-possession financing with future draws of
at least $250,000 no more frequently than bi-weekly, from Michael
Stewart and Derwood Chase, two of the lenders under the Series D
Notes.

The DIP Facility will mature on the earliest of (a) the 120th day
after the Petition Date; (b) the effective date of a confirmed
plan of reorganization; and (c) the acceleration of the DIP Loan
owing to an Event of Default.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


ZOUNDS INC: Explains Terms of Proposed Chapter 11 Plan
------------------------------------------------------
Zounds Inc. has filed a proposed disclosure statement in support
of its plan of reorganization which was filed with the U.S.
Bankruptcy Court for the District of Arizona on June 1, 2009.

Under the Plan terms, on or before the Plan's Effective Date, the
Debtor or Reorganized Zounds will execute the Exit Financing
Documents, on terms acceptable to the Debtor, which must have been
approved in either the Confirmation Order or by a separate Final
Order of the Bankruptcy Court.

On the Effective Date, Reorganized Zounds will issue approximately
10,000,000 shares of New Common Stock on account of Allowed
Secured Notes Claims and Allowed Setled Notes Claims, which will
represent 100% of the then-outstanding equity in Reorganized
Zounds.  The New Common Stock will have a par value of $0.0001 per
share.

                    Classification of Claims

The Plan places the various claims against and interests in the
Debtor into 8 classes:

  Class      Description                   Treatment
  -----   --------------------   ------------------------------
    1     Priority Claims        Unimpaired.  Deemed to accept.
    2     Secured Tax Claims     Unimpaired.  Deemed to accept.
    3     Miscellaneous          Unimpaired.  Deemed to accept.
          Secured Claims
    4     Secured Notes Claims   Impaired.  Entitled to vote.
    5     Settled Notes Claims   Impaired.  Entitled to vote.
    6     Unsecured Claims       Impaired.  Entitled to vote.
    7     Securities Claims      Impaired.  Deemed to reject.
    8     Equity Interests       Impaired.  Deemed to reject.

Pursuant to the Plan, Equity Interests will be cancelled and
extinguished and holders thereof of will not receive or retain any
rights, property, or distributions on account of their Equity
Interests under the Plan.

Under the Plan, each holder of a Disputed Secured Notes Claim may
elect on a Ballot to be treated as a Settled Notes Claim in Class
5.  If a holder of a Disputed Secured Notes Claim does not so
elect, it will be treated as a Disputed Claim in Class 4, subject
to an Avoidance Action brought against that holder either before
or after the Plan's Effective Date.

If the holder of a Disputed Secured Notes Claim does not elect to
be the holder of a Settled Notes Claim and that holder's lien is
avoided, the Disputed Secured Notes Claim will become a Disputed
Unsecured Claim entitled only to the treatment accorded to Allowed
Claims in Class 6.

If the holder of a Disputed Secured Notes Claim does not elect to
be the holder of a Settled Notes Claim but prevails in any
Avoidance Action such that the holder's lien is not avoided, that
holder will have an Allowed Secured Notes Claim and will receive
the treatment accorded to Allowed Secured Notes Claims in Class 4.

Each holder of an Allowed Secured Notes Claims under Class 4 will
receive a Pro Rata portion of 100% of the New Common Stock,
subject to dilution by: (A) 5% by the New Common Stock issued to
holders of Settled Notes Claims in Class 5; (B) any stock
authorized and issued under any incentive plan or similar program
for members of Reorganized Zounds' senior management as the board
of directors of Reorganized Zounds may approve after the Effective
Date; and (C) any future stock offerings as the board of directors
of Reorganized Zounds may approve after the Effective Date in
accordance with the Reorganized Certificate.

The Debtor believes that Allowed Secured Notes Claims will total
approximately $3.3 million and that Disputed Secured Notes Claims
will total approximately $1.725 million.

Settled Notes Claims in Class 5 will receive a Pro Rata portion of
5% of the New Common Stock, subject to dilution by any shares
issued under a stock incentive plan or similar program for members
of Reorganized Zounds's senior management and any future stock
offerings, each as the board of directors of Reorganized Zounds
may approve after the Effective Date in accordance with the
Reorganized Certificate.

Assuming that all holders of all Disputed Secured Notes Claims
elect to have their Claims treated as Settled Notes Claims, the
Debtor estimates that Settled Notes Claims will total
approximately $1.725 million.

Unsecured Claims in Class 6 will receive a Pro Rata portion of the
beneficial interests in the Unsecured Trust, which will be vested
with the Avoidance Actions and the Unsecured Creditor Note to the
Unsecured Creditor Trust beginning on the Effective Date.
Assuming that all holders of all Disputed Secured Notes Claims
elect to have their Claims treated as Settled Notes Claims, the
Debtor estimates that Unsecured Claims will total approximately
$26,000,000.  The Debtor states, however, that because the Bar
Date will occur after the date of this Disclosure Statement and
the Debtor may reject additional leases, the final amount of
General Unsecured Claims may significantly exceed the this
estimate.

                       Cramdown Provisions

If the Plan is not accepted by all impaired Classes of Allowed
Claims, the Plan may still be confirmed by the Bankruptcy Court
under section 1129(b) of the Bankruptcy Code if: (a) the Plan has
been accepted by at least one impaired class of claims and (b) the
Bankruptcy Court determines, among other things, that the Plan
"does not discriminate unfairly" and is "fair and equitable" with
respect to each non-accepting impaired class.  If the Plan is not
accepted by all impaired classes of allowed claims or equity
interests, the Debtor reserves the right to ask the Bankruptcy
Court to confirm the Plan under the cramdown provisions.

A full-text copy of the disclosure statement in support of the
Debtor's plan of reorganization is available at:

           http://bankrupt.com/misc/zounds.ds.pdf

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The company filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP, represents
the Debtor in its restructuring efforts.  Carolyn J. Johnsen,
Esq., at Jennings, Strouss & Salmon, P.L.C., represents the
official committee of unsecured creditors as counsel.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


* Aram Ordubegian Joins Arent Fox's Bankruptcy Practice as Partner
------------------------------------------------------------------
ram Ordubegian has joined Arent Fox LLP's bankruptcy and financial
restructuring group as a partner in its Los Angeles office.  Mr.
Ordubegian has broad-based reorganization and bankruptcy
litigation and appellate experience in a wide area of insolvency
matters, from various perspectives, including: representation of
businesses and high-net worth individuals facing financial
distress, purchasers of assets, individual and corporate
creditors, creditors' committees, trustees, and parties to out-of-
court workout transactions with debtors, before, during and after
bankruptcies.  He has advised businesses in connection with debt
restructuring, securitization, trust formation, acquisitions,
divestitures and wind-downs in connection with financially
distressed assets, and has advised corporations, limited liability
companies and partnerships on creditors' rights, governance and
control issues.

Aram Ordubegian has been recognized by Law & Politics magazine and
Los Angeles magazine as a Southern California Super Lawyer "Rising
Star" in bankruptcy and financial restructuring.  He is a speaker
and author on bankruptcy and financial restructuring issues,
appearing numerous times before organizations such as the American
Bar Association and Los Angeles Bankruptcy Forum.  His articles
have appeared in a number of publications, including Bankruptcy
Litigation Journal, California Bankruptcy Journal, California
Bankruptcy Court Reporter and California Trustee's Association
Journal.

Mr. Ordubegian currently serves as chair of the Appellate
Subcommittee of the American Bar Association's Bankruptcy and
Insolvency Committee. He sits on the board of directors of the Los
Angeles Bankruptcy Forum, Los Angeles County Bar Association,
Commercial Law & Bankruptcy Section, and the Crescenta Valley
Chamber of Commerce.  Mr. Ordubegian is the editor of the
California Bankruptcy Journal and associate editor of the
Bankruptcy Litigation Journal.

Mr. Ordubegian earned his JD degree at Loyola Law School in Los
Angeles in 1996.

"We are immensely pleased Aram has joined Arent Fox's West Coast
team," said Robert O'Brien, the partner-in-charge of Arent Fox's
Los Angeles office.  "Aram is one of the most talented and
respected bankruptcy and financial restructuring attorneys
practicing today.  His presence enables us to expand significantly
the level of service we can offer to clients during a time when
the national economic climate dictates that firms offer the finest
bankruptcy and financial restructuring counsel available."

Mr. Ordubegian's addition to the firm is the latest development in
the rapid growth of Arent Fox's Los Angeles office, which was
launched on January 1, 2007, when Washington, DC-based Arent Fox
and Los Angeles-based litigation boutique O'Brien Abeles LLP
combined their firms.

Starting with nine lawyers in January 2007, the Los Angeles office
has grown to nearly 30 attorneys -- including lateral partners and
new associates -- and more than 20 staff members. In December
2007, because of the firm's rapid growth, Arent Fox Los Angeles
relocated to the city's prestigious Gas Company Tower located at
555 West 5th Street, leasing more than triple the office space
occupied by the firm at its former address.

                         About Arent Fox

Arent Fox LLP -- http://www.arentfox.com-- has offices in
Washington, DC, New York and Los Angeles.  It is a recognized
leader in areas including intellectual property, real estate,
health care, life sciences and complex litigation.  With more than
350 lawyers and advisors nationwide, Arent Fox has extensive
experience in corporate securities, financial restructuring,
bankruptcy, government relations, labor and employment, finance,
tax, corporate compliance, and the global business market.  The
firm represents Fortune 500 companies, privately held corporations
and partnerships, nonprofit organizations, government agencies,
trade associations, foreign governments and other entities.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re RIO SALADO RESOURCES, LLC
  Bankr. D. Ariz. Case No. 09-14019
     Chapter 11 Petition filed June 22, 2009
        See http://bankrupt.com/misc/azb09-14019.pdf

In Re SINDEL, INC.
      dba Sindel Technology Solutions
      dba Sindel Network Consulting
      dba Sindel Computers
  Bankr. D. Ariz. Case No. 09-14047
     Chapter 11 Petition filed June 22, 2009
       See http://bankrupt.com/misc/azb09-14047.pdf

In Re Mike Johnson
     Gwen Johnson
  Bankr. N.D. Ala. Case No. 09-82580
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/alnb09-82580p.pdf
        See http://bankrupt.com/misc/alnb09-82580c.pdf

In Re ALFRED GALLEGOS
     JOSIE GALLEGOS
  Bankr. D. Ariz. Case No. 09-14087
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/azb09-14087.pdf

In Re Antonio Rodriguez
     Lillian Rodriguez
  Bankr. C.D. Calif. Case No. 09-25868
     Chapter 11 Petition filed June 22, 2009
        See http://bankrupt.com/misc/cacb09-25868.pdf

In Re Dunbar Richmond Inc.
      dba The Home Rescue Project
  Bankr. C.D. Calif. Case No. 09-24026
     Chapter 11 Petition filed June 23, 2009
        Filed as Pro Se

In Re Shmuel Erde
  Bankr. C.D. Calif. Case No. 09-25942
     Chapter 11 Petition filed June 23, 2009
        Filed as Pro Se

In Re John Jay McClain
     Theresa Anne McClain
  Bankr. S.D. Calif. Case No. 09-08850
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/casb09-08850.pdf

In Re MR. CHARLIE'S FORTUNE COOKIE, INC.
  Bankr. S.D. Calif. Case No. 09-08863
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/casb09-08863.pdf

In Re Jay L. Hamburg
  Bankr. D. Colo. Case No. 09-22311
        Chapter 11 Petition filed June 23, 2009
           See http://bankrupt.com/misc/cob09-22311.pdf

In Re Lester A. Parker
  Bankr. D. Colo. Case No. 09-22358
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/cob09-22358p.pdf
        See http://bankrupt.com/misc/cob09-22358c.pdf

In Re Log Home Building Services, LLC
  Bankr. D. Colo. Case No. 09-22282
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/cob09-22282p.pdf
        See http://bankrupt.com/misc/cob09-22282c.pdf

In Re Ducharmes' Campground, Inc.
      dba Suwanee Valley Campground
  Bankr. M.D. Fla. Case No. 09-05093
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/flmb09-05093.pdf

In Re HT Land Trust, L.L.C.
  Bankr. M.D. Fla. Case No. 09-13255
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/flmb09-13255.pdf

In Re Lush Nail Bar and Hair Salon, Inc.
  Bankr. M.D. Fla. Case No. 09-08851
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/flmb09-08851.pdf

In Re Socada of Green Cove Springs Inc.
  Bankr. M.D. Fla. Case No. 09-05109
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/flmb09-05109.pdf

  In Re Socada of Middleburg Inc.
     Bankr. M.D. Fla. Case No. 09-05110
        Chapter 11 Petition filed June 23, 2009
           See http://bankrupt.com/misc/flmb09-05110.pdf

  In Re Socada of Palatka Inc.
     Bankr. M.D. Fla. Case No. 09-05111
        Chapter 11 Petition filed June 23, 2009
           See http://bankrupt.com/misc/flmb09-05111.pdf

In Re Lawrence N. McCullough
  Bankr. D. Maine Case No. 09-20934
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/meb09-20934.pdf

In Re The Ski Outlet, Inc.
  Bankr. D. Mass. Case No. 09-42502
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/mab09-42502.pdf

In Re S. Phillip Carson
      fdba Carson Natural Health Center, Inc.
      fdba Smithville Pharmacy, Inc.
     Kimberly P. Carson
  Bankr. N.D. Miss. Case No. 09-13142
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/msnb09-13142p.pdf
        See http://bankrupt.com/misc/msnb09-13142c.pdf

In Re MR. PIPE TECH, LLC
  Bankr. D. Mont. Case No. 09-61202
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/mtb09-61202.pdf

In Re Freaks & Leeks, Inc.
      dba Ox Restaurant
  Bankr. D. N.J. Case No. 09-26148
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/njb09-26148.pdf

In Re K & M Pizza, LLC
      dba Little Caesars
  Bankr. D. N.J. Case No. 09-26198
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/njb09-26198.pdf

In Re Karlin Irrevocable Trust
  Bankr. E.D. N.Y. Case No. 09-74564
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/nyeb09-74564.pdf

In Re Kevin M. Devlin
     Susan E. Devlin
  Bankr. S.D. N.Y. Case No. 09-36656
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/nysb09-36656.pdf

In Re TD Transport, Inc.
  Bankr. D. S.C. Case No. 09-04612
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/scb09-04612.pdf

In Re Tracey Lynn Faucett, Sr.
     Pamela Ponice Faucett
      aka Pamela Vaughan Faucett
  Bankr. D. S.C. Case No. 09-04627
     Chapter 11 Petition filed June 23, 2009
        See http://bankrupt.com/misc/scb09-04627.pdf

In Re Fred Neal, Jr.
     Doris-June Neal
      aka Doris-June Gregory
  Bankr. W.D. Ark. Case No. 09-73097
     Chapter 11 Petition filed June 24, 2009
        Filed as Pro Se

In Re Centennial City Center Corporation
  Bankr. D. Colo. Case No. 09-22385
     Chapter 11 Petition filed June 24, 2009
        Filed as Pro Se

In Re Leonard Jason Small
  Bankr. D. D.C. Case No. 09-00550
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/dcb09-00550.pdf

In Re James B. Bland, III
     Bridget Marie Bland
  Bankr. D. Md. Case No. 09-24167
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/mdb09-24167.pdf

In Re Ridley-Mitchell Trucking LLC
  Bankr. E.D. Mich. Case No. 09-33412
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/mieb09-33412p.pdf
        See http://bankrupt.com/misc/mieb09-33412c.pdf

In Re Diane C. Henderson
  Bankr. E.D. Pa. Case No. 09-14664
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/paeb09-14664.pdf

In Re Arthur P. Fine
  Bankr. W.D. Pa. Case No. 09-24694
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/pawb09-24694.pdf

In Re ADVANCED MERCHANT SERVICES GROUP OF TN INC.
  Bankr. M.D. Tenn. Case No. 09-07023
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/tnmb09-07023.pdf

In Re DAVID GLENN RIDINGS
  Bankr. M.D. Tenn. Case No. 09-07046
     Chapter 11 Petition filed June 24, 2009
        See http://bankrupt.com/misc/tnmb09-07046.pdf

In Re KNG, LLC, d/b/a Indigo Joe's
  Bankr. N.D. Ala. Case No. 09-03706
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/alnb09-03706p.pdf
        See http://bankrupt.com/misc/alnb09-03706c.pdf

In Re Rajesh Khanna, MD, Inc.
  Bankr. C.D. Calif. Case No. 09-17878
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/cacb09-17878.pdf

In Re Randy Lee Wilson
      dba S&W Land & Develop., Inc. (Defunct)
      dba Advanced Refrigerator Technology
  Bankr. D. Colo. Case No. 09-22596
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/cob09-22596p.pdf
        See http://bankrupt.com/misc/cob09-22596c.pdf

In Re Regina Associates, LLC
  Bankr. D. Conn. Case No. 09-21723
     Chapter 11 Petition filed June 25, 2009
        Filed as Pro Se

In Re Charles M. Phillips
     Gumlai G. Phillips
  Bankr S.D. Fla. Case No. 09-22902
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/flsb09-22902p.pdf
        See http://bankrupt.com/misc/flsb09-22902c.pdf

In Re Stylz of Illusions S.O.I. LLC
  Bankr. D. Md. Case No. 09-21505
     Chapter 11 Petition filed June 25, 2009
        Filed as Pro Se

In Re Prayer Tower Apostolic Church, Inc.
  Bankr. D. Mass. Case No. 09-15867
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/mab09-15867.pdf

In Re Auger Garage, Inc.
  Bankr. D. Minn. Case No. 09-34366
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/mnb09-34366.pdf

In Re 62 Hall St, LLC
  Bankr. D. N.H. Case No. 09-12350
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/nhb09-12350.pdf

In Re RC Trucking, Inc.
  Bankr. W.D. Okla. Case No. 09-13385
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/okwb09-13385.pdf

In Re JASCO & SONS, INC.
      dba J. A. Schwerin Landscaping & Maint.
  Bankr. D. S.C. Case No. 09-04676
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/scb09-04676.pdf

In Re Thaden, Inc.
  Bankr. S.D. Tex. Case No. 09-34384
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/txsb09-34384.pdf

In Re Rick Hearn, LLC
  Bankr. S.D. W.Va. Case No. 09-20673
     Chapter 11 Petition filed June 25, 2009
        See http://bankrupt.com/misc/wvsb09-20673.pdf

In Re Ernest Ray Tanner, II
  Bankr. N.D. Ala. Case No. 09-82624
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/alnb09-82624.pdf

In Re Dba The Bakery Cafe Wilwal, Inc.
  Bankr. S.D. Ala. Case No. 09-12899
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/alsb09-12899.pdf

In Re DAVID D. THOMASON
     DIANE THOMASON
  Bankr. D. Ariz. Case No. 09-14513
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/azb09-14513.pdf

In Re GATH PROPERTIES LLC
      aka GREGORY SCOTTS
  Bankr. D. Ariz. Case No. 09-14526
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

In Re Eugene Emory Wood
      aka Gene E. Wood
  Bankr. C.D. Calif. Case No. 09-24416
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

In Re KidTopia Academy of Tucker, LLC
  Bankr. N.D. Ga. Case No. 09-76330
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

  In Re KidTopia Academy of Lake City, LLC
     Bankr. N.D. Ga. Case No. 09-76332
        Chapter 11 Petition filed June 26, 2009
           Filed as Pro Se

  In Re KidTopia Academy of Jonesboro, LLC
     Bankr. N.D. Ga. Case No. 09-76334
        Chapter 11 Petition filed June 26, 2009
           Filed as Pro Se

In Re Appalachian Holding Company, Inc.
  Bankr. E.D. Ky. Case No. 09-10372
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/kyeb09-10372.pdf

  In Re Appalachian Premium Fuels, LLC
     Bankr. E.D. Ky. Case No. 09-10373
        Chapter 11 Petition filed June 26, 2009
           See http://bankrupt.com/misc/kyeb09-10373.pdf

  In Re Appalachian Environmental, LLC
     Bankr. E.D. Ky. Case No. 09-10374
        Chapter 11 Petition filed June 26, 2009
           See http://bankrupt.com/misc/kyeb09-10374.pdf

  In Re Kanawha Development Corporation
     Bankr. E.D. Ky. Case No. 09-10375
        Chapter 11 Petition filed June 26, 2009
           See http://bankrupt.com/misc/kyeb09-10375.pdf

In Re John L. Spaar
     Patricia A. Spaar
  Bankr. D. Md. Case No. 09-21643
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/mdb09-21643p.pdf
        See http://bankrupt.com/misc/mdb09-21643c.pdf

In Re JOE MCDANIEL
  Bankr. D. Nev. Case No. 09-21151
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

In Re MARTIN ERTINI
  Bankr. D. Nev. Case No. 09-21166
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/nvb09-21166.pdf

In Re VALERIE LOPER
  Bankr. D. Nev. Case No. 09-21176
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

In Re M.S. Hunt Construction Corp.
  Bankr. D. N.J. Case No. 09-26584
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/njb09-26584.pdf

In Re Maurice Grant
  Bankr. D. N.J. Case No. 09-26505
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/njb09-26505.pdf

In Re Mystic Island Pediatrics, PA
  Bankr. D. N.J. Case No. 09-26556
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/njb09-26556.pdf

In Re Norma Alicia Jauregui
  Bankr. D. N.J. Case No. 09-26342
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/njb09-26342.pdf

In Re Chandelier Salon, Inc.
  Bankr. E.D. N.Y. Case No. 09-45403
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/nyeb09-45403.pdf

  In Re Delacqua Salon, Inc.
     Bankr. E.D. N.Y. Case No. 09-45404
        Chapter 11 Petition filed June 26, 2009
           See http://bankrupt.com/misc/nyeb09-45404.pdf

  In Re Acqua Salone Systems, Inc.
     Bankr. E.D. N.Y. Case No. 09-45405
        Chapter 11 Petition filed June 26, 2009
           See http://bankrupt.com/misc/nyeb09-45405.pdf

In Re JEREMIAH DEVELOPMENT, L.L.C.
  Bankr. M.D. Tenn. Case No. 09-07149
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/tnmb09-07149.pdf

In Re KIRKLAND PARTNERS, LLC
  Bankr. M.D. Tenn. Case No. 09-07137
     Chapter 11 Petition filed June 26, 2009
        See http://bankrupt.com/misc/tnmb09-07137.pdf

In Re Balchs Cove Trust
  Bankr. W.D. Wash. Case No. 09-44563
     Chapter 11 Petition filed June 26, 2009
        Filed as Pro Se

In Re Big Bear Creek Estates, LLC
  Bankr. E.D. Mich. Case No. 09-60195
     Chapter 11 Petition filed June 28, 2009
        See http://bankrupt.com/misc/mieb09-60195p.pdf
        See http://bankrupt.com/misc/mieb09-60195c.pdf



                           *********

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 **