TCR_Public/090706.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, July 6, 2009, Vol. 13, No. 185

                            Headlines

38 S LAFAYETTE: Involuntary Chapter 11 Case Summary
2646 SOUTH LOOP WEST: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: S&P Expects Negligible Unsec. Debt Recovery
ACCENTIA BIOPHARMA: Can Use Cash Collateral Until August 4
ADALTIS INC: Obtains CCAA Creditor Protection in Quebec

ADANAC MOLYBDENUM: CCAA Stay Extended Until August 28
ADVANCED MATERIALS: Case Summary & 12 Largest Unsecured Creditors
AFFINITY GROUP: Moody's Keeps 'Caa2' Rating Despite Loan Extension
AIRTRAN HOLDINGS: Files Prospectus on Possible Sale of Securities
AIRTRAN HOLDINGS: To Register $33,660,000 in Common Shares

ALLIANCE ONE: Completes $670MM Refinancing Transactions
AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes Due 2012
AMERICAN HOME FITNESS: Case Summary & 20 Largest Unsec. Creditors
AMR CORP: To Release 2nd Quarter Results on July 15
AMR CORP: To Issue Pass Through Certificates to Raise $520,110,000

ANCHOR BLUE: Levi's $72MM Is Winning Bid for MOST Stores
APARICIO'S INC: Voluntary Chapter 11 Case Summary
ASARCO LLC: Harbinger Files Amended Chapter 11 Plan
ASARCO LLC: Hires Innisfree As Solicitation Agent
ASARCO LLC: Settles Hayden Site Issues for $3 Million

ASARCO LLC: To Send Competing Plans to Creditors for Voting
ATP OIL: Bank Debt Trades at 24% Off in Secondary Market
B+H OCEAN: Obtains Waivers of Loan Covenant Breaches at Dec. 31
BALLY TOTAL: Closes Three Local Health Clubs in Houston
BALLY TOTAL: Disclosure Statement Hearing Moved to July 9

BALLY TOTAL: Gets Assumption Extension for 21 Leases
BALLY TOTAL: Liquidation Analysis Under Bally II Plan
BALLY TOTAL: Madeira Wants Stay Lifted to Pursue Civil Action
BBZ RESOURCE: Files for Chapter 11 Bankruptcy Protection
BERNARD MADOFF: Ezra Merkin Says Clients Aware of Madoff Deals

BOMBARDIER INC: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating
BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'SD'
BRUNSWICK CORP: S&P Affirms Rating on Senior Unsec. Debt to 'B-'
BUCKEYE TECHNOLOGIES: Moody's Reviews Ratings for Possible Upgrade
CANADIAN SUPERIOR: BG Int'l Issues ROFR Notice on Centrica Deal

CHARLES TRINH: Voluntary Chapter 11 Case Summary
CHARTER COMM: 30 Affiliates' Schedules of Assets and Debts
CHARTER COMM: 30 Affiliates' Statements of Financial Affairs
CHARTER COMM: Paul Allen Discloses 49.11% Stake as of June 19
CHARTER COMM: Q Investment Asks for Official Equity Committee

CHARTER COMM: U.S. Trustee Says Reorganization Plan Unconfirmable
CHRYSLER LLC: Assets out of Bank. With No Liability for Defects
CLAIRE'S STORES: Bank Debt Trades at 44% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 41% Off in Secondary Market
CLOSED FIRST: Voluntary Chapter 11 Case Summary

COACHELLA VALLEY: Voluntary Chapter 11 Case Summary
CONTECH LLC: Asks Court to Convert Case to Chapter 7
CORRECT BUILDING: Files for Chapter 11 Bankruptcy Protection
CORRECT BUILDING: Case Summary & 20 Largest Unsecured Creditors
COYOTES HOCKEY: City Officials Challenge Wayne Gretzky's Claim

CROWN COURT: Chapter 11 Bankruptcy Blocks Auction of 2 Condo Units
DANAOS CORP: Lenders Waiver Loan Covenants Until January 2010
DAVIN INVESTMENTS: Has $100,000 Bid for Sarah St. Property
DELPHI CORP: Bankruptcy Court Allows Credit Bids for Assets
DELPHI CORP: Court Denies Platinum's $30 Million Expense Fee

DELPHI CORP: Gets July Extension to DIP Accommodation Pact
DELPHI CORP: Limestone County Plant Shut Down June 26
DELPHI CORP: Wilbur Ross & Elliot Mgt. May Submit Bids
DELTEK INC: Moody's Assigns Corporate Family Rating to 'B1'
DEX MEDIA: Bank Debt Trades at 23% Off in Secondary Market

E*TRADE FINANCIAL: Unveils Results of Debt Exchange Offer
EDISON MISSION: Fitch Puts 'BB-' Issuer Rating on Negative Watch
ELAN CORPORATION: Moody's Reviews 'B3' Rating for Possible Lift
EXPRESS ENERGY: Failure to Make Payment Cues S&P's 'D' Rating
FAIRPOINT COMMUNICATIONS: Awards Stock Options to New CEO

FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB-'
FLEETWOOD ENTERPRISES: Will Close Woodburn Manufacturing Facility
FONTAINEBLEAU LAS: S&P Withdraws 'D' Corporate Credit Rating
FONTAINEBLEAU: Court Denies Official Committee of Contractors
FONTAINEBLEAU: Court OKs Payment of Critical Vendors' Claims

FONTAINEBLEAU: Intends to File Schedules and Statements July 8
FONTAINEBLEAU: Opposes Transfer of Chapter 11 Cases to Nevada
FONTAINEBLEAU: Sues BofA, et al., for Resort Financing Breach
FONTAINEBLEAU: U.S. Bank Replaces Wells Fargo on Committee
FONTAINEBLEAU: Wants Cash Collateral Use Extended Until Aug. 6

FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market
FRANK SWENSON: Case Summary & 1 Largest Unsecured Creditor
GARY LEE BELHUMEUR: Case Summary & 12 Largest Unsecured Creditors
GASTAR EXPLORATION: S&P Puts 'CCC' Rating on CreditWatch Positive
GENERAL MOTORS: Bank Debt Trades at 1% Off in Secondary Market

GENERAL MOTORS: Fitch Withdraws 'D' Issuer Default Rating
GEORGIA GULF: To Issue Shares Under Exception to NYSE Rule
GEORGIA PACIFIC: Bank Debt Trades at 6% Off in Secondary Market
H & B COMMERCIAL: Voluntary Chapter 11 Case Summary
HAWAII SUPERFERRY: Court OKs Surrender of Ships to Lenders

HAYES LEMMERZ: Files Plan and Disclosure Statement
HAYES LEMMERZ: Fitch Withdraws 'D' Issuer Default Rating
HAZEL ALLEN: Case Summary & 20 Largest Unsecured Creditors
HENDRICKS FURNITURE: Court Names 9 Parties to Creditors Committee
IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market

IMAX CORP: S&P Changes Outlook to Positive; Affirms 'CCC+' Rating
IMPROVED LOTS LLC: Case Summary & 13 Largest Unsecured Creditors
ION MEDIA: Receives Final Approval for $150 Million Financing
IOWA TELECOMMUNICATIONS: S&P Assigns 'B+' Rating on $75 Mil. Loan
JAK'S HEAT: Case Summary & 20 Largest Unsecured Creditors

JOCKEYS' GUILD: Court Closes Two-Year Chapter 11 Case
KARL O'FARREL: Voluntary Chapter 15 Case Summary
KATALYST VENTURE: Voluntary Chapter 11 Case Summary
KEV ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1'

KIP SKIDMORE: Case Summary & 2 Largest Unsecured Creditors
LARRY BRESNICK: No Fees for Lawyer After Trustee Appointed
LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market
LEAR CORP: Bank Debt Trades at 29% Off in Secondary Market
LEAR CORPORATION: Looming Ch. 11 Filing Cues Moody's Cut to 'D'

LODGIAN INC: Obtains Payment Extension on Two Mortgage Pools
LYLE HIRATA: Involuntary Chapter 11 Case Summary
MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
MARK IV: Court Sets August 21 Deadline for Filing Claims
METALDYNE CORP: RHJ Extends Due Diligence Deadline to July 16

METROMEDIA INT'L: U.S. Trustee Appoints 5-Man Creditors' Panel
MICHAEL VICK: Amends Ch. 11 Plan, Reduces Retained Properties
MONSON TRUCKING: Closes End of August, To Auction Off Equipment
MXENERGY HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating
NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on Negative Watch

NORTEL NETWORKS: Canada Gov't. Refused Request for Aid, CEO Says
NORTEL NETWORKS: Court Approves Nokia-Led Auction for Assets
NORTEL NETWORKS: Gets Court Approval to Provide Aid to Units
NORTEL NETWORKS: Will Provide $157 Million Interim Funding to NNL
NORTHEASTERN REAL: Proposes Brouse McDowell as General Counsel

NRG ENERGY: Exelon's Latest Offer Is 12.4% More Than Previous
NRG ENERGY: Beefed Up Offer Doesn't Affect S&P's Rating on Exelon
NRG ENERGY: Moody's Continues Review on Ba3 Corp. Credit Rating
NRG ENERGY: Revised Offer Won't Affect Fitch's Rating on Exelon
OPUS EAST: Has Up to $500MM in Debts; Creditors Meeting on July 22

PALMETTO PAVILIONS: Case Summary & 4 Largest Unsecured Creditors
PANOLAM INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'D'
PAUL REINHART: Plan Solicitation Period Extended to December 9
PAVESTONE PLUS: Case Summary & 15 Largest Unsecured Creditors
PILGRIM'S PRIDE: DIP Lenders OK Entry to Surety Facility

PILGRIM'S PRIDE: Employees File Class Suit for Overtime Wages
PILGRIM'S PRIDE: Enters into $18 Million DIP Surety Facility
PILGRIM'S PRIDE: U.S. Trustee Appoints 2 to Equity Committee
PILGRIM'S PRIDE: Wendy's Wants Pennsylvania Litigation Stayed
PLASTIC ENGINEERING: Case Summary & 20 Largest Unsecured Creditors

PROLIANCE INT'L: Case Summary & 30 Largest Unsecured Creditors
PROVIDENT ROYALTIES: Taps Bridge Associates as Financial Advisor
PROVIDENT ROYALTIES: Hires Patton Boggs as Bankruptcy Counsel
PYRAMIDS CHILD: Court Lifts Ch 11 Bankruptcy Protection; To Close
QIMONDA NA: Can Implement Employee Incentive Program for 46 Staff

QIMONDA NA: Hearing on Employment Motions Set for July 21
RADIO ONE: Bank Debt Trades at 52% Off in Secondary Market
RDH GROUP: Case Summary & 20 Largest Unsecured Creditors
RENAISSANCE CUSTOM: Sebastian to Retain Ownership Under Exit Plan
REXAIR HOLDINGS: Moody's Affirms Corporate Family Rating at 'B1'

RITZ CAMERA: Court Establishes August 3 Claims Bar Date
RJ DOOLEY REALTY: Case Summary & 5 Largest Unsecured Creditors
SAI KRUPA: Case Summary & 2 Largest Unsecured Creditors
SEA LAUNCH: Wants to Hire Epiq Systems as Claims Agent
SHAMROCK HOUSE: Files for Chapter 11 Bankruptcy Protection

SONORAN ENERGY: U.S. Trustee Wants Appointment of Ch. 11 Trustee
TANGO GRILL: Case Summary & 20 Largest Unsecured Creditors
TEUFEL NURSERY: Proposes to Hire Vanden Bos as Attorney
THOMAS CONNERS: Case Summary & 3 Largest Unsecured Creditors
THOMAS KONIG: Case Summary & Nine Largest Unsecured Creditors

TOYS R US: Bank Debt Trades at 8% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 66% Off in Secondary Market
TROPICANA ENTERTAIMENT: Onex & MGM Acquire Tropicana Las Vegas
TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market
TXCO RESOURCES: Court Adjourns Section 341(a) Meeting to July 20

TXCO RESOURCES: Files Schedules of Assets and Liabilities
UAL CORP: Bank Debt Trades at 42% Off in Secondary Market
UTGR INC: Court Approves Donlin Recano as Claims Agent
UTGR INC: Files List of 40 Largest Unsecured Creditors
UTGR INC: Gov. Carcieri Rejects 24/7 Gambling Bill

UTGR INC: U.S. Trustee Names 3-Member Creditors' Committee
VISTEON CORP: Bank Debt Trades at 58% Off in Secondary Market
VISTEON CORP: Fitch Withdraws 'D' Issuer Default Rating
VISTEON CORP: Allowed to Use Cash Collateral Until July 17
VISTEON CORP: Calsonic Kansei Proposes SetOff of Debts

VISTEON CORP: Presents Key Employee Incentive Plan
VISTEON CORP: Section 341 Creditors Meeting Adjourned Sine Die
VISTEON CORP: Summit Polymers Opposes Shipment of Goods on Credit
YOUNG BROADCASTING: Bank Debt Trades at 52% Off

* Nine-Year Lending Low Forces Businesses to Cut Investment

* BOND PRICING -- For the Week From June 29 to July 3, 2009

                            *********

38 S LAFAYETTE: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: 38 S. Lafayette, LLC
                40 S. Broadway, Suite 201
                Denver, CO 80209

Case Number: 09-22663

Involuntary Petition Date: June 26, 2009

Court: 09-22663

Judge: Michael E. Romero

Petitioners' Counsel: Eric A. Nunemaker, Esq.
                      enunemaker@msn.com
                      The Nunemaker Law Firm LLC
                      12021 Pennsylvania St., Suite 202
                      Thornton, CO 80241
                      Tel: (303) 940-6400

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Greg Ulvedal                   loan                 $95,000
17490 W. 67th Ave.
Arvada, CO 80007

Eagle Drywall, Inc.            labor                $54,000
22720 E. Frost Pl.
Aurora, CO 80016

Masterpiece Stair, Inc.        labor                $5,000
2250 S. Jason St.
Denver, CO 80223


2646 SOUTH LOOP WEST: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 2646 South Loop West Limited Partnership
        2646 S Loop W, Suite 220
        Houston, TX 77054

Bankruptcy Case No.: 09-34636

Chapter 11 Petition Date: July 2, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: James Okoro Okorafor, Esq.
                  Okorafor & Mabaraho
                  2616 S Loop W, Ste 502
                  Houston, TX 77054
                  Tel: (713) 839-9700

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 Yigal I. Bosch, general partner of the
Company.


ABITIBIBOWATER INC: S&P Expects Negligible Unsec. Debt Recovery
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
the senior unsecured debt of AbitibiBowater Inc., Bowater Inc.,
and Bowater Canada Finance Corp.'s senior unsecured debt to '6'
from '5'.  The '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery at emergence from bankruptcy.

S&P also revised its recovery rating on Bowater Canadian Forest
Products Inc.'s senior unsecured debt to '4', indicating S&P's
expectation of average (30% to 50%) recovery at emergence from
bankruptcy, from '5'.

The issue ratings on all of the above senior unsecured debt remain
unchanged at 'D'.

"Our revisions of the recovery ratings on the unsecured debt
results from S&P's updated recovery analysis, which also takes
into consideration the $206 million debtor-in-possession facility
for Bowater Inc. and BCPFI," explained Standard & Poor's credit
analyst Jatinder Mall.

                           Ratings List

                       AbitibiBowater Inc.
                            Bowater Inc.

               Corporate Credit Rating       D/--/--

                     Recovery Ratings Revised

                       AbitibiBowater Inc.
                           Bowater Inc.
                   Bowater Canada Finance Corp.

                                          To     From
                                          --     ----
            Senior Unsecured              D      D
              Recovery Rating             6      5

               Bowater Canadian Forest Products Inc.

                                          To     From
                                          --     ----
            Senior Unsecured              D      D
              Recovery Rating             4      5


ACCENTIA BIOPHARMA: Can Use Cash Collateral Until August 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorization to Biovest International, Inc., to borrow up to
$3,000,000 in secured financing from Corps Real, LLC, in
accordance with an updated budget.  Corps Real has provided
interim financing pursuant to the interim orders in the amount of
$1,000,000.

The Court also allowed Accentia Biopharmaceuticals, Inc., et al.'s
continued use of the prepetition lenders' cash collateral for the
period from June 23, 2009, through and including August 4, 2009,
in accordance with operating budgets agreed to by Laurus Master
Fund, Ltd., Valens U.S. SPV I, LLC, and Valens Offshore SPV II
Corp., the Debtors, and the official committee of unsecured
creditors.

The loan will bear interest at 16% p.a.  All amounts due under the
DIP Facility will become due and payable on the earlier of (i)
December 31, 2010, (ii) dismissal of Biovest's Chapter 11 case,
(iii) conversion of Biovest's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) the effective date of
Biovest's plan of reorganization.

The final hearing on the motion is set for August 4, 2009, at
2:00 p.m.  Objections to the motion or the entry of a final order
granting the motion must be filed with the Bankruptcy Clerk by no
later than August 3, 2009.

As security for the payment of all obligations of Biovest to it,
the DIP Lender is granted a first priority senior security
interest in all of the property and assets of Biovest and its
estate, subject only to the Carve-Out for (x) fees of the
professionals engaged by the official committee of unsecured
creditors in an amount not to exceed $15,000 and (y) the unpaid
fees of the U.S Trustee or the Clerk of the Court.

A full-text copy of the Court's 6th Interim DIP Facility Order,
dated June 2, 2009, is available at:

      http://bankrupt.com/misc/accentia.6thinterimorder.pdf

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel.  Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel.  In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.


ADALTIS INC: Obtains CCAA Creditor Protection in Quebec
-------------------------------------------------------
Adaltis Inc. has obtained an Order for creditor protection under
the Companies' Creditors Arrangement Act (Canada) from the Quebec
Superior Court.

The Quebec Superior Court also approved the Company's Debtor-in-
Possession financing arrangement with Victoria Square Ventures
Inc. for new financing in an amount of up to $3 million.  The
proceeds of the financing will be used to fund the Company's
operations as it reorganizes under the protection of the Court in
Canada.

Under the terms of the Order, RSM Richter Inc. --
http://www.rsmrichter.com/-- will serve as the Court-appointed
Monitor under the restructuring process.

                           About Adaltis

Adaltis Inc. is an international in vitro diagnostic company,
providing in vitro diagnostic products in emerging markets, with a
particular focus on China.  Adaltis has a reagent manufacturing
facility located in Shanghai, China, a complete IVD product
offering targeting emerging markets, and a strong international
sales and distribution platform.  Adaltis is headquartered in
Montreal, with offices in China, Italy, Mexico and other parts of
the world.


ADANAC MOLYBDENUM: CCAA Stay Extended Until August 28
-----------------------------------------------------
Adanac Molybdenum Corporation said its application on July 3,
2009, to the Supreme Court of British Columbia for an Order under
the Companies' Creditors Arrangement Act to extend its creditor
protection has been approved, allowing the Company to continue to
restructure and continue to stay all claims and actions against
the Company and its assets.  The July 3rd Order extends the stay
period under CCAA until August 28, 2009, at which time the matter
will be reviewed by the Court.

KPMG Inc., is the court-appointed Monitor in the case.

                      About Adanac Molybdenum

Adanac Molybdenum Corporation (PINK SHEETS: AUAYF)(FRANKFURT: A9N)
is listed on the TSX and Frankfurt exchanges and owns the Ruby
Creek Project in northern British Columbia.  The Company has
advanced the project through feasibility studies, a production
decision and has previously ordered long-lead equipment, completed
permitting for construction, constructed a road to the site and
secured US$80 million in bridge financing.

On the Net: http://www.kpmg.ca/adanac
            http://www.adanacmoly.com/


ADVANCED MATERIALS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Advanced Materials Group, Inc., a Nevada Corp.
        2532 Dupont Drive
        Irvine, CA 92612

Bankruptcy Case No.: 09-16529

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Advanced Materials Inc, a California Corp.         09-16548
Beryle Loven Albert                                09-16586

Chapter 11 Petition Date: July 2, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Mark Bradshaw, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre, Suite 300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  Fax: (949) 340-3000
                  Email: mbradshaw@shbllp.com

                  Leonard M. Shulman, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre, Suite 300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400

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
12 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cacb09-16529.pdf

The petition was signed by Martin A. Lehman, interim president of
the Company.


AFFINITY GROUP: Moody's Keeps 'Caa2' Rating Despite Loan Extension
------------------------------------------------------------------
Moody's left the ratings of Affinity Group Holding, Inc.,
unchanged following the recent amendment of Affinity Group Inc.'s
senior credit facility, which extended the maturity of the
company's term loan and revolving credit facility to March 31,
2010 from June 24, 2009.

Moody's notes that although the successful completion of the
amendment extended maturity and modestly reduced debt, the
extension was relatively short and insufficient to alleviate
relatively near term default potential and materially increased
interest rates.

The most recent rating action occurred on September 18, 2008, when
Moody's lowered Affinity Group's CFR to Caa1 from B3 and its PDR
to Caa2 from B3.

Affinity Group's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near-to-intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Affinity Group's core industry and Affinity Group's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.


AIRTRAN HOLDINGS: Files Prospectus on Possible Sale of Securities
-----------------------------------------------------------------
AirTran Holdings, Inc., filed with the Securities and Exchange
Commission a prospectus on Form S-3.

The Company said it may periodically offer to sell, or certain
selling security holders may periodically offer to resell:

   -- shares of the Company's common stock;
   -- shares of the Company's preferred stock;
   -- the Company's debt securities; or
   -- warrants to purchase any of these securities.

The offering price of all securities issued under the prospectus
may not exceed $250,000,000.  AirTran will provide the specific
terms of the securities in supplements to the prospectus.  The
prospectus may be used to offer and sell securities only if
accompanied by the prospectus supplement for those securities.

A full-text copy of the Form S-3 filing is available at no charge
at http://ResearchArchives.com/t/s?3eaa

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

At March 31, 2009, the Company had $2.09 billion in total assets
and $2.40 billion in total liabilities and $309.6 million in
stockholders' equity.  The Company posted a net income of
$28.7 million for the three months ended March 31, 2009, compared
to a net loss of $35.3 million, as adjusted, for the same period
in 2008.

                          *     *     *

The Troubled Company Reporter said on Aug. 29, 2008, that Standard
& Poor's Ratings Services has lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they had been placed with negative
implications on May 22, 2008.  The outlook is stable.


AIRTRAN HOLDINGS: To Register $33,660,000 in Common Shares
----------------------------------------------------------
AirTran Holdings, Inc., filed with the Securities and Exchange
Commission a registration statement on Form S-8 to register
6,000,000 shares of common stock under the AirTran Holdings, Inc.
Long Term Incentive Plan.

The Proposed Maximum Aggregate Offering Price is $33,660,000.

A full-text copy of the Form S-8 filing is available at no charge
at http://ResearchArchives.com/t/s?3eab

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is
the parent company of AirTran Airways Inc., which offers more than
700 daily flights to 56 U.S. destinations.

At March 31, 2009, the Company had $2.09 billion in total assets
and $2.40 billion in total liabilities and $309.6 million in
stockholders' equity.  The Company posted a net income of
$28.7 million for the three months ended March 31, 2009, compared
to a net loss of $35.3 million, as adjusted, for the same period
in 2008.

                          *     *     *

The Troubled Company Reporter said on Aug. 29, 2008, that Standard
& Poor's Ratings Services has lowered its ratings on AirTran
Holdings Inc., including the corporate credit rating, which it
lowered to 'CCC+' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they had been placed with negative
implications on May 22, 2008.  The outlook is stable.


ALLIANCE ONE: Completes $670MM Refinancing Transactions
-------------------------------------------------------
Alliance One International, Inc., has completed its previously
announced offerings of $570 million principal amount of its 10%
senior notes due 2016 and $100 million principal amount of its
5-1/2% Convertible Senior Subordinated Notes due 2014 in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, and, in the case of
the Senior Notes only, to persons in offshore transactions in
reliance on Regulation S under the Securities Act.  Alliance One
has also granted the initial purchasers of the Convertible Notes
an option to purchase up to an additional $15 million aggregate
principal amount of Convertible Notes solely to cover over-
allotments.  The initial purchasers have until July 15, 2009 to
exercise the over-allotment option.

Alliance One also has entered into a new revolving senior secured
credit facility which replaced its existing $305 million revolving
senior secured revolving credit facility scheduled to mature on
September 30, 2010.  The new revolving senior secured credit
facility, which has a term expiring on September 30, 2012, and an
initial lending commitment of $270 million, permits the offering,
issuance and sale of the Senior Notes and Convertible Notes.

Alliance One further has used a portion of the net proceeds from
the offerings of the senior Notes and the Convertible Notes to
purchase approximately $467.5 million aggregate principal amount
of its existing notes pursuant to an early settlement of its
previously announced cash tender offer for any and all of its 11%
senior notes due 2012, 8-1/2% senior notes due 2012, 12-3/4%
senior subordinated notes due 2012, 9-5/8% senior notes due 2011,
7-3/4% senior notes due 2013 and 8% senior notes due 2012. In
connection with Alliance One's purchase of the Existing Notes,
certain previously announced amendments to the indentures
governing Alliance One's 11% senior notes due 2012, 8-1/2% senior
notes due 2012 and 12-3/4% senior subordinated notes due 2012
became operative and effective.  The amendments eliminate
substantially all of the restrictive covenants, eliminate
requirements for subsidiary guarantees and requirements to conduct
repurchase offers following certain events, including a change in
control, modify redemption notice periods from 30 days to three
business days, eliminate or modify certain events of default and
certain conditions to defeasance of these notes, and eliminate or
modify related provisions contained in the indentures governing
these notes.

The Tender Offer will expire at 9:00 a.m., New York City time, on
Wednesday, July 8, 2009, unless extended or terminated by Alliance
One in its sole discretion.  Neither Alliance One, nor any member
of its Board of Directors, nor the dealer manager nor the
information agent for the Tender Offer is making any
recommendation to holders of the Existing Notes as to whether to
tender or refrain from tendering their Existing Notes in the
Tender Offer. Noteholders must decide whether they will tender in
the Tender Offer and, if so, how many Existing Notes they will
tender. The Tender Offer is being made solely pursuant to Alliance
One's Offer to Purchase and Consent Solicitation Statement dated
June 9, 2009, as amended or supplemented from time to time, which
sets forth the complete terms of the Tender Offer.

The Company intends to apply a portion of the remaining net
proceeds of the offerings of the Convertible Notes and the Senior
Notes to repay certain outstanding borrowings under its senior
secured credit facility.  The Company intends to use the balance
of the proceeds, if any, for other general corporate purposes,
which may in the future include retiring any Existing Notes not
purchased in the Tender Offer.

                        About Alliance One

Alliance One is an independent leaf tobacco merchant serving the
world's large multinational cigarette manufacturers.

                           *     *     *

As reported by the Troubled Company Reporter on June 24, 2009,
Moody's Investors Service affirmed all long-term and short-term
ratings of Alliance One International, Inc., including the
company's corporate family rating of B2 and Speculative Grade
Liquidity rating of SGL-3.  Moody's also assigned a Ba2 rating to
the company's proposed $305 million revolving credit facility; a
B2 rating to its proposed $600 million senior unsecured notes
offering; and a Caa1 rating to its proposed $100 million
subordinated convertible debt offering.  Moody's expects to
withdraw all existing debt ratings upon the successful completion
of the tender offer.  The outlook is stable.


AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes Due 2012
-----------------------------------------------------------------
American Achievement Group Holding Corp. has extended the early
tender deadline and the expiration date with respect to its
previously announced tender offer for its outstanding 12.75%
Senior PIK Notes due 2012 (CUSIP No. 02369BAB2, 02369BAA4,
02369BAE6, 02369BAD8) from 11:59 p.m., New York City time, on
July 2, 2009, to 11:59 p.m., New York City time, on July 17, 2009.
Except for the extension of the Early Tender Date and the Offer
Expiration Date, all other terms and conditions of the Offer
remain unchanged.  Notes tendered in the Offer may not be
withdrawn.

As of 12:00 p.m., New York City time, on July 2, 2009, $36,672,118
aggregate principal amount of the Notes, representing
approximately 33.31% of the outstanding Notes, had been validly
tendered.

Holders who validly tender on or prior to 11:59 p.m., New York
City time, on July 17, 2009, will be eligible to receive the
"Total Consideration" of $230.11 per $1,000 per principal amount
of the Notes, which includes an early tender premium of $20 per
$1,000 per principal amount of the Notes.  No additional amounts
will be payable with respect to any accrued or unpaid interest on
the Notes since April 1, 2009.

On February 25, 2009, the Company repurchased $104,301,834
aggregate principal amount of the Notes for an aggregate purchase
price of $24,000,000.  For no additional consideration, the
sellers of the Notes, representing a majority in principal amount
of the Notes, consented to a second supplemental indenture, which
was entered into on February 25, 2009, by the Company and the
trustee under the Indenture.  The Second Supplemental Indenture
removed substantially all of the restrictive and reporting
covenants under the Indenture, as well as certain events of
default and related provisions.  Holders of Notes that receive the
Total Consideration pursuant to the Offer will receive
approximately the same consideration per $1,000 of principal
amount of Notes as was received by the February Sellers in the
Repurchase Transaction.

The Company intends to fund payment for the Notes that are
purchased in the Offer with a combination of one or more of (i)
cash borrowed by its subsidiary American Achievement Corporation
under its revolving line of credit and distributed to the Company,
(ii) proceeds of the sale of new preferred stock by a newly formed
subsidiary American Achievement Intermediate Holding Corp. and
(iii) cash on hand. Any New Preferred issued by Newco will be
structurally senior to any remaining Notes.

Goldman, Sachs & Co. is acting as the dealer manager for the
Offer. The depositary and information agent for the Offer is
Global Bondholder Services Corporation.  Questions regarding the
Offer may be directed to Goldman, Sachs & Co., at (800) 828-3182
(toll free) or (212) 357-4692 (collect).  Requests for copies of
the Offer to Purchase and related documents may be directed to
Global Bondholder Services Corporation at (866) 873-6300 (toll
free) or (212) 430-3774 (banks and brokerage firms).

The Company is the indirect parent company of American Achievement
Corporation.  American Achievement Corporation is a provider of
products that forever mark the special moments of people's lives.
As the parent company of brands such as ArtCarved(R). Balfour(R),
Keepsake(R), and Taylor Publishing, American Achievement
Corporation's legacy is based upon the delivery of exceptional,
innovative products, including class rings, yearbooks, graduation
products and affinity jewelry through in-school and retail
distribution.


AMERICAN HOME FITNESS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: American Home Fitness Co., LLC
        600 West Maple
        Troy, MI 48084

Bankruptcy Case No.: 09-60917

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Charles D. Bullock, Esq.
                  Stevenson & Bullock, P.L.C.
                  29200 Southfield Rd., Suite 210
                  Southfield, MI 48076
                  Tel: (248) 423-8200
                  Fax: (248) 423-8201
                  Email: cbullock@sbplclaw.com

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

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

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

           http://bankrupt.com/misc/mieb09-60917.pdf

The petition was signed by Eric Swanson.


AMR CORP: To Release 2nd Quarter Results on July 15
---------------------------------------------------
AMR Corporation, parent company of American Airlines, Inc.,
anticipates announcing second quarter 2009 earnings on Wednesday,
July 15, 2009.  In conjunction with the announcement, on that date
AMR will host a conference call with the financial community at
2pm Eastern Time.  During the conference call, senior management
of AMR will review, among other things, details of AMR's second
quarter financial results, the industry environment, recent
strategic and cost reduction initiatives, the revenue environment,
cash flow results, liquidity measures, capital requirements and
any special items and will, as well, provide an outlook for the
future.

A live webcast of the call will be available on the Investor
Relations page of the American Airlines Web site --
http://www.aa.com/investorrelations/ A replay of the webcast will
also be available for several days following the call.

                       About AMR Corporation

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

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

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


AMR CORP: To Issue Pass Through Certificates to Raise $520,110,000
------------------------------------------------------------------
American Airlines, Inc., is creating a pass through trust that
will issue American Airlines, Inc. Class A Pass Through
Certificates, Series 2009-1.  The Class A Certificates are being
offered pursuant to a prospectus supplement.

Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, and
Calyon Securities (USA) Inc., will serve as underwriters and will
purchase all of the Class A Certificates if any are purchased.
The aggregate proceeds from the sale of the Class A Certificates
will be $520,110,000.  American will pay the underwriters a
commission of $7,801,650.  Delivery of the Class A Certificates in
book-entry form will be made on or about July 7, 2009, against
payment in immediately available funds.

Specifically, the Underwriters have agreed with American to
purchase from the Class A Trustee these aggregate face amounts of
the Class A Certificates:

                                       Face Amount of
   Underwriter                         Class A Certificates
   -----------                         --------------------
   Goldman, Sachs & Co.                     $234,049,500
   Morgan Stanley & Co. Incorporated         234,049,500
   Calyon Securities (USA) Inc.               52,011,000
                                       --------------------
         Total                               $520,110,00

The Class A Certificates will represent interests in the assets of
the related pass through trust.  The proceeds from the sale of the
Class A Certificates will, or will initially be held in escrow and
will thereafter, be used by such pass through trust to acquire the
related series of equipment notes to be issued by American on a
full recourse basis.  Payments on the equipment notes held in such
pass through trust will be passed through to the holders of the
Class A Certificates.  Distributions on the Class A Certificates
will be subject to certain subordination provisions.  The Class A
Certificates do not represent interests in or obligations of
American or any of its affiliates.

American may in the future create a separate pass through trust
that will issue American Airlines, Inc. Class B Pass Through
Certificates, Series 2009-1.  Subject to the distribution
provisions, the Class A Certificates generally will rank senior to
any Class B Certificates that may be issued in the future.

The equipment notes expected to be held by the pass through trust
for the Class A Certificates and, if applicable, the pass through
trust for any Class B Certificates will be issued for each of four
Boeing 777-223ER aircraft delivered new to American from 1999 to
2000 and 16 new Boeing 737-823 aircraft scheduled for delivery
during the period between July 2009 and October 2010.  The
equipment notes issued for each aircraft will be secured by a
security interest in such aircraft.  With respect to the Class A
Certificates, interest on the related equipment notes will be
payable semiannually on January 2 and July 2 of each year,
commencing on January 2, 2010, and principal on such equipment
notes is scheduled for payment on January 2 and July 2 of certain
years, commencing on January 2, 2010.

Natixis S.A., acting via its New York Branch, will provide a
liquidity facility for the Class A Certificates in an amount
sufficient to make three semiannual interest distributions on the
outstanding balance of the Class A Certificates.

The Class A Certificates will not be listed on any national
securities exchange.

A full-text copy of the prospectus supplement filed on Form 424B2
with the Securities and Exchange Commission is available at no
charge at http://ResearchArchives.com/t/s?3ea7

A full-text copy of a free writing prospectus filed on Form FWP
with the Securities and Exchange Commission is available at no
charge at http://ResearchArchives.com/t/s?3ea8

A full-text copy of American's 2009-1A EETC Investor Presentation
filed on Form FWP with the Securities and Exchange Commission is
available at no charge at http://ResearchArchives.com/t/s?3ea9

                       About AMR Corporation

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

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

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


ANCHOR BLUE: Levi's $72MM Is Winning Bid for MOST Stores
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved at
a sale hearing on June 30, 2009, the sale of 73 of the 74 Anchor
Blue Retail Group, Inc., et al.'s Levi's & Dockers Outet by MOST
stores, free and clear of all liens and encumbrances to Levi's
Only Stores, Inc., the successful bidder at the auction.  Levi's
Only, an affiliate of Levi Strauss & Co., made a bid of
$72 million.

Anchor Blue has a separate deal to sell some 127 Anchor Blue
stores to current management and Ableco Finance LLC, the agent for
the term loan lenders.  Ableco will pay for the stores largely in
exchange for secured debt, including debt provided for the Chapter
11 case.  The auction date for this sale is set for July 27 to be
followed by a sale approval hearing on July 30.

Sixty-four stores will be closed in going-out-of-business sales.
Gordon Brothers Retail Partners LLC has the stalking horse bid for
the GOB sales.  Under the Debtors' agreement with its stalking
horse bidder for the liquidation sales, the Debtors were to
receive 114% of the "aggregate Cost Value of the Merchandise" sold
at the GOB sales, but only if the aggregate Cost Value is between
$6.5 million and $7.5 million.  If the aggregate Cost Value is
outside of that range (either higher or lower), Anchor Blue's
guaranteed percentage is lower.

                 About Anchor Blue Retail Group

Anchor Blue Retail Group is the holding company for two
subsidiaries -- Anchor Blue Division and Levi's(R) & Dockers(R)
Outlet by MOST Division.  Anchor Blue is a specialty retailer of
casual apparel and accessories for the teenage and young adult
markets.  Founded in 1972, the Company has 177 stores in 12
states.  Anchor Blue offers a great assortment of well-priced
fashion basics with West Coast style in a fun environment.  MOST
is an outlet store retailer that holds the exclusive U.S. license
for Levi's(R) Outlet & Dockers(R) Outlet Stores.  Known for its
denim apparel and reasonable prices, MOST operates 74 stores
across the U.S.

Anchor Blue Retail Group Inc. and four of its affiliates filed for
Chapter 11 protection on May 27, 2009 (Bankr. D. Del. Lead Case
No. 09-11770).  Chun I. Jang, Esq., and Jason M. Madron, Esq., at
Richards Layton & Finger P.A., represent the Debtors' in their
restructuring efforts.  In its petition, Anchor Blue listed
between $100 million to $500 million each in assets and debts.


APARICIO'S INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Aparicio's Inc.
           dba Aparicio's Restaurant Mexicano Tequla Bar
           dba Aparicio's Restaurant Mexicano Sports Bar
        1001 E. 18th St.
        Plano, TX 75074

Bankruptcy Case No.: 09-42105

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.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 Martina Aparicio, owner of the Company.


ASARCO LLC: Harbinger Files Amended Chapter 11 Plan
---------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., delivered to the
U.S. Bankruptcy Court for the Southern District of Texas its
First Amended Plan of Reorganization for ASARCO LLC, Southern
Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc., on
June 29, 2009.  Harbinger is one of the Debtors' major
bondholders.  It subsequently presented to the Court a Second
Amended Plan on July 2, 2009.

Clean and redlined copies of the First and Second Amended Plans
are available for free at:

http://bankrupt.com/misc/ASARCO_Harbinger_1stAmendedPlan.pdf
http://bankrupt.com/misc/ASARCO_Harbinger_1stPlan_Redlined.pdf
http://bankrupt.com/misc/ASARCO_Harbinger_2ndAmendedPlan.pdf
http://bankrupt.com/misc/ASARCO_Harbinger_2ndPlan_Redlined.pdf

               Asbestos Claims Liquidation Trust

Harbinger reflected several modifications in the provisions of
its First Amended Plan with respect to Asbestos Claims.  The
Second Amended Plan has minor revisions, which includes the
clarifications of the estimation of Class 4 Claims.

The First Amended Harbinger Plan still provides for Harbinger's
proposed purchase of ASARCO's assets for $500 million and the
assumption of certain liabilities.  Under the First Amended Plan,
the Asbestos Claims Liquidation Trust will have an Allowed
Administrative Claim for its administrative expenses for
$27.5 million.  Harbinger previously offered that the Asbestos
Trust, now known as Asbestos Claims Liquidation Trust, will have
an Allowed Administrative Claim in the amount estimated by the
Bankruptcy Court pursuant to an estimation order.

The two subclasses of Class 4 Unsecured Asbestos Personal Injury
Claims are deleted.  The two subclasses were designated as Class
4A Asbestos Premises Liability Claims, and Class 4B Unsecured
Asbestos Personal Injury Claims other than Asbestos Premises
Liability Claims.

The First Amended Plan also provides that the initial members of
the Asbestos Claims Liquidation Trust Board will consist of five
members, of which (i) one is to be selected by the Official
Committee of Asbestos Claimants, (ii) one is to be selected by
the FCR, (iii) two will be selected by the Parent, and (iv) one
is to be selected by Harbinger.

               Liquidation and Litigation Trusts

The provisions on the Liquidation Trust are amended to provide
that Harbinger may, prior to the First Amended Plan's effective
date, amend the Liquidation Trust Agreement to:

  -- increase or decrease the number of members of the
     Liquidation Trust Board;

  -- change the method by which the members are designated; or

  -- change the number of the members, whose approval should be
     required for actions or omissions to be taken by the
     Liquidation Trustee in respect of the Liquidation Trust
     Claims.

On the Initial Distribution Date, the First Amended Plan
provides, residual Liquidation Trust Interests will also be
issued to the holders of claims in Class 6 and Class 7 on a Pro
Rata basis for distributions to be made in accordance with trust
priorities.

Liquidation Trust Interests will be divided into four classes:

  (1) Class A Liquidation Trust Interests for Non-Environmental
      Unsecured Claimants;

  (2) Class B Liquidation Trust Interests for Governmental
      Environmental Claimants;

  (3) Class C Liquidation Trust Interests for Asbestos Claims
      Liquidation Trust for the benefit of Unsecured Asbestos
      Personal Injury Claimants; and

  (4) Class D Liquidation Trust Interests for all residual
      Liquidation Trust Interests issued to holders of claims in
      Class 6 and 7.

The designation of Liquidation Trust Interests as Class A, Class
B, Class C and Class D is solely for purposes of appointing
members of the Liquidation Trust Board.  Distributions of
Liquidation Trust Proceeds or other property of the Liquidation
Trust will be made to holders of Liquidation Trust Interests on a
pro rata basis.

The litigation currently pending in the United States District
Court for the Southern District of Texas, Brownsville Division,
regarding the adversary complaint commenced by ASARCO against
Americas Mining Corporation on a transfer dispute of certain
stocks of Southern Peru Copper Company, now known as Southern
Copper Corporation, to AMC will be vested upon the SCC Litigation
Trust.

On the Initial Distribution Date, SCC Litigation Trust Interests
will be issued to (i) the purchasers of SCC Litigation Trust
Interests, (ii) the Asbestos Claims Liquidation Trust for the
benefit of Unsecured Asbestos Personal Injury Claimants and
Unknown Asbestos Claimants, (iii) the Non-Environmental Unsecured
Claimants, (iv) the Governmental Environmental Claimants and
(v) holders of claims in Class 6 and Class 7.

Also on the Initial Distribution Date, residual SCC Litigation
Trust Interests will also be issued to the holders of claims in
Class 6 and Class 7 for distributions to be made in accordance
with the Trust Interest Priorities.

All SCC Litigation Trust Interests issued to:

  -- Non-Environmental Unsecured Claimants will be designated
     "Class A SCC Litigation Trust Interests";

  -- the Governmental Environmental Claimants will be designated
     "Class B SCC Litigation Trust Interests";

  -- the Asbestos Claims Liquidation Trust will be designated
     "Class C SCC Litigation Trust Interests"; and

  -- holders of claims in Class 6 and 7 will be designated
     "Class E SCC Litigation Trust Interests."

The designation of Litigation Trust Interests as Class A, Class
B, Class C, Class D and Class E is solely for purposes of
appointing members of the SCC Litigation Trust Board.

Distributions of Proceeds and Other Property of the Liquidation
Trust and the SCC Litigation Trust have also been amended to
reflect distributions to the different Classes of Claims.

                       Other Provisions

The First Amended Harbinger Plan contemplates that ASARCO's
liability on account of Unsecured Asbestos PI Claims and Unknown
Asbestos Claims is estimated at $500,000,000.  However, within
two business days after entry of the Confirmation Order, any
Creditor Constituent or the Parent may request that the
Bankruptcy Court conduct an evidentiary hearing to establish an
alternative to the $500,000,000 estimate.

The subsections on Asbestos Insurance Company Injunction and
Approval of Asbestos Insurance Settlement Agreements were deleted
under the First Amended Plan.

The section on Insurance Neutrality is amended to provide that
neither ASARCO, the Asbestos Subsidiary Debtors, the Committees,
the FCR, an Asbestos Insurance Company, nor the Asbestos Trust
may argue or assert in any court proceeding involving an Asbestos
Insurance Company that is subject to insurance neutrality and
concerning issues related to insurance coverage, that any
findings or conclusions concerning Section 524(g) of the
Bankruptcy Code or constituting any estimation of asbestos-
related liabilities contained in or referenced in any decision of
the Bankruptcy Court relating to Confirmation of the First
Amended Plan:

  (a) constitutes a "judgment," "adjudication," "final order,"
      "settlement," or "finding of liability" related to, based
      on, or relying on the principles enunciated in UNR Indus.,
      Inc. v. Continental Cas. Co., 942 F.2d 1101 (7th Cir.
      1991), among others; and

  (b) is binding on an Asbestos Insurance Company for any
      purpose concerning insurance coverage under any policies
      issued to the Debtors.

                       Second Amended Plan

The Second Amended Harbinger Plan provides that Wilmington Trust
Company, Deutsche Bank Trust Company Americas, and Wells Fargo
Bank, National Association, as trustees under certain Indentures,
will be the holders of the Class A SCC Litigation Trust Interests
with respect to the Bonds for which they serve as Indenture
Trustee, and will be listed in the SCC Litigation Trust Register
as the SCC Litigation Trust Beneficiaries on account of the
Bondholders' Claims.

With regards to the estimation of Class 4 Claims, the Second
Amended Plan provides that neither the Asbestos Subsidiary
Committee nor the FCR has requested an estimation of ASARCO's
liability on account of Unsecured Asbestos Personal Injury Claims
and Unknown Asbestos Claims in accordance with the Plan or, if a
request has been made, the Bankruptcy Court has entered an order
estimating the liability.

All cash distributions on account of Allowed Bondholders' Claims
will be made to the appropriate Indenture Trustees and further
distributions on account of those Claims by the Indenture
Trustees to the recordholders of the Bondholders' Claims will be
accomplished in accordance with the Indentures and the policies
and procedures of the Depository Trust Company.

Issuances of Liquidation Trust Interests and SCC Litigation Trust
Interests will be made in accordance with the instructions
contained in a duly executed letter of transmittal to be
delivered to the applicable Trust Registrar in advance of the
Effective Date or other procedure established by the Debtors in
consultation with the Indenture Trustees.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Hires Innisfree As Solicitation Agent
-------------------------------------------------
ASARCO LLC obtained the U.S. Bankruptcy Court for the Southern
District of Texas' permission to employ Innisfree M&A
Incorporated, nunc pro tunc to July 2, 2009, to act as the
Debtors' solicitation and information agent with respect to the
Debtors' plan of reorganization.

ASARCO previously obtained Court approval to retain The Trumbull
Group LLC as the Debtors' official claims, noticing and balloting
agent, and AlixPartners LLP as their official claims management
professionals. In April 2008, Trumbull informed ASARCO that it
planned to immediately withdraw from the bankruptcy claims
administration market.  As a result, ASARCO sought and obtained
permission from the Court to expand the employment of
AlixPartners to replace Trumbull as its official claims,
noticing, and balloting agent.

AlixPartners currently manages the administration of the Debtors'
claims and acts as their claims and noticing agent.  Now that
there are three competing plans of reorganization, two of which
were filed by parties other than the Debtors, and given that the
parties anticipate seeking votes on the three plans pursuant to a
joint disclosure statement and combined solicitation materials,
AlixPartners will be acting as the balloting agent in connection
with all three Plans.

To date, ASARCO has not employed or retained a professional to
solicit bids and provide information about the Debtors' Plan.  To
the extent AlixPartners is acting as balloting agent for the
Plans, the Debtors now are seeking to retain a third party not
otherwise involved in the balloting process to solicit votes
solely on behalf of the Debtors' Plan, asserts Jack L. Kinzie,
Esq., at Baker Botts L.L.P., in Dallas, Texas.

As solicitation and information agent, Innisfree will:

  (a) provide advice to the Debtors and their counsel regarding
      all aspects of the plan voting, particularly with respect
      to publicly held debt securities held in street name;

  (b) work with the Debtors to obtain appropriate information
      from the trustees, transfer agents, the claims agent, and
      other parties to identify beneficial owners of debt
      securities;

  (c) obtain phone numbers and execute an outgoing call campaign
      to security holders and other voting creditors as directed
      by ASARCO;

  (d) provide a toll-free call-in facility for creditors with
      questions.  Innisfree will restrict its answers to the
      information contained in the Plan documents;

  (e) coordinate with the balloting agent and tabulator to
      target calls to unvoted holders; and

  (f) undertake other duties as may be agreed upon by the
      Debtors and Innisfree.

Innisfree will not provide any legal advice, and will consult
with the Debtors or their counsel to address issues that fall
outside the Plan documents, Mr. Kinzie assures the Court.

Pursuant to the parties' Engagement Letter, Innisfree will
receive a one-time project fee of $25,000 and will be entitled to
reimbursement for necessary and actual out-of-pocket expenses,
which primarily consist of telephone and other solicitation
costs.  Telephone costs will be billed at $8 per call.

Innisfree does not anticipate filing fee applications in
connection with the services set forth in its retention.  Rather,
Innisfree will submit invoices to ASARCO on a monthly basis, and
ASARCO will seek authority to pay those invoices and the initial
project fee, in an aggregate amount not to exceed $75,000,
without the necessity of filing a formal fee application.
Innisfree, however, will submit a formal fee application for any
amounts in excess of $75,000.  The procedure, which represents
the compensation and reimbursement procedure currently utilized
by AlixPartners, makes the most practical sense in light of the
nature of the services to be provided and the proposed schedule
of fees, the Debtors contend.

Arthur B. Crozier, co-chairman of Innisfree, assures the Court
that his firm does not have or represent any interest adverse to
the Debtors or their bankruptcy estates on the matters for which
it is being retained.  He maintains that Innisfree is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Settles Hayden Site Issues for $3 Million
-----------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve its compromise and settlement with
the United States of America, on behalf of the United States
Environmental Protection Agency, regarding the Hayden Plant Site,
pursuant to Section 363(b)(1) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedure.  The Site consists
of the ASARCO Hayden Smelter and associated facilities in Hayden,
Arizona.

The EPA, pursuant to its authority under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability
Act conducted various investigations at the Site, including a
preliminary assessment, a removal assessment, collection and
testing of residential soil samples, and a remedial investigation
and human health risk assessment, to address the release of
hazardous substances at the Site.

The United States has alleged that ASARCO LLC, formerly known as
ASARCO Incorporated, is a potentially responsible party with
respect to the Hayden Site; and that the EPA has incurred past
response costs under CERCLA in connection with the Site for which
ASARCO allegedly is liable.

After the Debtors' filing for bankruptcy protection, the United
States filed Claim No. 10746, setting forth claims under Section
107 of the CERCLA for various past and future response costs in
connection with the Site.  ASARCO has disputed the assertions set
forth in the Claim.

The Debtors, subsequently, entered into different previous
settlements with the United States, and the Arizona Department of
Environmental Quality, relates Tony M. Davis, Esq., at Baker
Botts L.L.P., in Houston, Texas.

To settle, compromise and resolve their disputes without the
necessity of an estimation hearing, the United States and ASARCO
entered into a settlement agreement, which resolves the claims by
the United States against ASARCO with respect to EPA's costs
relating to or in connection with the Site, incurred on or before
May 27, 2008.

The salient terms of the Settlement Agreement are:

  (a) The United States, on behalf of the EPA, will have an
      allowed general unsecured claim for $3,000,000 with
      respect to the Hayden Site;

  (b) With respect to response costs at the Site incurred by EPA
      on or before May 27, 2008, and except as specifically
      provided in previous settlements, the United States
      convenants not to sue or assert any civil claims or causes
      of action against ASARCO pursuant to Sections 107(a) or
      113 of the CERCLA, or any liabilities or obligations
      asserted in the Claim;

  (c) ASARCO covenants not to sue and agrees not to assert any
      claims or causes of action against the United States with
      respect to the response costs at the Site incurred by EPA
      on or before May 27, 2008; and

  (d) ASARCO is entitled to protection from contribution actions
      or claims as provided by Section 113(f)(2) of CERCLA for
      matters addressed in the Settlement Agreement, including
      response costs at the Site incurred by EPA on or before
      May 27, 2008.

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: To Send Competing Plans to Creditors for Voting
-----------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas signed a written order, on July 2,
2009, approving the Joint Disclosure Statement explaining the
separate Chapter 11 plans of reorganization submitted by the
Debtors supporting the offer by Sterlite (USA), Inc.; Americas
Mining Corporation and ASARCO Incorporated; and Harbinger Capital
Partners Master Fund I, Ltd., and Citigroup Global Markets, Inc.

The Court held that the Joint Disclosure Statement contains
"adequate information" within the meaning of Section 1125 of the
Bankruptcy Code and thus, is approved in all respects.  The Court
held a Disclosure Statement Hearing on June 30, 2009, and another
hearing on July 2 to cure concerns relating to the Joint
Disclosure Statement.

Solicitation materials and documents are expected to be
distributed next week after the three Plan Sponsors finish
negotiations on the final offer details with respect to each of
their Plans, Steven Church of Bloomberg News reports.

The Joint Disclosure Statement has not yet been revealed while
the Plan Sponsors make final attempts to outbid each other.

The Disclosure Statement Order has authorized the Plan Sponsors
to make non-substantive changes to their respective Plans.  In
addition, the Debtors, in consultation with the Parent and
Harbinger, are authorized to make non-substantive changes to the
Joint Disclosure Statement, Ballots, Master Ballots, Confirmation
Hearing Notice, Solicitation and Tabulation Procedures, and
related documents without further Court order, including changes
to correct typographical and grammatical errors and to make
conforming changes prior to the documents' distribution.

"Hopefully there is going to be a new deal [this weekend,]"
Bloomberg News quoted Judge Schmidt as saying.  "And hopefully
the best deal is going to be solicited when it goes out on
Wednesday, [July 8, 2009]," Judge Schmidt added.

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the Voting Record Date for determining (i) the holders
of claims that are entitled to receive the Solicitation Package
pursuant to the Solicitation and Tabulation Procedures, and (ii)
holders of claims that are entitled to vote to accept or reject
the Plans will be July 2, 2009.

Any Objection to the confirmation of the Plans must be filed on
or before July 29, 2009.  Voting Deadline is on August 5.

Judge Schmidt previously scheduled the Confirmation Hearing to
take place August 10 to 14, 2009, with hearing extensions set for
August 17 through 19, if necessary.

The Court also approved the Solicitation and Tabulation
Procedures, the form of Ballots and Master Ballots, and the Joint
Voting Instructions, among others.

A full-text copy of the July 1 Disclosure Statement Order is
available for free at:

   http://bankrupt.com/misc/ASARCO_JointDS_Order_070209.pdf

                      About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATP OIL: Bank Debt Trades at 24% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 75.95 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.90 percentage points
from the previous week, The Journal relates.  The loan matures
Dec. 30, 2013.  The Company pays 475 basis points above LIBOR to
borrow under the facility.  The bank debt is one of the biggest
gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 3, 2009, among the 157
loans with five or more bids.  The bank debt is not rated by
Moody's and Standard & Poor's.

ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an
international offshore oil and gas development and production
company with operations in the Gulf of Mexico and the North Sea.
The company trades publicly as "ATPG" on the NASDAQ Global Select
Market.


B+H OCEAN: Obtains Waivers of Loan Covenant Breaches at Dec. 31
---------------------------------------------------------------
B+H Ocean Carriers Ltd. reported that on June 30 it had made
application for a 15-day extension for the filing of its 20-F
report including its financial statements for the period ended
December 31, 2008.  The Company also had been advised by certain
of its banks that they had approved the waivers that had been
requested for certain technical loan covenant defaults as of
December 31, 2008.

The Company had requested the waivers in May 2009, in the belief
that obtaining the waivers would lead to an unqualified audit for
the year ending December 31, 2008, with no reclassification of
long term debt as short term debt, and no going concern issue.
However, the Company said that during June, it was advised by its
auditors that, notwithstanding that waivers were being approved
for the loan covenant breaches in place December 31, 2008, given
the continuing deterioration of the shipping markets and the
passage of time from year end to the issuance of their opinion,
they would review all of the Company's loan covenants for
potential technical covenant breaches during 2009.

The Company stated that there is a possibility for such
prospective breaches during 2009, notwithstanding that no unwaived
breaches are in place for the period ending December 31, 2008.  It
added that this possibility may require the Company to state its
balance sheet reflecting the auditors' view that during 2009, some
or all of the Company's indebtedness may become subject to
acceleration.  The Company stated that it will continue to work
with its banks to obtain waivers of loan covenant breaches if and
when they occur, and that it expects any such efforts will be
successful, as was the recent round of waiver requests.  The
Company further said that it does not believe that its
indebtedness will be accelerated by its lenders, should further
loan covenant breaches be incurred.  The Company intends to file
its Form 20-F for the year ended December 31, 2008, by July 15,
2009.

                     About B+H Ocean Carriers

The Company was organized as a corporation under Liberian law on
April 28, 1988, to engage in the business of acquiring, investing
in, owning, operating and selling vessels for dry bulk and liquid
cargo transportation.  As of June 30, 2009, the Company owned and
operated two dry bulkcarriers, four medium-range product/chemical
tankers, one Panamax product tanker and five ore/bulk/oil
combination carriers.  The Company also owns a 50% interest in a
company which is the disponent owner of a 1992-built 75,000 DWT
Combination Carrier, effected through a lease structure. Each
vessel accounts for a significant portion of the Company's
revenues.  On July 29, 2008, the Company, through a wholly-owned
subsidiary, acquired an Accommodation Field Development Vessel
under construction, for delivery in the 1st quarter of 2010.


BALLY TOTAL: Closes Three Local Health Clubs in Houston
-------------------------------------------------------
As part of its reorganization efforts under Chapter 11 of the
Bankruptcy Court, Bally Total Fitness Corp. slated for closure
local health clubs at Houston, specifically the clubs located at
2500 Dunstan in the West U area; 7737 W. Bellfort; and 365 Sawdust
Road, according to the Houston Business Journal.

Bally was unable to "negotiate mutually beneficial terms" with
landlords of the properties, which resulted to the closures, Bally
spokesman Larry Larsen told the newspaper.

Houston, however, still has 12 existing Bally clubs, Mr. Larsen
noted.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Disclosure Statement Hearing Moved to July 9
---------------------------------------------------------
Bally Total Fitness Holding Corporation and its 42 debtor-
affiliates notified parties-in-interest that the hearing to
consider approval of their Disclosure Statement accompanying
their Joint Plan of Reorganization has been rescheduled to
July 9, 2009, beginning at 12:00 p.m., prevailing Eastern Time,
before Judge Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York.

The Disclosure Statement Hearing was originally scheduled for
July 15, 2009.

The Debtors noted that the Disclosure Statement, filed together
with the Chapter 11 Plan on June 10, 2009, contains ample and
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

Accordingly, the Disclosure Statement should be approved as
containing adequate information, the Debtors aver.

                         Objections

Cesar Carrera, Kevin Lai and Danna Brown, as plaintiffs in a class
certification lawsuit against the Debtors, argue that the
Disclosure Statement fails to disclose the existence of the
Carrera Action and its related pending appeal, which can have a
materially adverse effect upon the Debtors' finances and the
distributions under the Plan.

The Carrera Plaintiffs are holders of Class 1 Other Priority
Claims, Class 8 General Unsecured Claims and Unclassified
Administrative Claims.  The Carrera Action, which was denied by
the Bankruptcy Court in April 2009, was subjected to an Appeal
pending before the United States District Court for the Southern
District of New York.

Furthermore, the Carrera Plaintiffs maintain that the Debtors
should be required to disclose the terms of the Exit Facilities
five days prior to the Debtors' proposed Plan voting and
confirmation objection on August 7, 2009 -- instead of prior to
the Confirmation Hearing on August 18 -- to enable creditors to
review the primary funding mechanism prior to casting votes for or
against the Plan.

In a separate filing, U.S. Bank National Association says that the
Disclosure Statement does not contain adequate information within
the meaning of Section 1125 of the Bankruptcy Code because it:

  (i) fails to sufficiently explain the "Subordination
      Provisions" and their implications on the amount and
      timing of distributions to holders of Class 7 and Class 10
      Claims under the Plan;

(ii) is "silent" about the mechanics of the distribution of the
      Class 10 Distributions;

(iii) does not clearly preserve the rights and powers of the
      Indenture Trustee in post-Confirmation dispute concerning
      the effect of the Subordination Provisions; and

(iv) does not clearly inform holders of the potential impact of
      the Indenture Trustee fees and expenses that are not paid
      by the Debtors on holders of Allowed Class 7 and Class 10
      Claims.

U.S. Bank is the indenture trustee under an Indenture dated as of
October 1, 2008, with Bally Total Fitness Holding Corporation as
issuer, and other Debtor-subsidiaries as guarantors, pursuant to
which the Debtors issued 13% Senior Secured Notes due 2011.  U.S.
Bank has asserted claims for the principal and prepetition
interest owing on the Notes for $247,335,500 plus unliquidated
amounts on behalf of all Noteholders.

Parties have until July 6, 2009, to file their objections to the
Disclosure Statement.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Gets Assumption Extension for 21 Leases
----------------------------------------------------
At the behest of Bally Total Fitness Holding Corp. and its
affiliates, the U.S. Bankruptcy Court for the Southern District of
New York extended the period within which the Debtors must assume
a total of 21 unexpired leases of non-residential real property,
pursuant to consensually agreed Assumption Deadlines with
applicable landlords under two separate stipulations.

Complete lists of the Assumed Leases as of their Consensual
Assumption Deadlines are available for free at:

  * http://bankrupt.com/misc/19ConsensualDeadlines.pdf
  * http://bankrupt.com/misc/2ConsensualDeadlines.pdf

The Court's order is without prejudice to the Debtors' right to
seek further extensions upon written consent of the applicable
lessors.

Prior to the Court's approval, the Debtors filed amended copies of
the Stipulations to reflect technical, non-material changes.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Liquidation Analysis Under Bally II Plan
----------------------------------------------------
Pursuant to their Chapter 11 Joint Plan of Reorganization and
accompanying Disclosure Statement filed with the Court on
June 10, 2009, Bally Total Fitness Holding Corp. and its
affiliates note that a liquidation of their assets under Chapter 7
of the Bankruptcy Code would affect the ultimate proceeds
available for distribution to creditors and holders of interest in
their Chapter 11 Cases.

Specifically, the Debtors averred that a Chapter 7 Liquidation
would result to:

  (i) increased costs and expenses arising from fees payable
      to a trustee and professional advisors;

(ii) an erosion in the value of assets in the context of an
      expeditious liquidation and the "forced sale" atmosphere
      that would prevail; and

(iii) the substantial increase in claims, which would be
      satisfied on a priority basis or on parity with creditors
      in the Chapter 11 Cases.

To illustrate their contention, the Debtors supplemented their
Disclosure Statement accompanying their Chapter 11 Joint Plan with
a Liquidation Analysis, prepared by Houlihan Lokey Howard & Zukin
Capital, Inc., the Debtors' financial advisor.

The Liquidation Analysis assumes a coverage period of 6 months,
allowing for, among other things, the discontinuation of the
Debtors' operations, sale of assets, and collection of
receivables.

Because the estimated liquidation value of the Debtors' estates is
less than the amount of the Prepetition Revolver Facility Claims,
nothing would be available for distribution to holders of Allowed
Administrative Claims, Priority Claims or General Unsecured Claims
under a Chapter 7 Liquidation, according to Stephen D. Zide, Esq.,
at Kramer Levin Naftalis & Frankel LLP, in New York.

In this regard, the Debtors aver that the confirmation of their
Joint Chapter 11 Plan of Reorganization will provide each holder
of an Allowed Claim or Equity Interest with a recovery that is not
less what they will receive pursuant to a Chapter 7 Liquidation.

A full-text copy of Bally II's Liquidation Analysis is available
for free at:

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

Mr. Zide relates that underlying the Liquidation Analysis are a
number of estimates and assumptions that, although developed and
considered reasonable by management, are subject to economic and
competitive uncertainties and contingencies beyond the control of
the Debtors and their management.  He further notes that the
Liquidation Analysis is also based on assumptions with regard to
decisions that are subject to change.

Accordingly, the values reflected in the Analysis might not be
realized if the Debtors were, in fact, to undergo a Chapter 7
Liquidation, Mr. Zides maintains.

                     About Bally Total Fitness

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

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

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

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

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

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


BALLY TOTAL: Madeira Wants Stay Lifted to Pursue Civil Action
-------------------------------------------------------------
Patricia Madeira, for the Estate of Gedson Madeira, asks the Court
to lift the automatic stay pursuant to Section 362 of the
Bankruptcy Code, to allow her to proceed with a wrongful death
claim against the Debtors pending at the Massachusetts Superior
Court, captioned Patricia Madeira et al. v. U.S. Health Inc.,
doing business as Bally Total Fitness.

As set forth in the Complaint in the Massachusetts Action,
Ms. Madeira alleges that the Debtors negligently failed to
supervise and maintain the swimming pool located within the
premises of the Bally Total Fitness club in Revere, Massachusetts,
which resulted to Mr. Madeira's death.

Representing Ms. Madeira, Jonathan D. Sweet, Esq., at Swartz &
Swartz, in Boston, Massachusetts, notes that the Debtors have two
insurance policies available to cover the loss that Ms. Madeira
allegedly incurred, consisting of:

  (a) Primary policy with Lexington Insurance Company with
      coverage up to $2 million for each occurrence and a $4
      million general aggregate with a $250,000 self-insured
      retention provision; and

  (b) Umbrella policy with American Insurance Company with
      coverage up to $50 million for each occurrence and
      $50 million general aggregate.

According to Mr. Sweet, the Debtors will not be financially
prejudiced by the modification of the Stay for purposes of
allowing Ms. Madeira's Claim to proceed because the defense of the
Massachusetts Action likely will be continued to be provided by
defense counsel previously retained and appointed by the Debtors'
Insurers.

On the other hand, given her financial and personal loss, Ms.
Madeira has been greatly prejudiced by the Stay and will continue
to be so prejudiced absent the Court's approval of her request,
Mr. Sweet tells the Court.

                     About Bally Total Fitness

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

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

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

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

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

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


BBZ RESOURCE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
BBZ Resource Management, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Arizona.

According to court documents, BBZ Resource listed $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.

Furniture Today reports that several Better Business Bureau
offices started issuing alerts about BBZ Resource this month after
receiving more than 225 complaints from 40 states about its gift
card voucher program, offered as promotions by retailers including
furniture stores, electronics chains and car dealers, among
others.  Vouchers, according to Furniture Today, were sold to
retailers via brokers by BBZ.  The Oregon attorney general's
office is also conducting a probe on BBZ Resource as a possible
pyramid scheme, KNXV-TV says.  The BBB said that most of the
complaints were for non-receipt of gift cards, delays in getting
them, non-activation of the cards, or that they were only good for
a gas station outside of consumer's area, the report states.

BBZ Resource claimed the program was bonded and insured,
FurnitureToday relates, citing Kerry Lebensburger, Ashley
Furniture president of sales.

Mesa, Arizona-based BBZ Resource Management offered a free gas and
grocery voucher incentive program tied to purchases of furniture
and other products.


BERNARD MADOFF: Ezra Merkin Says Clients Aware of Madoff Deals
--------------------------------------------------------------
J. Ezra Merkin said in court documents that his clients were aware
their money was being invested with Bernard Madoff, contrary to
allegations made against him by New York Attorney General Andrew
Cuomo.

According to court documents, Mr. Cuomo had accused Mr. Merkin of
not disclosing and of "actively" obscuring that Mr. Madoff was
managing some or all of his clients' money.  Documents filed by
Mr. Merkin in court show that his funds specifically mentioned
their connection to Mr. Madoff or at least said that Mr. Merkin
was authorized to invest the funds' assets with third-party
managers.

Amir Efrati at The Wall Street Journal reports that Mr. Merkin
filed documents with the court, showing that some clients of his
funds and financial advisers had knowledge of the Madoff
connection.  WSJ relates that these clients include:

     -- Yeshiva University, where both Messrs. Merkin and Madoff
        were board members;

     -- Solaris Group, which was a financial adviser to at least
        one Merkin investor; and

     -- Union Bancaire Privee, or UBP, the biggest investor in
        Ascot.

According to WSJ, Mr. Merkin asked the court dismiss Mr. Cuomo's
complaint.

WSJ relates that a Solaris spokesperson said Mr. Merkin told the
firm that he himself was actively managing the school's money.
Mr. Merkin said that he helped arrange for some clients to meet
with Mr. Madoff to conduct their own due diligence, WSJ states.
According to the report, Mr. Merkin said that he arranged for a
four-person team from UBP to inspect Mr. Madoff's operations.

UBP said it lost $700 million from the fraud and was misled by Mr.
Madoff, WSJ reports.

Liz Rappaport, Robert Frank, and Kelly Crow at WSJ relates that
Mr. Merkin is selling a collection of Mark Rothko paintings and
Alberto Giacometti sculptures for $310 million, potentially
offering some payback to his defrauded investors.  WSJ states that
about $192 million of the proceeds could eventually be available
for Mr. Merkin's investors, while more than $100 million of the
sale proceeds will go to pay liens on the art, commissions on the
sales of the artwork, other fees, and taxes.

                     About Bernard Madoff

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

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

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


BOMBARDIER INC: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Bombardier Inc. to stable from positive and affirmed the company's
Ba2 corporate family and Ba2 senior unsecured ratings.  In
conjunction with the rating action, Moody's lowered the company's
speculative grade liquidity rating to SGL-3 from SGL-2.  The
outlook change reflects Moody's belief that the significant
reduction in demand for business jets is likely to pressure
Bombardier's operating results through the near term.
Consequently, in Moody's opinion, Bombardier's fundamentals are no
longer expected to support a ratings upgrade through the next
year.  The potential for increased cash consumptiveness associated
with lower Aerospace order and delivery activity is the basis for
lowering the Company's liquidity rating to SGL-3.

This rating has been downgraded:

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

These ratings have been affirmed:

  -- Corporate family rating at Ba2

  -- Probability of default rating at Ba2

  -- Senior unsecured debt rating at Ba2 (to LGD4, 53% from LGD4,
     52%)

Outlook Actions:

  -- Outlook, Changed To Stable From Positive

Despite the material deterioration in the outlook for business
jets through 2009, more significant downward rating action is
contained by the ample financial flexibility that Bombardier
amassed in its Ba2 rating through the recent cyclical upswing.
Darren Kirk, lead Analyst with Moody's explained, "Bombardier
entered the downturn with strong levels of profitability and
modest levels of leverage for its rating category".  Mr. Kirk
added, "these traits are further enhanced by the company's
sizeable cash balances which provides additional capacity to
absorb expected near term operating pressures".

Bombardier's rating considers that its large and diversified
backlog levels in each of its two main business segments should
offer resilience against the severity of the current downturn.
Moody's expects the Transportation segment, in particular, to
demonstrate continued earnings momentum as prospects for that
business remain attractive despite broader economic declines.
This should provide a partial offset to the pressures in the
Aerospace segment, which is likely to face elevated risks through
the next several years, as the demand for business jets
potentially remains weak and the company begins to increase
capital spending related to the development of its CSeries
aircraft.  Moody's notes that while the company has received firm
orders for 50 units to date, this level is below Moody's prior
expectations, indicating incremental risks associated with the
ultimate success of the aircraft.

Bombardier's cash balances are currently sizeable in Moody's
opinion.  Nonetheless, Moody's believes that these funds have the
potential to erode meaningfully should business jet order activity
and deliveries remain suppressed.  While Bombardier does not have
any material near term debt maturities and covenant cushion for
its committed letter of credit facilities are considered good, the
company lacks committed bank operating lines for funded borrowing
purposes.  The potential for a sharp reduction in balance sheet
liquidity together with the company's sole reliance on internal
cash sources for its liquidity needs is the catalyst for lowering
its liquidity rating to SGL-3 from SGL-2, indicating "adequate"
rather than "good" liquidity.

Moody's last rating action on Bombardier was on May 7, 2008, at
which time the rating outlook was changed to positive from stable.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
transportation markets.


BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on recreational products manufacturer
Bombardier Recreational Products Inc. to 'SD' (selective default)
from 'CC'.

At the same time, S&P lowered the rating on BRP's US$790 million
senior secured term loan two notches to 'D' from 'CC'.  The
recovery rating on the term loan is unchanged at '4', indicating
S&P's expectation of average (30%-50%) recovery for lenders in the
event of a payment default.  S&P also removed all ratings from
CreditWatch negative, where they were placed Nov. 24, 2008.

In addition, Standard & Poor's affirmed the 'B' debt rating on the
company's C$250 million senior secured revolving credit facility,
which was not on CreditWatch.  The recovery rating on BRP's
revolving credit facility is unchanged at '1', indicating an
expectation of very high (90%-100%) recovery in a default
scenario.

"These rating actions follow the settlement of the company's
below-par debt tender offer, which S&P view as tantamount to
default," said Standard & Poor's credit analyst Lori Harris.

Under S&P's criteria (see related research link below), S&P views
a formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.

The company has approval from its bank group, through an amendment
to the credit agreement, to repurchase up to US$250 million of its
term debt below par until April 30, 2010.  The debt repurchases
are being funded by the injection of additional capital from
shareholders and outside sources.  S&P believes the revised
capital structure could reduce BRP's cash interest expense in the
next couple of years and lower the company's debt outstanding.

"We expect to assign a new corporate credit rating to BRP,
representative of S&P's assessment of its credit risk, in the very
near term," Ms. Harris added.  However, S&P expects to keep in
place the 'D' rating on the term facility through April 30, 2010,
or upon completion of the company's US$250 million debt buyback.


BRUNSWICK CORP: S&P Affirms Rating on Senior Unsec. Debt to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level rating
on Brunswick Corp.'s senior unsecured debt at 'B-' (the same level
as the 'B-' corporate credit rating on the company).  S&P removed
the rating from CreditWatch, where it was placed with negative
implications Nov. 11, 2008.  The recovery rating remains unchanged
at '4', indicating S&P's expectation of average (30% to 50%)
recovery for debtholders in the event of a payment default.

The affirmation and CreditWatch removal reflect S&P's view that
the strength of Brunswick's core brands and the leadership
positions of its Boat, Fitness, and Marine segments will preserve
the company's enterprise value, and will provide a good foundation
to reorganize under S&P's simulated default scenario.

The corporate credit rating on Brunswick is 'B-' and the rating
outlook is negative.  (The corporate credit rating was not
previously on CreditWatch.)  The 'B-' rating reflects the sharp
decline in the company's profitability because of difficult
recreational marine conditions and low prospect for an industry
turnaround over the intermediate term.  Brunswick's liquidity is
an additional concern.  Erosion of demand and cutbacks in
production will cause accounts receivable and inventory
liquidation, aiding cash flow generation temporarily in 2009;
however, if business deterioration does not moderate by 2010,
these benefits, as well as lower capital expenditures, are
unlikely to offset cash flow pressures from declining demand.  The
result could be a discretionary cash deficit and increased
vulnerability to economic, industry, and credit market
fluctuations.

                          Ratings List

                         Brunswick Corp.

             Corporate Credit Rating   B-/Negative/--

                             Affirmed

                          Brunswick Corp.

                                    To      From
                                    --      ----
          Senior Unsecured          B-      B-/Watch Neg
            Recovery Rating         4       4


BUCKEYE TECHNOLOGIES: Moody's Reviews Ratings for Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed all the ratings of Buckeye
Technologies Inc. on review for possible upgrade.  This action
follows Buckeye's announcement on July 1, 2009 that it has called
for redemption prior to their maturity $110 million in aggregate
principal amount of the company's 8% senior subordinated notes due
2010.  The 2010 notes will be redeemed on July 31, 2009 using
drawings from the company's revolving credit facility and cash on
hand.

The review for possible upgrade will focus on Buckeye's post-
redemption capital structure, liquidity profile, and expected run
rates in each of its business segments.

Moody's placed these ratings on review:

  -- $200 million senior unsecured notes due 2013, B2 (LGD4, 62%)

  -- $111 million senior subordinated notes due 2010, B3 (LGD6,
     91%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is
a producer of specialty fibers and non-woven materials sold to
makers of consumer and industrial goods.  The company is publicly
held (BKI) and generated revenues of $793 million in the twelve
months ended March 31, 2009.


CANADIAN SUPERIOR: BG Int'l Issues ROFR Notice on Centrica Deal
---------------------------------------------------------------
Canadian Superior Energy Inc. has received from BG International
Limited a notice of election regarding BGI's right of first
refusal dated June 30, 2009, in respect of the agreement of
purchase and sale dated June 1, 2009 between Canadian Superior and
Centrica Resources Limited.

Canadian Superior has said that, as part of its restructuring
pursuant to the Companies' Creditors Arrangement Act, it has
reached an agreement with Centrica plc, under which Centrica will
acquire from Canadian Superior a 45% interest in Block 5(c),
located offshore Trinidad, for US$142.5 million in cash.  The
Centrica agreement is subject to the satisfaction of certain
conditions including pre-emption rights from existing field
partners and to the approval by the Court of Queen's Bench of
Alberta, and by the Ministry of Energy and Energy Industries of
the Government of Trinidad and Tobago.

BGI's right of first refusal with respect to the Company's
interest in Block 5(c) arises pursuant to a joint operating
agreement among Canadian Superior, BGI and Challenger Energy Corp.

As reported by the Troubled Company Reporter on June 23, 2009,
Canadian Superior and Challenger Energy entered into an
arrangement agreement providing for the acquisition by Canadian
Superior of Challenger.  Canadian Superior will acquire all of the
outstanding common shares of Challenger in exchange for the
issuance of 0.51 of a common share of Canadian Superior for each
outstanding Challenger Share.

Based on the 20 day volume weighted average trading price of the
Canadian Superior Shares, the exchange ratio equals a price of
C$.4345 per Challenger Share and represents a 36% premium to
Challenger's closing trading price on June 18, 2009 and a 15%
premium to the 20 day volume weighted average trading price of the
Challenger Shares.  The total transaction value, including the
assumption of roughly C$54.4 million in Challenger's net debt, is
roughly C$77.8 million.

Characteristics of the Pro Forma Company:

   -- Current Western Canadian production of roughly 3,050 boepd
      (85% natural gas); with an additional 300 boepd behind pipe
      and over 146,000 net undeveloped in Alberta and BC;

   -- A diversified suite of oil and natural gas exploration and
      development assets located in Canada, Trinidad and Tobago,
      and North Africa and a liquefied natural gas ("LNG") project
      located on the east coast of the United States;

   -- A market capitalization in excess of C$160.6 million (based
      on the current trading price of the Canadian Superior
      Shares);

   -- Approximately 195.8 million shares outstanding.

Canadian Superior intends to exit CCAA with these assets in place
-- a 25% interest in Block 5(c) and its MG exploration block, both
in Trinidad, all of its Western Canadian producing properties, its
interest in the 7th of November block offshore Libya and Tunisia,
its Liberty Natural Gas LNG project in New Jersey, and its
offshore Nova Scotia exploration acreage.  In addition the Company
will reconstitute its Board of Directors, make additions to senior
management, and also intends to have in place a new undrawn credit
facility, with sufficient funding to execute its anticipated 18-
month capital program.

                 Transaction Terms and Conditions

The transaction is to be effected by way of an arrangement under
the Canada Business Corporations Act.  Completion of the
Arrangement, which is anticipated to occur in late August, is
subject to, among other things, the requisite approval of the
holders of Challenger Shares (Challenger Shareholders), the
approval of the Court of Queen's Bench of Alberta, the receipt of
all necessary regulatory and stock exchange approvals, and certain
closing conditions that are customary for a transaction of this
nature.

The Board of Directors of Challenger has unanimously determined
that the proposed Arrangement is in the best interests of, and
fair to, Challenger and its stakeholders, and unanimously
recommends that Challenger Shareholders vote in favour of the
Arrangement at the upcoming meeting.  Each of the directors and
officers of Challenger, who collectively hold approximately 2% of
the outstanding Challenger Shares, have agreed to enter into
support agreements pursuant to which each has agreed to vote in
favour of the Arrangement.

The Arrangement Agreement prohibits Challenger from soliciting or
initiating any discussion regarding any other business combination
or sale of material assets, contains provisions for Canadian
Superior to match competing, unsolicited proposals and provides
for a mutual C$3 million termination fee payable in certain
circumstances.

                        Financial Advisors

Jennings Capital Inc. is acting as financial advisor to the
Independent Committee of the Board of Directors of Canadian
Superior with respect to the Arrangement and has advised the
Independent Committee and the Board of Directors of Canadian
Superior that it is of the opinion that the consideration to be
offered by Canadian Superior pursuant to the proposed Arrangement
is fair, from a financial point of view, to Canadian Superior and
its shareholders.

Peters & Co. Limited is acting as financial advisor to Challenger
in connection with its review of strategic alternatives and the
Arrangement and has advised the Board of Directors of Challenger
that it is of the opinion, as of the date hereof, that the
consideration to be received by the Challenger Shareholders
pursuant to the proposed Arrangement is fair, from a financial
point of view, to the Challenger Shareholders.

                      Extension of CCAA Stay

As reported by the TCR on June 9, 2009, Challenger Energy has been
granted an extension of the stay of proceedings to July 24, 2009,
to the previous court order that was granted on April 20, 2009,
which had extended the stay of proceedings from April 20, 2009, to
June 4, 2009, from the Court of Queen's Bench of Alberta, Judicial
District of Calgary for protection under the Companies' Creditors
Arrangement Act (Canada).

The TCR also said Canadian Superior Energy's application to the
Court of Queen's Bench of Alberta for an Order under the
Companies' Creditors Arrangement Act (Canada) to extend its CCAA
protection has been granted, allowing the Company to continue to
prepare a plan of arrangement for its creditors, and staying all
claims and actions against the Company and its assets.  The
extension under the Order granted will be in effect until July 24,
2009, at which time the matter will be reviewed by the Court.

                  About Canadian Superior Energy

Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a
Calgary, Alberta, Canada based diversified global energy company
engaged in the exploration and production of oil and natural gas
with operations or projects located in Canada, Trinidad and Tobago
and North Africa.  Canadian Superior is also developing a
liquefied natural gas project on the East Coast of the United
States.

                      About Challenger Energy

Challenger Energy Corp. -- http://www.challenger-energy.com/-- is
a Calgary, Alberta, Canada based oil and gas exploration company
which has invested approximately US$80.1 million in exploration
expenditures in Block 5(c) offshore Trinidad and Tobago.


CHARLES TRINH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Charles Trinh
        13615 Layhill Ct.
        Houston, TX 77077

Bankruptcy Case No.: 09-34652

Chapter 11 Petition Date: July 2, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: (281) 332-4808
                  Email: jpnorman@gipsonandnorman.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 Mr. Trinh.


CHARTER COMM: 30 Affiliates' Schedules of Assets and Debts
----------------------------------------------------------
Thirty debtor-affiliates of Charter Communications, Inc., reported
assets ranging from $0 to $350,000,000:

Debtor                               Assets       Liabilities
------                               ------       -----------
CC V Holdings, LLC             $321,688,276   $11,084,447,072
CC VIII Operating, LLC          468,170,846    12,285,622,930
CCO Holdings, LLC               319,106,134    12,027,301,203
CC Systems, LLC                 292,371,896    10,859,720,361
CCH II, LLC                     243,853,965     2,568,361,578
CC VIII Holdings, LLC           232,616,797    10,851,830,275
CC Michigan, LLC                152,214,547    10,874,265,341
Cable Equities Colorado, LLC     44,777,039    11,013,316,154
American Cable Entertainment     33,247,986    10,852,652,618
  Company, LLC
CC 10, LLC                       25,011,742    10,852,702,740
CC VIII Leasing of Wisconsin LLC  8,718,856    10,851,830,275
CCH I, LLC                        3,838,220     4,169,888,312
CC VIII, LLC                      2,016,199    11,147,168,451
CCO NR Holdings, LLC              1,126,779    10,851,904,467
Ausable Cable TV, Inc.              648,839    10,851,860,197
Athens Cablevision, Inc.            428,500    10,851,830,275
CC Fiberlink, LLC                   370,391    10,851,839,065
CC VI Operating Company, LLC             --    11,811,750,491
Cable Equities of Colo. Mgmt. Corp.      --    10,851,830,275
CCO Purchasing, LLC                      --    10,851,830,275
CCH I Capital Corp.                      --     4,169,888,312
CCH I Holdings, LLC                      --     2,625,067,786
CCH I Holdings Capital Corp.             --     2,625,060,226
CCH II Capital Corp.                     --     2,568,361,578
CCO Holdings Capital Corp.               --       822,061,578
CCHC, LLC                                --        77,025,671
CCO Fiberlink, LLC                       --                --
CC VI Fiberlink, LLC                     --                --
CC VII Fiberlink, LLC                    --                --
CC VIII Fiberlink, LLC                   --                --

A large chunk of the Debtors' liabilities are owed to JPMorgan
Chase Bank, N.A., for various loans.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.  As of
March 31, 2009, the Debtors had total assets of $13,650,000,000,
and total liabilities of $24,501,000,000.

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


CHARTER COMM: 30 Affiliates' Statements of Financial Affairs
------------------------------------------------------------
Thirty debtor-affiliates of Charter Communications, Inc.,
separately filed with the Court their statements of financial
affairs:

   (1) American Cable Entertainment Company, LLC;
   (2) Athens Cablevision, Inc.;
   (3) Ausable Cable TV, Inc.;
   (4) Cable Equities Colorado, LLC;
   (5) Cable Equities of Colorado Management Corp.;
   (6) CC 10, LLC;
   (7) CC Fiberlink, LLC;
   (8) CC Michigan, LLC;
   (9) CC Systems, LLC;
  (10) CC V Holdings, LLC;
  (11) CC VI Fiberlink, LLC;
  (12) CC VI Operating Company, LLC;
  (13) CC VII Fiberlink, LLC;
  (14) CC VIII Fiberlink, LLC;
  (15) CC VIII Holdings, LLC;
  (16) CC VIII Leasing of Wisconsin, LLC;
  (17) CC VIII Operating, LLC;
  (18) CC VIII, LLC;
  (19) CCH I Capital Corp.;
  (20) CCH I Holdings Capital Corp.;
  (21) CCH I Holdings, LLC;
  (22) CCH I, LLC;
  (23) CCH II Capital Corp.;
  (24) CCH II, LLC;
  (25) CCHC, LLC;
  (26) CCO Fiberlink, LLC;
  (27) CCO Holdings Capital Corp.;
  (28) CCO Holdings, LLC;
  (29) CCO NR Holdings, LLC; and
  (30) CCO Purchasing, LLC.

The Debtor-Affiliates disclosed that they earned these amounts
from employment or operation of business within two years prior to
the commencement of the bankruptcy cases:

                          YTD 2009       FY 2008       FY 2007
                          --------       -------       -------
CC VIII Operating    $118,252,370    $4,895,981  $671,803,167

CC Michigan, LLC       37,082,590   211,570,309   195,989,877

Cable Equities         10,655,194    68,005,739    64,864,376
Colorado, LLC

CC 10, LLC              8,688,146    52,867,981    50,341,415

American Cable          6,531,617    40,615,980    39,721,753
Entertainment Co. LLC

CC VIII Leasing of        774,324     4,528,813             0
Wisconsin, LLC

Ausable Cable TV Inc.     237,791     1,375,912     1,300,255

CC VIII, LLC               15,409   712,216,807             0

CC Fiberlink, LLC           4,055         9,065            --

CC VI Fiberlink, LLC            0       704,601             0

These Debtor-Affiliates also earned income other than from
employment or operation of business:

                          YTD 2009       FY 2008       FY 2007
                          --------       -------       -------
CC V Holdings, LLC    $61,821,495   $18,155,358   $21,301,453
CCH II, LLC             1,675,808    14,955,765    17,674,661
CC VIII Holdings, LLC   1,631,613    14,300,070    16,778,091
CCO Holdings, LLC         780,770    19,549,953    22,976,052
CC VIII Operating, LLC    209,673     1,836,984     2,155,497
CC Michigan, LLC            6,401       188,907       360,334
CCH I, LLC                    942        77,746       186,608
CCH I Holdings, LLC           375        42,377       101,702
CC Systems, LLC                 0        17,198        81,361
CCHC, LLC                      --            --       533,204
Ausable Cable TV, Inc.         --            --            26

Within the 90 days immediately preceding the Petition Date, these
Debtor-Affiliates paid creditors on account of debts, which are
not primary consumer debts:

  Debtor                                      Amount
  ------                                      ------
  CC Systems, LLC                       $109,698,181
  CC Michigan, LLC                        65,905,416
  CCH I Holdings, LLC                     61,910,149
  CC VIII Operating, LLC                  31,468,269
  American Cable Entertainment Co. LLC     2,439,661
  Cable Equities Colorado, LLC             3,153,593
  CC 10, LLC                               2,008,425
  CCO NR Holdings, LLC                     1,668,136
  Ausable Cable TV, Inc.                      78,831
  CC Fiberlink, LLC                           32,421
  CC VI Fiberlink, LLC                        19,329
  CC VIII, LLC                                33,362
  CCO Holdings, LLC                            7,000

The Debtor-Affiliates also made payments within one year
immediately preceeding the commencement of their Chapter 11 cases
to or for the benefit of creditors, who are or were insiders:

  Debtor                                      Amount
  ------                                      ------
  CCO Holdings, LLC                     $885,285,943
  CCH I Holdings, LLC                     73,207,215
  CCH I, LLC                             306,262,135
  CCH II, LLC                            744,832,795

These Debtor-Affiliates are parties to certain suits and
administrative proceedings within a year prior to the Petition
Date:

                                           Nature of
Debtor              Case Name             Proceeding
------              ---------             ----------
CC 10, LLC          Mifsud vs. Charter    Tort

CC Systems, LLC     Dan Kirchhoefer       Closed claims

CC V Holdings LLC   Charter vs. Irell     Malpractice
                     & Manella

CC VI Operating     Chamberlain vs.       Easement
Company, LLC        Charter

CC VIII Operating   Employer's Mutual     N/A
LLC                 Casualty Companies

CC VIII Operating   Employer's Mutual     N/A
LLC                 Casualty Companies

CC VIII Operating   Lattimore's Mobile    N/A
LLC                 Home Sales, Inc

CC VIII Operating   Wieland, Beverly      Property Damage
LLC

CC VIII, LLC        Charter vs.           Tax
                     Wisconsin DOR

CCO Purchasing LLC  Massachusetts         Tax
                     Department of
                     Revenue vs. Charter

Within one year before the Petition Date, these Debtor-Affiliates
gave gifts:

  Debtor                                      Amount
  ------                                      ------
  CC Systems, LLC                            $21,547
  American Cable Entertainment Co. LLC         1,534
  CC VIII Operating, LLC                         503

CC Michigan, LLC, revealed that it transferred various Michigan
systems amounting to $530,800 out of the ordinary course of its
business or financial affairs to Michigan Cable Partners, Inc.,
and Town and Country Cable and Telecommunications, LLC, within two
years immediately preceding the commencement its bankruptcy case.

CC Fiberlink, LLC, CC Systems, LLC, CC VIII Operating, LLC, CCHC,
LLC, and CC V Holdings, LLC, disclosed that they closed their
financial accounts with US Bank.

CC VIII Operating, LLC, also discloses that it made other
transfers within two years prior to the Petition Date to:

  -- Midcontinent Communications for $33,000,000;
  -- CC VIII Leasing Of Wisconsin LLC for $11,392,538; and
  -- Cannon Valley Cablevision, Inc., for $2,400,000.

Certain creditors of these Debtor-Affiliates made set-offs against
debts or deposit within the 90 days before the Petition Date:

  Debtor                                      Amount
  ------                                      ------
  CC VIII Operating, LLC                    $174,649
  CC Michigan, LLC                            62,032
  Cable Equities Colorado, LLC                37,706
  CC 10, LLC                                  29,176
  American Cable Entertainment Co. LLC         9,198

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.  As of
March 31, 2009, the Debtors had total assets of $13,650,000,000,
and total liabilities of $24,501,000,000.

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


CHARTER COMM: Paul Allen Discloses 49.11% Stake as of June 19
-------------------------------------------------------------
In a Form 13D regulatory filing with the Securities and Exchange
Commission dated June 19, 2009, Charter Communications Inc.'s
chairman and controlling shareholder, Paul G. Allen, discloses
that he owns an aggregate of 378,917,818 shares issued by Charter
Communications Inc., which represents 49.11% beneficial ownership
of Class A Common Stock and 90.61% of voting power.

Mr. Allen has sole voting and dispositive power over the
378,917,818 shares.

Mr. Allen's Shares represent:

  (a) 10,000 vested options to acquire shares of Class A Common
      Stock of Charter; and

  (b) shares of Class A Common Stock into which these interests
      may be converted:

      * 50,000 shares of directly held Charter Class B Common
        Stock;

      * 364,026,266 Class A Common Membership Units of Charter
        Communications Holding Company, LLC, held by Charter
        Investment, Inc., including the exchange of the CCHC
        Note into 39,725,787 Class A Units; and

      * 14,831,552 Class C Common Membership Units of Charter
        Holdco held by CII.

CII has an exchange option with Charter giving it the right to
exchange both its Class A Units and Class C Units -- the Class B
Common Stock Equivalents -- for shares of Class B Common
Stock of Charter on a one-for-one basis.  Charter's Class B Common
Stock is convertible at any time into Class A Common Stock on a
one-for-one basis.  Mr. Allen is the sole stockholder of CII.  He
is, therefore, deemed to have beneficial ownership of all of the
Class B Common Stock Equivalents held by CII.

Because Mr. Allen is the ultimate controlling person of CII, he is
a beneficial owner who effectively has sole voting power with
respect to the Class B Common Stock Equivalents held by CII;
however, because CII is the record holder of the Class B Common
Stock Equivalents, CII may be deemed to share voting power with
Mr. Allen over the Class B Common Stock Equivalents.

The calculation of Mr. Allen's 49.11% beneficial ownership
percentage assumes that:

  (i) the 50,000 shares of Class B Common Stock held by Mr.
      Allen have been converted into shares of Class A Common
      Stock; and

(ii) all Class B Common Stock Equivalents held by CII or that
      CII has the right to acquire have been exchanged for
     shares of Class A Common Stock.

Each share of Charter Class B Common Stock has the right to a
number of votes determined by multiplying (i) ten, and (ii) the
sum of (1) the total number of shares of Class B Common Stock
outstanding, and (2) the aggregate number of Class B Common Stock
Equivalents, and dividing the product by the total number of
shares of Class B Common Stock outstanding.  The calculation of
this percentage assumes that Mr. Allen's equity interests are
retained in the form that maximizes voting power.

Charter Investment, Inc., also reveals it shares voting and
dispositive power over the 378,857,818 shares.  The 378,857,818
shares represent Class A Common Membership Units and Class C
Common Membership Units of Charter Communications Holding Company,
LLC  directly held by CII.

According to the filing, W. Lance Conn has been removed as a vice
President of CII.  Mr. Conn resigned as vice president, effective
May 13, 2009.

Jo Allen Patton, director and President of CII, beneficially owns
129,540 shares of Class A Common Stock.

In a regulatory filing with the SEC on June 18, Mr. Allen
disclosed that he has sold and disposed 28,467,421 of his shares
of Charter Communications Inc. Class A common stock in private
transactions at a per share price of $0.000035.

No other information is released regarding the transaction that
took place on June 17, 2009.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.  As of
March 31, 2009, the Debtors had total assets of $13,650,000,000,
and total liabilities of $24,501,000,000.

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


CHARTER COMM: Q Investment Asks for Official Equity Committee
-------------------------------------------------------------
Q Investments, L.P., asks the U.S. Bankruptcy Court for the
Southern District of New York to issue an order compelling the
United States Trustee for Region 2, Diana G. Adams, to appoint an
official committee of equity security holders in the Debtors'
Chapter 11 cases.

Q Investments is a family of funds through which one of its funds,
R2 Investments LDC, holds 18,550,336 shares, representing
approximately 4.7% of the total shares outstanding of Class A
Common Stock issued by Charter Communications, Inc.

Representing Q Investments, Mark B. Joachim, Esq., at Bracewell &
Giuliani LLP, in Hartford, Connecticut, argues that the
appointment of an Equity Committee is clearly justified and
absolutely necessary because while the Debtors repeatedly boast
about their earnings success and the operational soundness of
their business, they are attempting to fast-track a prearranged
plan negotiated among only the Debtors, their controlling
shareholder, Paul Allen, and certain of their bondholders known as
the Crossover Committee.  Mr. Joachim alleges that the Prearranged
Plan wipes out all of Charter's equity holders, except for Mr.
Allen.

"The Prearranged Plan then delivers to Mr. Allen and the Crossover
Committee a sweetheart deal that includes the potential for
substantial profit for certain insiders . . . at the expense of
the non-insider equity holders who have not been afforded a voice
to date," Mr. Joachim says.  He points out that, among other
things, appointment of an Equity Committee is necessary to
adequately represent the interests of non-insider equity security
holders.

In a declaration, Mr. Joachim stated that the Prearranged Plan was
negotiated prepetition, at a time when the markets were at
historic lows.  Mr. Joachim  said he believes the Prearranged Plan
was necessitated by poor market conditions, and that recent market
trends have shown marked improvements.

However, Judge Peck denied the request to appoint an Equity
Committee.  According to a report from Bloomberg News, Judge Peck
said that an equity committee represents an unnecessary threat to
the viability of plan confirmation, and that its formation would
come at a great cost to the estates.  He added that formation of a
new committee would delay confirmation of a plan by at least 60
days.

Prior to the order, Law Debenture Trust Company of New York, as
the Indenture Trustee with respect to the $479 million in
aggregate principal amount of 6.50% Convertible Senior Notes due
2027 issued by Charter, submitted a limited response and
reservation of rights to Q Investments' request.  The Indenture
Trustee pointed out that the Equity Committee Request raises
several important issues that it will similarly raise at the
confirmation hearing on the Debtors' Plan.

In response, the Debtors asked Judge Peck to deny the Request
saying it is unnecessary, unjustified and untimely.  The Debtors
argued that (i) an equity committee is necessary only where equity
holders establish there is a substantial likelihood the holders
will receive a meaningful distribution, (ii) the request did not
cite a single case, where an official committee of equity security
holders was appointed after a disclosure statement had been
approved, much less after plan voting had closed, and (iii) the
request was untimely, and that Q Investments did not object to the
Debtors' disclosure statement despite its ownership of the CCI
Notes, a significant portion of which was purchased postpetition.

The Official Committee of Unsecured Creditors and the Ad Hoc
Committee of Holders of CCH I Notes and CCH II Notes also
separately filed objections to the Request to appoint.  They noted
that the sought appointment at this stage of the bankruptcy cases
could result in a delay of the proceedings, including the
timetable for confirmation of the Prearranged Plan, and would
result in unnecessary expense to the bankruptcy estates, to the
detriment of unsecured creditors.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.  As of
March 31, 2009, the Debtors had total assets of $13,650,000,000,
and total liabilities of $24,501,000,000.

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


CHARTER COMM: U.S. Trustee Says Reorganization Plan Unconfirmable
-----------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, objects to
the confirmation of Charter Communications Inc. and its
affiliates' Chapter 11 Plan of Reorganization asserting that it
contains improper non-debtor releases that render the Plan
unconfirmable.

Ms. Adams explains that the Plan provides for the release of
certain non-debtors from causes of action brought by, among
others, the Debtors' equity holders.  The Debtors' contend that
the releases are justified because they are part of a settlement,
which constitutes an integral part of the Plan.

According to Ms. Adams, the proposed Releases have not met the
standards of as set forth in Deutsche Bank AG v. Metromedia Fiber
Network, Inc. (In re Metromedia Fiber Network, Inc.), 416 F, 3d
136, 141.  She notes that:

  -- certain of the non-debtors, who are proposed releasees, are
     not contributing funds into the bankruptcy estates;

  -- equity holders are not consenting to the Releases;

  -- equity holders are not receiving any distribution under the
     Plan; and

  -- the proposed non-debtor release provisions cover illegal
     activities, including violations of federal and state
     securities laws.

"[T]he proposed non-debtor releasees appear to be acting in their
own self-interest and seek to use those actions to justify
enjoining equity holders, whose rights are extinguished under the
Plan," Ms. Adams tells Judge Peck.  Hence, she asserts, the non-
debtor release provisions are not justified and, therefore, at
least as applied to equity holders, should not be approved.

                 About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation
consultants are Duff & Phelps LLC; the Debtors' financial advisors
are Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants are AlixPartners LLC.  The Debtors' regulatory counsel
is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC.  As of
March 31, 2009, the Debtors had total assets of $13,650,000,000,
and total liabilities of $24,501,000,000.

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


CHRYSLER LLC: Assets out of Bank. With No Liability for Defects
---------------------------------------------------------------
Fiat S.p.A. and the U.S. government took assets of Chrysler LLC
out of bankruptcy without liability for product defect claims
involving vehicles sold by the pre-bankruptcy company, Law firm
Lane & Lane, LLC, said.

Chrysler's merger with Italian automaker Fiat is now official, and
consumers injured or families of those who are killed in a
defective pre-bankruptcy Chrysler will have no legal recourse.

Chrysler can be held liable for injuries or deaths caused by
defective vehicles purchased after the bankruptcy.  If the defect
causing the injury was a component manufactured by a company other
than Chrysler, actions may still be brought against those other
companies whose products may have caused accidents.

Consumers can't sue Chrysler for defective vehicles sold before
the bankruptcy, but they still have the legal protections of
"lemon laws."  Lemon laws differ from state to state, but in
general they protect consumers who purchase vehicles that have
repeated, costly mechanical problems.

To be covered by the Illinois lemon law, the vehicle must have a
problem that substantially affects its use, market value or
safety.  A dealer must have tried and failed to fix the problem at
least four times and the vehicle must be out of service for a
total of 30 business days or more.  Used cars aren't covered by
the Illinois lemon law.

If the new vehicle -- purchased or leased -- meets all of those
standards, the owner might be eligible to get a vehicle exchange
or refund of the purchase price from the dealer.

The Attorney General of Illinois urges all owners of new or leased
vehicles to keep all receipts and records pertaining to vehicle
repairs.

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)


CLAIRE'S STORES: Bank Debt Trades at 44% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 55.63 cents-on-the-
dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.75 percentage points from
the previous week, The Journal relates.  The loan matures May 29,
2014.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Caa2 rating and
Standard & Poor's B- rating.  The bank debt is one of the biggest
gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 3, 2009, among the 157
loans with five or more bids.

Claire's Stores, Inc., -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores has two store
concepts: Claire's(R) and Icing(R).  Icing operates only in North
America; Claire's operates worldwide.  As of January 31, 2009,
Claire's Stores, Inc. operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

At May 2, 2009, Claire's Stores has $2,877,264,000 in assets,
$212,884,000 in current liabilities and $2,743,540,000 in long-
term liabilities (for $2,956,424,000 in total liabilities).


CLEAR CHANNEL: Bank Debt Trades at 41% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 59.00 cents-on-the-dollar during the week ended July 3, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.58
percentage points from the previous week, The Journal relates.
The loan matures Jan. 30, 2016.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Caa2 rating and Standard & Poor's CCC rating.  The bank
debt is one of the biggest gainers and losers among widely-quoted
syndicated loans in secondary trading in the week ended July 3,
2009, among the 157 loans with five or more bids.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion.


CLOSED FIRST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Closed First, Inc.
        5100 N. Dixie Hwy, Suite 200
        Oakland Park, FL 33334

Bankruptcy Case No.: 09-23608

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2, St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Email: dmbrownpa@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Stephen Lalonde, president of the
Company.


COACHELLA VALLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Coachella Valley Desert Communities Inc
        23195 La Cadena Ste 101
        Laguna Hills, CA 92653

Bankruptcy Case No.: 09-16613

Chapter 11 Petition Date: July 1, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Timothy L. McCandless, Esq.
                  15647 Village Dr
                  Victorville, CA 92392
                  Tel: (760) 298-2057
                  Fax: (909) 382-9956

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 Richard Adams, CEO of the Company.


CONTECH LLC: Asks Court to Convert Case to Chapter 7
----------------------------------------------------
Contech U.S., LLC, MAG Contech, LLC and Contech, LLC ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to convert
their Chapter 11 cases to liquidation proceedings under Chapter 7
of the Bankruptcy Code.

Contech has sold substantially all of the assets of its castings
group unit to Revstone Industries, and steel products group unit
to another party.  It also has sold the shares of non-debtor
affiliate Contech U.K. to Hicorp 46 Limited.

The Debtors also noted their DIP facility matures July 10, 2009.
The Debtors said the lenders are not willing to extend the
maturity date of the facility, and thus would have no means to
fund their Chapter 11 case following maturity.  The DIP loan was
originally set to mature April 30, 2009, but was extended twice.

The Debtors excluded a facility located in Albemarle, North
Carolina, from the sale of the Steel Products Group, but has sold
the facility pursuant to a separate court order.  The final sale
closed on June 30, 2009.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sold and supplied light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactured safety steel forged automotive
components and tube fabrications primarily for commercial trucks.

The Company and two of its affiliates filed for Chapter 11
protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No.
09-42392).  Richard A. Chesley, Esq., and Kimberly D. Newmarch,
Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors'
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., serve as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  In its bankruptcy petition, Contech listed
between $100 million and $500 million each in assets and debts.


CORRECT BUILDING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
MaineBusiness.com reports that Correct Building Products, LLC, has
filed for Chapter 11 bankruptcy protection.

MaineBusiness.com relates that the bankruptcy filing will
effectuate an agreement that Correct Building entered into, to
sell its assets to a subsidiary of Building Materials Corporation
of America.

MaineBusiness.com quoted Correct Building's co-founder Martin
Grohman as saying, "Today we're announcing the beginning of the
next phase for Correct Building Products and a great solution for
all of our customers, suppliers and employees.  By combining the
marketing power of BMCA and the quality of the CorrectDeck CX
product, it will mean greater availability for the product and a
better solution for the industry.  With this alliance, we hope to
bring growth in employment and manufacturing expenditures to the
State of Maine."

Significant creditors, clients, and employees support the proposed
sale, MainBusiness.com relates.

Correct Building Products, LLC -- http://www.correctbp.com/-- the
10-year old composite decking company with a rich history of
innovation in product quality and technical expertise, announced
today that it has entered into an agreement to sell substantially
all of its assets to a subsidiary of Building Materials
Corporation of America.


CORRECT BUILDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Correct Building Products, LLC
        8 Morin Street
        Biddeford, ME 04005

Bankruptcy Case No.: 09-21024

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Gayle H. Allen, Esq.
                  Verrill Dana, LLP
                  One Portland Square
                  Portland, ME 04112-0586
                  Tel: (207) 774-4000
                  Fax: (207)774-7499
                  Email: gallen@verrilldana.com

                  Roger A. Clement, Esq.
                  Verrill Dana, LLP
                  One Portland Square
                  Portland, ME 04112-0586
                  Tel: (207) 774-4000
                  Fax: (207)774-7499

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/meb09-21024.pdf

The petition was signed by Peter Anania, president of the Company.


COYOTES HOCKEY: City Officials Challenge Wayne Gretzky's Claim
--------------------------------------------------------------
Court documents say that the City of Glendale has challenged the
claim of Phoenix Coyotes' coach and part-owner, Wayne Gretzky,
that the Company owes him some $9.3 million.

Mr. Gretzky is listed as one of the Phoenix Coyotes' largest
creditors, owed about $9.3 million directly and another $428,000
for his pension plan, Paul Waldie at The Globe and Mail reports
relates.

According to court documents, Glendale alleged that Mr. Gretzky,
along with Coyotes majority owner Jerry Moyes, isn't a creditor,
saying that "the claims of Wayne Gretzky, the alleged second
largest unsecured creditor . . . are subject to material defenses
and set-offs and may be subject to certain restrictions or
limitations under the Bankruptcy Code."

In return for their investments, Messrs. Moyes and Gretzky
received ownership stakes and possibly dividends and other
distributions, The Globe and Mail reports, citing Glendale.  Court
documents show that Mr. Gretzky was entitled to receive a 14% cut
of profits earned by the club, although it's not clear he received
any payments.  The Globe and Mail states that Mr. Gretzky was also
paid $8 million a year to coach the team and received a 1% share
of the club's revenue.

The Globe and Mail says that the Glendale wants Mr. Gretzky, who
has avoided taking sides in the dispute, to testify about club's
operations and financial state in challenge to Coyotes majority
owner Mr. Moyes' bankruptcy protection.  Mr. Moyes' statements
have been "inconsistent and generally unsubstantiated," The Globe
and Mail relates, citing Glendale.  According to the report,
Glendale said that Mr. Moyes cited different figures, claiming in
one filing that he invested more than $380 million and in another
that his current investment is $240 million.

Glendale asked the Hon. Redfield T. Baum of the U.S. Bankruptcy
Court for the District of Arizona to force Mr. Gretzky, Mr. Moyes,
and six others to submit to examinations under oath, court
documents say.

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.


CROWN COURT: Chapter 11 Bankruptcy Blocks Auction of 2 Condo Units
------------------------------------------------------------------
Josh Flory at Knoxville News Sentinel reports that Crown Court
Partnership's Chapter 11 bankruptcy protection blocked a June 24
auction of Units 201 and 205 of the condo project.

Crown Court expects the units to be sold and "all debts to be
paid," Knoxville News relates, citing Lynn Tarpy, the Debtor's
lawyer.

Knoxville, Tennessee-based Crown Court Partnership is the
developer of the Crown Court condos at 535 Locust Street.  The
Company filed for Chapter 11 bankruptcy protection on June 24,
2009 (Bankr. E.D. Tenn. Case No. 09-33428).  Thomas Lynn Tarpy,
Esq., at Hagood, Tarpy & Cox PLLC assists the Company in its
restructuring efforts.  The Company listed $1 million to
$10 million in assets and $1 million to $10 million in debts.


DANAOS CORP: Lenders Waiver Loan Covenants Until January 2010
-------------------------------------------------------------
Danaos Corporation has reached agreement with Aegean Baltic Bank
acting as agent to its $700 million revolving credit facility with
HSH Nordbank, Piraeus Bank and Aegean Baltic, its $60 million
credit facility with HSH Nordbank and Dresdner Bank and its
$148 million performance guarantee with HSH Nordbank on waiver
terms with respect to these facilities.

With this agreement, together with agreements reached earlier this
year relating to certain of its other credit facilities, the
Company has now obtained waivers through January 31, 2010,
covering all prior breaches of financial covenants in its credit
facilities as well as any subsequent breaches of these covenants.

Upon execution of agreements with respect to the waiver terms
agreed with the abovementioned banks, the Company intends to
complete and file its Annual Report on Form 20-F with the U.S.
Securities and Exchange Commission, which will contain additional
details on the credit facility waivers and amendments.

"We are happy to announce this agreement on all waiver terms for
our outstanding credit facilities," said Dr. Coustas, Chief
Executive Officer of Danaos.  "All the agreements we have reached
with our banks are testament to the support and trust Danaos
management and business model has enjoyed from its lenders for a
long time.  With a fleet of 41 vessels chartered at fixed rates
for an average of about 8 years ahead, we are now focusing on
completing our new-building program of 28 pre-chartered vessels
scheduled for delivery gradually through 2012."

                     About Danaos Corporation

Based in Athens, Greece, Danaos Corporation --
http://www.danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The company's current fleet of 41
containerships aggregating 165,933 TEUs ranks Danaos among the
largest containership charter owners in the world based on total
TEU capacity.  Danaos is the largest US listed containership
company based on fleet size.  Furthermore, the company has a
contracted fleet of 28 additional containerships aggregating
217,950 TEU with scheduled deliveries up to 2012.  The company's
shares trade on the New York Stock Exchange under the symbol
"DAC."


DAVIN INVESTMENTS: Has $100,000 Bid for Sarah St. Property
----------------------------------------------------------
Davin Investments, Inc., intends to sell real property located at
2009 Sarah Street, in Pittsburgh, Pa., which is further identified
as Lot and Block No. 12-K-98 in Allegheny County's land records.
The Debtor has received an offer of $100,000 for the property, and
will ask the Bankruptcy Court to approve of a sale transaction to
the purchaser, Brian Young, at 1:30 p.m. on July 21, 2009.  The
Court may entertain better and higher offers at the hearing, the
successful bidder must have $5,000 in hand money in certified
funds at the time of sale.  The real property is being sold "AS
IS, WHERE IS" free and clear of all mortgages, liens and
encumbrances.  Objections to the sale, if any, must be in writing
and must be filed on or before July 14, 2009.  Additional
information regarding the terms and conditions of the sale or to
examine the property should be directed to Davin's legal counsel:

    Andrew M. Gross, Esq,
    210 Grant Street, Suite 401
    Pittsburgh, PA 15219
    Telephone (412) 553-0140

Davin Investments, Inc., sought chapter 11 protection (Bankr. W.D.
Pa. Case No. 08-27990) on November 28, 2008.  In its voluntary
petition -- see http://bankrupt.com/misc/pawb08-27990.pdf-- Davin
estimated its debts and assets are between $500,000 and
$1,000,000, and estimated funds will be available for distribution
to unsecured creditors.  Pittsburgh press reports indicate that
Davin N. Gartley, the owner of Davin Investments, is in default to
the bank for some $2.4 million in real estate loans.  Mr. Gartley
is also a principal of R.A.E.D. Investments, Inc., which sought
protection under Chapter 11 (Bankr. W.D. Pa. Case No. 09-20016) on
January 2, 2009, estimating its debts and assets at $1 million to
$10 million.


DELPHI CORP: Bankruptcy Court Allows Credit Bids for Assets
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York supplemented the Modifications Procedures
Order dated June 16, 2009, to clarify certain matters affecting
the treatment of JPMorgan Chase Bank, N.A., as administrative
agent of Delphi Corporation's $4.35 bil. DIP Credit Facility.
The Amended Modifications Procedures Order was entered on
June 29, 2009.

Judge Drain's June 16 order incorporated procedures governing the
proposed sale of the Debtors' assets to the extent that a
Potential Bidder desires to submit to the Debtors a proposed
alternative transaction for consideration in addition to the
Master Disposition Agreement of the Debtors with Parnassus
Holdings II, LLC, and GM Components Holdings LLC.

Accordingly, the Amended Modifications Procedures Order provides:

  A. To the extent any DIP Lender directly or indirectly
     delivers Required Alternative Transaction Documents with
     respect to an Alternative Transaction that is not a pure
     credit bid, the DIP Lender will be deemed to have consented
     to the transactions contemplated by the Bidding Procedures
     and approved by the Court under the DIP Credit Agreement
     and applicable law.

  B. A Pure Credit Bid is an offer to purchase all or any
     portion of the assets of the Debtors, in which the only
     consideration that the Debtors and the Court are asked to
     evaluate in connection with the bid consists of the offset
     of claims under the DIP Credit Agreement against the
     purchase price of the Debtors' assets.

  C. A Pure Credit Bid will be governed by these procedures in
     lieu of the Bidding Procedures:

     (1) Any party wishing to have a Pure Credit Bid considered
         at the Auction will submit to the Debtors and their
         counsel, no later than July 16, 2009, letters detailing
         (i) the legal and factual bases supporting that the
         Pure Credit Bid is authorized by the Loan Documents
         under the DIP Credit Agreement and applicable law, and
         (ii) the means by which any cure payments and adequate
         assurance of future performance with respect to any
         executory contracts or unexpired leases to be included
         in that Pure Credit Bid will be provided.  The Debtors
         will provide a copy of the Pure Credit Bid Support
         Letter to all Qualified Bidders participating in the
         Auction on July 17, 2009.

     (2) JPMorgan will be informed by the Debtors as to whether
         or not any proposed alternative transactions constitute
         Qualified Alternative Transactions no later than
         July 13, 2009.  The Debtors will provide to JPMorgan
         copies of all Qualified Alternative Transaction
         Documents no later than July 14, 2009.

     (3) If the Debtors do not receive any Qualified Alternative
         Transactions in addition to the Master Disposition
         Agreement, but they receive one or more Pure Credit Bid
         Support Letters on July 16, 2009, the Debtors will
         conduct an Auction with respect to the transaction
         contemplated by the Master Disposition Agreement and
         any Pure Credit Bid.

     (4) JPMorgan and (i) any members of the unofficial steering
         committee of DIP Lenders, (ii) in the sole discretion
         of JPMorgan, up to three additional DIP Lenders that
         are not members of the DIP Steering Committee, so long
         as each DIP Lender will have executed a confidentiality
         agreements, and, (iii) in the sole discretion of the
         Debtors, any additional DIP Lenders, will have the
         right to be present at the Auction.  The Participating
         Lenders are expected to be available at the Auction to
         consult with the Debtors, the Official Committee of
         Unsecured Creditors, the bidders and other parties-in-
         interest on whether or not the DIP Lenders would
         support a transaction contemplated by any the bid.
         During the Auction, JPMorgan will have access to the
         same information that is made available to all other
         Qualified Bidders pursuant to the Bidding Procedures
         Procedures, including information with respect to all
         Qualified Bids and Subsequent Bids made at the Auction.

     (5) The Debtors will make an announcement on the record at
         the Auction when all Qualified Bidders have submitted
         their best and final bids and a lead bid or bids have
         been identified.  The Debtors will also identify the
         lead bid or bids and, to the extent it is not apparent
         from the terms of the lead bid or bids, the Debtors
         will state their intention with respect to the
         treatment of the DIP Loans and other obligations
         secured by the Collateral securing the DIP Loans in
         connection with the lead bid or bids.

     (6) Within one hour after the Debtors' announcement, or
         at 10:00 a.m. on July 17, 2009, if the Debtors have not
         received any Qualified Alternative Transactions other
         than the Master Disposition Agreement, JPMorgan will
         state on the record whether a Pure Credit Bid will be
         made.  If no Pure Credit Bid is made by July 17, 2009,
         the Debtors will select the successful bid pursuant to
         the Bidding Procedures.  Any Pure Credit Bid should be
         made by July 17, 2009, and any the Pure Credit Bid will
         specify its material terms and conditions, including:

         -- the Collateral to be purchased in connection with
            the Pure Credit Bid,

         -- the purchase price to be offset against claims under
            the DIP Credit Agreement as consideration for the
            Collateral,

         -- the material executory contracts or unexpired leases
            to be assumed and assigned to the acquiring entity
            in connection with the Pure Credit Bid, and

         -- the means by which any cure payments and adequate
            assurance of future performance with respect to any
            executory contracts or unexpired leases will be
            provided.

         All Qualified Bidders may continue to submit Subsequent
         Bids, and any party timely submitting an initial Pure
         Credit Bid may submit a subsequent Pure Credit Bids,
         until the conclusion of the Auction.  Any Pure Credit
         Bid may be withdrawn by the submitting party in favor
         of a competing Alternative Transaction.  After the
         placement of any Pure Credit Bid and any subsequent
         bids by Qualified Bidders, and any subsequent Pure
         Credit Bids, the Debtors will select the successful bid
         pursuant to the Bidding Procedures.

     (7) The making of any Pure Credit Bid will not result in
         the waiver of or prejudice the right, if any, of
         JPMorgan or the DIP Lenders to withhold consent to
         transactions to GM Components Holdings, LLC, an
         affiliate of General Motors Corporation, and Parnassus
         Holdings II, LLC, an affiliate of Platinum Equity
         Capital Partners II, L.P., pursuant to the Master
         Disposition Agreement, or any objection or other right
         or remedy of JPMorgan or the DIP Lenders.

     (8) A Pure Credit Bid may contain any terms and conditions
         deemed appropriate by JPMorgan, and the terms and
         conditions of the Pure Credit Bid will not be required
         to conform with respect to the terms of the GM-
         Platinum Transaction or any Alternative Transaction.

  D. Any Qualified Bidder proposing an Alternative Transaction
     that includes a credit bid that is not a Pure Credit Bid
     will include as part of the Qualified Alternative
     Transaction Documents letters setting forth the legal and
     factual bases supporting the submission of a mixed or
     enhanced credit bid by the party is authorized by the Loan
     Documents and applicable law.

The Debtors, JPMorgan, the DIP Lenders and all parties-in-
interest reserve all rights with respect to credit bids and other
remedies, including whether or not they are authorized under the
Loan Documents and applicable law.

Objections to the Auction or the Successful Alternative
Transaction are due no later than July 20, 2009.

Judge Drain's June 29, 2009 Amended Order also applies to a
Stipulated Protective Order entered among the Debtors, JPMorgan
and the DIP Lenders on June 9, 2009.  Pursuant to the Amended
Order, confidential information will be used by JPMorgan, or by
receiving DIP Lender, to evaluate the consideration to be
provided to JPMorgan and the DIP lenders pursuant to the
transactions contemplated in the Master Disposition Agreement.
However, the information will not provided to third parties other
than JPMorgan and the DIP Lenders and will not be used in
connection with or in formulating any Competing Transaction or
alternative transactions.

               DIP Lenders & Retirees Further Object
           to Modified Plan, Master Disposition Agreement

Certain Lenders under the Debtors' DIP Credit Agreement,
including Double Black Diamond Offshore Ltd.; Black Diamond
Offshore Ltd.; Monarch Master Funding Ltd.; Greywolf Capital
Partners II, LP; Greywolf Capital Overseas Master Fund; GCOF SPV
I; GCP II SPV I; Greywolf Structured Products Master Fund, Ltd;
Greywolf CLO I, Ltd.; and SPCP Group, LLC, insist that the
Confirmed First Amended Joint Plan of Reorganization, modified on
June 1, 2009, cannot be confirmed because it is premised on a
deeply flawed and fundamentally unfair series of transactions
that purport to strip away the superpriority liens of secured
postpetition DIP lenders and divert the collateral securing those
liens without their consent and over their objections.
Similarly, the DIP Lenders argue, the Master Disposition
Agreement cannot be approved even if reconfigured as a stand-
alone sale under Section 363 of the Bankruptcy Code.  The DIP
Lenders contend that by agreeing to the Master Disposition
Agreement, which is a "secretly negotiated transaction," the
Debtors abdicated their fiduciary and contractual obligations to
maximize the value of the DIP Lenders' Collateral.

Neither the Modified Plan nor the 363 Sale will get the support
required under the DIP Credit Agreement and thus, neither is
incapable of being confirmed or implemented, the DIP Lenders
maintain.

The DIP Lenders thus preliminarily object to the Modified Plan
and the 363 Sale to create a contested matter.  They aver that
they intend to conduct discovery of the Debtors and other
parties-in-interest to the Modified Plan and 363 Sale.

In separate letters, 257 retirees object to the Modified Plan and
Master Disposition Agreement for the period from June 12 to 30,
2009.  The Retirees reiterate their stand against Pension Benefit
Guaranty Corporation's possible takeover of their pension plans
under the PBGC Settlement of the Modified Plan as well as the
severance payments under the Master Disposition Agreement

Moreover, the Delphi Salaried Retirees Association has the
support of U.S. Representative Christopher Lee for the 26th
Congressional District of New York, and certain U.S.
representatives, who have written to Timothy F. Geithner,
secretary of the U.S. Department of the Treasury, asking him to
stop the transfer of the retirees' pension plan to the PBGC.  A
copy of Mr. Lee's Letter posted in the DSRA web site is available
for free at http://ResearchArchives.com/t/s?3e72 Mr. Lee
previously objected to the Debtors' Modified Plan due to the PBGC
Settlement.

                 Delphi CEO: Delphi Will Be Profitable
                  After Platinum Equity Transaction

Delphi Chief Executive Officer Rodney O'Neal has told Delphi
employees that the company may return to profitability once the
contemplated sale to Platinum Equity is consummated, an
undisclosed source told The New York Post.  Mr. O'Neal has also
revealed to executives of Delphi that the company is bidding for
"more than $13 billion in new business later [in the] year," the
article relates.  The New York Post, citing another undisclosed
source, states that other companies have come up and may bid for
Delphi's assets before July 10, 2009.  As previously reported,
Elliott Associates was expected to lead the credit bid of certain
of Delphi's DIP Lenders while Carl Icahn was reconsidering its
rebid on Delphi.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Court Denies Platinum's $30 Million Expense Fee
------------------------------------------------------------
Delphi Corp. and its affiliates asked the U.S. Bankruptcy Court
for the Southern District of New York for authority to reimburse
Platinum Equity Advisors, LLC, up to $30 million for expenses and
costs incurred in connection with Platinum Equity's comprehensive
investigation of Delphi Corp., which culminated in Platinum
Equity's execution of the Master Disposition Agreement.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, related that the Master
Disposition Agreement is premised on a private sale transaction
among Parnassus Holdings II, LLC, an affiliate of Platinum
Equity, and GM Components Holdings, LLC, an affiliate of General
Motors Corporation.  He notes that Parnassus and GM Components
have a limited liability to terminate the agreement and that the
Debtors may only consider unsolicited alternative transactions in
accordance with the Debtors' board of directors' fiduciary
duties.  As previously reported, the Modification Procedures
Order entered on June 16, 2009, which incorporated bidding
procedures for the Debtors' sale of assets in lieu of the Master
Disposition Agreement, requires that potential bidders make
proposals based upon the transaction in the Master Disposition
Agreement.

Mr. Butler pointed out that since 2006, Platinum Equity has been
engaged in pursuing investment opportunities in the Debtors,
including a transaction that would provide for a comprehensive
resolution of the Debtors' Chapter 11 cases.  He notes that
Platinum Equity has spent significant time analyzing all aspects
of the Debtors' business from a global, divisional, product
business unit, and product line perspective.  Platinum Equity has
also studied the Debtors' revenue and capital plans, their
programs, commodity exposure, currency exposure, manufacturing
footprint, IT systems, allocation methodology, engineering
resources, and SG&A resources.  Platinum Equity held meetings
with the Debtors' management and employees to discuss various
aspects of the Debtors' business.  In this regard, Platinum
Equity has prepared a strategic operating plan for the Debtors
going forward, which plan is not premised on revenues returning
to their pre-2008 levels, but contemplates a significant amount
of restructuring and cost reduction initiatives within Delphi,
Mr. Butler asserts.

Mr. Butler also pointeds out that Platinum Equity has worked
diligently to obtain the support of the Debtors' constituents,
including their unions, GM and other parties-in-interest.  He
notes that Platinum Equity has completed all of its due
diligence, conducted world-wide site tours, held world-wide and
domestic meetings with customers, and had discussions with third
party service providers.

In essence, Platinum Equity and its consultants have dedicated
time to gain an understanding of Delphi's operations, the cash
required to fund Delphi's negative operating cash position,
Delphi's restructuring needs, and its working capital needs, Mr.
Butler emphasizes.

Moreover, Mr. Butler maintains, the Debtors' transaction with
Platinum Equity, GM Components, and certain of their affiliates
in the Master Disposition Agreement represents the path to a
global resolution of the Debtors' Chapter 11 cases.  He stresses
that the Master Disposition Agreement has facilitated access to
vital liquidity and the satisfaction of significant
administrative and other liabilities, thus providing value to the
Debtors' estates.  Platinum Equity effectively has no "outs" in
its transaction with the Debtors, and has assumed tremendous
business risk because on and after June 1, 2009, there is no
"Material Adverse Effect" condition to close, Mr. Butler
stressed.

Since January 2009 and March 2009, Mr. Butler noted, GM and the
U.S. Department of Treasury have consistently stated that GM
would not provide further emergence liquidity to the Debtors
without a full and final global resolution to the Debtors'
Chapter 11 cases.  Until the execution of the Master Disposition
Agreement, he emphasized, no other party was willing and able to
serve in a role comparable to that of Platinum Equity.
Accordingly, when Platinum Equity agreed to assemble a global
solution for the Debtors, it satisfied GM's requirement for
interim funding to Delphi, thus enabling the $250 million of
interim financing from GM, Mr. Butler points out.

In light of Platinum Equity's significant efforts, the Debtors
propose that upon the closing of an Alternative Transaction
pursuant to the Bidding Procedures, Platinum Equity would receive
from the proceeds of the Alternative Transaction an Expense
Reimbursement in an amount of up to $30 million for expenses and
costs incurred in connection with Platinum Equity's comprehensive
investigation of the Debtors.  "The access to additional
liquidity from GM in light of the global resolution that Platinum
Equity's participation has facilitated represents value that
Platinum Equity has brought to the Debtors' estates and for which
it should be reimbursed, in the event an Alternative Transaction
is consummated," Mr. Butler said.

Platinum Equity Vice President Dan Krasner, Delphi Vice President
and Chief Financial Officer John D. Sheehan, and Rothschild Inc.
Managing Director William R. Shaw filed with the Court separate
declarations in support of the Debtors' request.  Rothschild is
the Debtors' investment banker.  Mr. Sheehan specifically noted
that as of May 31, 2009, Platinum Equity incurred (i) $20 million
in third-party expenses that are related to its overall due
diligence and in connection with the Master Disposition
Agreement; and (ii) $17 million of internal costs related to the
Debtors.

In a separate declaration, Kayalyn A. Marafioti, Esq., of
Skadden, Arps, Slate, Meagher & Flom LLP reiterates that the
Debtors' request for Platinum Equity's expense reimbursement is
reasonable and appropriate because its efforts paved the way for
the Debtors to emerge from Chapter 11.

The Debtors seek approval of the Platinum Equity reimbursement
request on an expedited basis because if granted, they expect
other potential purchasers of their businesses to incorporate the
Expense Reimbursement in proposed Alternative Transactions due
July 10, 2009.

                Platinum Equity Fee is Excessive,
                    Committee, et al., Assert

In separate filings, the Official Committee of Unsecured
Creditors, the DIP Lenders and JPMorgan Chase Bank, N.A., oppose
the Debtors' request.

The Creditors Committee insists that the transaction embodied in
the Master Disposition Agreement provides no value to unsecured
creditors in contrast to the potential extraordinary returns for
Platinum Equity.  "Now, to add insult to injury, the Debtors seek
to protect Platinum Equity from the possibility that someone
might actually want to provide value to their estates by paying
it the expenses incurred over a three-year period, including
expenses that were incurred in connection to a transaction that
Platinum Equity ultimately abandoned," the Committee complains.
While it is amenable to the concept of Platinum Equity receiving
reimbursement of reasonable expenses, the Committee believes that
the $30 million reimbursement is an "absurdly unreasonable
amount."

On behalf of the Committee, Robert J. Rosenberg, Esq., at Latham
& Watkins LLP, in New York, further points out that the Debtors'
request does not specify how much value Platinum Equity is
providing to the Debtors' estates.  Based on the 3% maximum
standard that courts typically apply to break-up fee requests,
the Committee asserts that the Court should not approve any
expense reimbursement for Platinum Equity exceeding $7.5 million.

Accordingly, the Committee asked the Court to (i) deny the
Debtors' request, or (ii) in the alternative, defer consideration
of the Debtors' request until the proposed auction has ended and
the Court has ruled on the propriety of the proposed transaction.

Certain DIP Lender Parties also reacted to the Debtors' request.

DIP Lenders Double Black Diamond Offshore Ltd., Black Diamond
Offshore Ltd., Monarch Master Funding Ltd., GCOF SPV I, GCP II
SPV I, Greywolf Structured Products Master Fund Ltd., Greywolf
CLO I Ltd., and SPCP Group LLC argue that Platinum Equity neither
requires nor deserves financial inducements because by entering
into the Master Disposition Agreement, it obligated itself to the
purchase substantially all of the Debtors' global businesses
without bargaining for a break-up fee or an expense reimbursement
provision.  Moreover, an award of a $30 million disguised break-
up fee will only chill the bidding.  Black Diamond notes that if
granted, the Debtors' request would require any credit bidder to
include at least $30 million in cash in its bid for the expense
reimbursement and no pure credit bid could satisfy that
requirement, as a credit bid would include no cash.

Black Diamond, et al., further argue that the $30 million expense
reimbursement is excessive given that it is unclear (i) to what
extent the Debtors seek to pay Platinum Equity's expenses; and
(ii) if the Debtors seek to pay Platinum Equity for activities
that go far beyond due diligence for, and negotiation of, the
Master Disposition Agreement.

DIP Lenders Kensington International Limited, Manchester
Securities Corp. and Springfield Associates, LLC, or the
"Manchester Entities" also join in the objection of Black
Diamond, et al.  The Manchester Entities argue that even if the
$30 million is characterized as expenses reimbursement, that
amount is unreasonable and unverifiable as no good business
reason exists to reimburse Platinum Equity for three years' worth
of diligence when only the period from mid-April to June 1st of
2009 could reasonably have been expected to result in a sale.
The Manchester Entities further assert that the Debtors' request
is premature as the appropriate time for the Court to consider a
break-up fee or expense reimbursement of the stalking horse
bidder is after the auction.

For its part, JPMorgan, as administrative agent to the Debtors
$4.35 bil. DIP Credit Facility, files a joinder to the DIP
Lenders' Objections.  On behalf of JPMorgan, Donald S. Bernstein,
Esq., at Davis Polk & Wardwell LLP, in New York, stresses that
the $30 million expense fee is not needed either to incentivize
Platinum Equity to submit an initial bid or to incentivize it to
maintain an existing bid.  On the contrary, an Expense
Reimbursement would materially deplete the Debtors' estates'
assets and deter potential bidders, JPMorgan asserts.  Mr.
Bernstein further argues that:

  -- no Break-Up Fee should be allowed if a Pure Credit Bid is
     selected as the highest and best bid because there can be
     no assurance that $30 million in sale proceeds will exist
     from which the Break-Up Fee could be paid;

  -- the Debtors have not shown that the proposed Break-Up Fee
     is a fair and reasonable percentage of the proposed
     purchase price reasonably related to the risk, effort, and
     expenses of the prospective purchaser; and

  -- the Debtors' Expense Reimbursement request for Platinum
     Equity is a violation of the DIP Refinancing Order as the
     Debtors seek to pay Platinum Equity $30 million in full
     from the proceeds or any Alternative Transaction before the
     DIP Lenders are paid in full.  The DIP Lenders do not
     consent to that payment.

Judge Drain is set to consider the Debtors' reimbursement request
for Platinum Equity on July 1, 2009.

In defense, Platinum Equity spokesperson Mark Barnhill related in
an e-mailed statement to Bloomberg News that the extent of
Platinum Equity's work in the transaction embodied in the Master
Disposition Agreement "has been fully documented and speaks for
itself."

       Delphi Emphasizes Platinum Equity's Participation
                      in its Reorganization

Mr. Butler, the Debtors' counsel, notes that when presented with
news of the U.S. Treasury Department's Auto Task Force's block of
Amendment Nos. 4 and 5 to the GM-Delphi Liquidity Arrangement on
April 6, 2009, the DIP Lenders -- instead of suggesting to lead
or even pursue a transaction that would create a pathway for the
Debtors to emerge from Chapter 11 -- told the Debtors that they
were unwilling to provide any incremental interim financing or
any emergence financing.  According to Mr. Butler, the Debtors'
senior management was even told by the DIP Lenders that their
only alternative was to pursue a self-financed liquidation.  The
Debtors, however, chose a different path because a self-financed
liquidation would have caused significant value erosion and would
have led to materially decreased recoveries for many of the
Debtors' stakeholders.  One of the Debtors' actions to carry out
that different path was to continue their ongoing discussions
with Platinum Equity, which had demonstrated a consistent
interest over three years in investing in the Debtors.  When
presented with the same facts as the DIP Lenders, Platinum Equity
perceived an opportunity and asked the Debtors to make the Auto
Task Force aware of their continued interest in a comprehensive
transaction with Delphi, Mr. Butler points out.

Mr. Butler says that GM, the Auto Task Force, Delphi, the DIP
Lenders, the Creditors Committee, and certain other stakeholders
participated in more than 20 hours of judicial mediation to
settle the amount of the DIP Lenders' recoveries in the Debtors'
Chapter 11 cases, among others.  However, discussions with the
DIP Lenders were unsuccessful and by the end of May 2009, the DIP
Lenders would not fund the incremental interim liquidity required
to bridge the Debtors' operations to a comprehensive resolution,
provide the requisite amount of emergence capital, or agree to
the level of stakeholder recoveries proposed to be funded by GM
with the Auto Task Force's support.  Subsequently, on June 1,
2009, the Debtors GM, and the Auto Task Force completed
negotiations with Platinum Equity for entry into the Master
Disposition Agreement and filed a supplement to the Plan
Modification Motion.  "Through the Master Disposition Agreement,
the Debtors had in fact, achieved a different path deemed
unobtainable by the DIP Lenders in early April 2009: a fully-
diligenced transaction with the necessary amount of committed
interim and emergence funding, and which provided for a
comprehensive resolution of these Chapter 11 cases," Mr. Butler
avers.

Considering the result that the Debtors achieved under the
present circumstances, the Objecting Parties' contention that the
Debtors breached their fiduciary duties by entering into the
Master Disposition Agreement is unfounded and incredible, Mr.
Butler argues.  He notes that the Court approved bidding
procedures designed to provide transparency for the consideration
of any Alternative Transactions to the Master Disposition
Agreement and to those procedures effective, Platinum Equity
agreed with GM that GM would be free to facilitate Alternative
Transactions if they arose.  Against this backdrop, Platinum
Equity is subject to substantially increased risk that the Master
Disposition Agreement, to which Platinum Equity is an
indispensable party, could be cast aside in favor of an
Alternative Transaction, Mr. Butler emphasizes.  If that happens
and all of the Debtors' stakeholders benefit further because of
Platinum Equity's long-standing participation in the Debtors'
Chapter 11 cases, it is only reasonable that Platinum Equity to
be reimbursed for its actual internal and external costs and
expenses, the Debtors insist.

Moreover, Mr. Butler contends that Platinum Equity's extensive
interest and active involvement in the Debtors for the past three
years put Platinum Equity in a unique position to pursue the
opportunity that has resulted in the Master Disposition
Agreement.  By hoping to use the Master Disposition Agreement as
the platform to obtain an even higher or better Alternative
Transaction, yet at the same time believing that Platinum Equity
should get nothing if the Debtors are able to achieve a higher or
better result manifests the inequity of the Objecting Parties'
position, he points out.  He also argues that the Objecting
Parties' contention that the expense reimbursement will "chill"
the development of Alternative Transaction is unfounded.  He
notes that the Objecting Parties' concern on Pure Credit Bids is
entirely misplaced, as Pure Credit Bids will not trigger the
expense reimbursement for Platinum Equity.

On the Objecting Parties' requests that the Court defer ruling on
the Motion to Reimburse until the end of the auction, Mr. Butler
clarifies that the Debtors sought approval of the Motion to
Reimburse so that interested bidders can take that factor into
account when making their bids.  "It is only sensible that the
amount of that reimbursement be established now, prior to the
time for the submission of any potentially competing bid, since
the Modification Procedures Order requires that the expense
reimbursement be paid from the proceeds of the Successful Bid,"
he argues.  "To wait, as the Objectors suggest, would simply
inject confusion into the process and undermine the orderly
consideration of potentially competing proposals."

A chart summarizing status of the objections to the Motion to
Reimburse is available for free at:

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

In light of the circumstances, the Debtors ask the Court to
overrule the objections and grant their Motion to Reimburse

            Court Disapproves Platinum Expense Fee

Judge Drain denies the Debtors' request for reimbursement
expenses Platinum Equity incurred in conducting its own
investigation that ultimately lead to the execution of the Master
Disposition Agreement.

Judge Drain says the $30 million expense reimbursement the
Debtors sought "dramatically exceeds what is appropriate,"
Christopher Scinta of Bloomberg News reports.  Judge Drain also
holds that approval of the fee to Platinum Equity violates the
DIP Order, the new source relates.

Judge Drain will approve a lower expense reimbursement to
Platinum Equity if Delphi (i) gets consent from the DIP Lenders,
and (ii) shows that the expense reimbursement only covers
expenses arising solely from the Master Disposition Agreement,
according to Bloomberg.

During the hearing held on July 1, 2009, John Butler Esq., of
Skadden Arps, the Debtors' counsel, asserted that issues on
Delphi's non-cooperating with other bidders are untrue, Bloomberg
adds.

Meanwhile, Platinum Equity spokesperson Mark Barnhill related to
Bloomberg that his company's thrust is to come up with the
highest and best offer and an "overbid protection is an important
but secondary consideration."

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Gets July Extension to DIP Accommodation Pact
----------------------------------------------------------
Delphi Corp. and its affiliates notify the U.S. Bankruptcy Court
for the Southern District of New York that they entered into a
"tenth amendment" to their DIP Accommodation Agreement with
JPMorgan Chase Bank, N.A., and certain requisite lenders under a
$4.35 billion DIP Credit Facility.  The DIP Accommodation Tenth
Amendment was executed on June 30, 2009.

Pursuant to the DIP Accommodation Tenth Amendment:

(a) A Repayment Obligation will be triggered on July 7, 2009,
     unless on or prior to July 6, 2009, a satisfactory term
     sheet notice has been received by the Debtors.

(b) The Accommodation Period will terminate on July 8, 2009, in
     the event that the requisite DIP Lenders have not notified
     the Debtors that a term sheet setting forth the global
     resolution of matters relating to General Motors
     Corporation's contributions to the resolution of the
     Debtors' Chapter 11 cases is satisfactory on or before
     July 7, 2009.

(c) The DIP Accommodation Tenth Amendment postpones until
     July 7, 2009, the date by which interest payments with
     Respect to the Tranche C Term Loan must be paid and must be
     applied ratably to repayments of principal amounts
     outstanding under the Tranche A Facility and Tranche B Term
     Loan.

(d) The requisite DIP Lenders will have until August 10, 2009,
     to notify the Debtors that the Confirmed First Amended
     Joint Plan of Reorganization, as modified on June 1, 2009,
     is not satisfactory.

In a regulatory filing with the Securities and Exchange
Commission, Delphi Vice President and Chief Financial Officer
John D. Sheehan, relates that as of July 1, 2009, about
$230 million remains outstanding under the Tranche A Facility,
$311 million under the Tranche B Term Loan, and $2.75 billion
under the Tranche C Term Loan under the Amended and Restated DIP
Credit Facility.

A full-text copy of the DIP Accommodation Tenth Amendment dated
June 30, 2009, is available for free at:

              http://ResearchArchives.com/t/s?3e89

Delphi earlier entered into eight and ninth amendments to its DIP
Accommodation Pact, which extensions extended the milestones set
by the DIP Lenders.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Limestone County Plant Shut Down June 26
-----------------------------------------------------
Delphi Corporation's plant in Limestone County, Alabama,
officially shuts down operations on June 26, 2009, according to
Waff48News.com

The Plant's closing was originally set in March 2009, but was
extended through June 30, 2009, for the winding down operations
at the plant.

Vaughn Goodwin of Local 2195 told Waff48News.com that 30
employees will remain at the Plant until October or November 2009
for the removal of the remaining plant equipment to remove the
equipment.

                         About Delphi Corp

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

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

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

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


DELPHI CORP: Wilbur Ross & Elliot Mgt. May Submit Bids
------------------------------------------------------
Investor Wilbur Ross and hedge fund Elliott Management Corp. are
eyeing the assets of Delphi Corp. and are presently looking into
the possibility of making bids for Delphi, Craig Trudell and Alex
Ortolani of Bloomberg News quote people familiar with the
situation.  WL Ross & Co. and Elliott are also checking out the
overseas operations of Delphi, the news source relates.

Bloomberg's source says five other entities are also considering
making bids for the Delphi assets.

Delphi's lenders, including Manchester Securities Corp.,
Kensington International Ltd. and Springfield Associates LLC
previously said they are also considering making a joint credit
bid, Bloomberg cites.  The Lenders want to utilize the debt
Delphi owes them in making the credit bid.

Delphi has been previously ordered by the Court to open the
bidding process of its assets to other potential bidders.

                         About Delphi Corp

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

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

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

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


DELTEK INC: Moody's Assigns Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service initiated ratings and assigned a
corporate family rating of B1 and senior secured rating of B1 to
Deltek, Inc.  The ratings outlook is stable.

The B1 corporate family rating reflects Deltek's leadership
position providing specialized software to federal government
contractors and architectural and engineering firms, strong cash
generating capabilities and moderate leverage.  Additionally, the
ratings reflect the company's maturing debt profile, relatively
modest size, and limited end market diversity.

These ratings were assigned:

  -- Corporate family rating: B1

  -- Probability of default rating: B2

  -- $30 million senior secured revolving credit facility due Apr
     2010: B1, LGD3 (34%)

  -- $179.6 million senior secured term loan due Apr 2011: B1,
     LGD3 (34%)

  -- Speculative grade liquidity rating: SGL-2

  -- Outlook Stable

The strength of Deltek's brand and market position combined with
relatively conservative credit metrics implies ratings within the
Ba rating category.  However, upcoming debt maturities commencing
in 2010 which reduce the company's financial flexibility, as well
as ongoing declines in the company's A&E business, constrain the
ratings.  If the company were to successfully refinance its debt
while demonstrating stabilization of its core businesses, the
company's ratings could face upwards pressure.

Headquartered in Herndon, Virginia, Deltek, Inc. (LTM revenues as
of March 31, 2009, of $282 million) is a leading provider of
enterprise software for project oriented businesses.


DEX MEDIA: Bank Debt Trades at 23% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 76.36 cents-on-
the-dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.68 percentage points from
the previous week, The Journal relates.  The loan matures Nov. 8,
2009.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt.  Standard & Poor's has assigned a default rating on the bank
debt.  The bank debt is one of the biggest gainers and losers
among widely-quoted syndicated loans in secondary trading in the
week ended July 3, 2009, among the 157 loans with five or more
bids.

Dex Media East LLC is a subsidiary of Dex Media East, Inc., and an
indirect wholly owned subsidiary of Dex Media, which is a direct
wholly owned subsidiary of R.H. Donnelley Corporation. Dex Media
East is the exclusive publisher of the "official" yellow pages and
white pages directories for Qwest Corporation, the local exchange
carrier of Qwest Communications International Inc., in Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota -- the Dex East States.  Together with its parent, RHD, Dex
Media is one of the nation's largest Yellow Pages and online local
commercial search companies, based on revenue.  During 2006, Dex
Media East's print and online solutions helped more than 200,000
national and local businesses in seven states reach consumers who
were actively seeking to purchase products and services.  During
2006, Dex Media East published and distributed more than 23
million print directories.  Two of its largest markets are
Albuquerque and Denver.

                          *     *     *

As reported by the Troubled Company Reporter on May 19, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West
LLC to 'D' from 'CC'.  S&P lowered its issue-level ratings to 'D'
from 'C' on these:

  -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015;
  -- Dex Media Inc.'s 8% senior notes due 2013; and
  -- Dex Media Inc.'s 9% senior notes due 2013;

S&P affirmed all of its other outstanding ratings on R.H.
Donnelley-related entities, including the 'CC' corporate credit
rating on Dex Media East LLC.  The outlook on this rating is
negative.


E*TRADE FINANCIAL: Unveils Results of Debt Exchange Offer
---------------------------------------------------------
E*TRADE FINANCIAL Corporation unveiled results of the Early Tender
Period of its previously announced debt exchange offer to exchange
more than $1 billion of newly-issued zero coupon Convertible
Debentures due 2019 for all of its 8% Senior Notes due 2011 and a
portion of its 12.5% Springing Lien Notes due 2017.  Assuming the
Exchange Offer is completed, the Debentures issued in exchange for
any Notes tendered during the period that ended at midnight, New
York City time, on July 1, 2009, will be Class A Debentures and
have a conversion price of $1.0340 per share.  In connection with
the Exchange Offer, the Company also announced that during the
Early Tender Period it obtained consents required to amend and
waive certain provisions of the indentures governing the Notes.

As of the Early Tender Period expiration, approximately
$429,616,000 of 2011 Notes and approximately $1,407,178,248 of
2017 Notes had been validly tendered, including $230,245,000 of
2011 Notes and $1 billion of 2017 Notes tendered by affiliates of
Citadel Investment Group L.L.C.  The 2011 Notes tendered represent
Citadel's total holdings and approximately 97 percent of non-
Citadel holdings, and the 2017 Notes tendered represent the
maximum of Citadel's commitment to participate in the Exchange
Offer and approximately 99 percent of non-Citadel holdings.
Because the aggregate principal amount of 2017 Notes tendered by
holders other than Citadel exceeds $310,000,000, acceptance of the
2017 Notes tendered by such holders for exchange will be pro-rated
as described in the Offering Memorandum related to the Exchange
Offer dated June 22, 2009.

In addition, the Company had obtained the Consents necessary to
amend and waive certain provisions of the indentures governing the
Notes and that, in connection therewith, the Company will pay
aggregate consent fees of approximately $24,690 in the quarter
ending September 30, 2009, to holders that delivered Consents
without tendering the related Notes for exchange.  Holders that
tendered their Notes for exchange during the Early Tender Period
were deemed to have delivered Consents with respect to such Notes
and to have waived payment of any consent fee, provided the
Exchange Offer is completed.  However, if the Exchange Offer is
not completed for any reason, the Company will pay additional
consent fees, in the aggregate, of approximately $9,183,971 to
holders that tendered their Notes for exchange during the Early
Tender Period.

The Company presently expects that on July 8, 2009:

     -- The Notes tendered for exchange that will be accepted if
        the Exchange Offer is completed will be released for
        trading under a temporary CUSIP number and also will
        represent the right to receive Class A Debentures and
        accrued but unpaid interest in cash through, but
        excluding, the settlement date of the Exchange Offer,
        provided the Exchange Offer is completed;

     -- 2017 Notes tendered for exchange that will not be accepted
        by reason of pro-ration will be released for trading under
        the CUSIP number applicable to such Notes immediately
        prior to their tender; and

     -- Holders of Notes that delivered Consents without tendering
        the related Notes for exchange will receive the Consent
        Fee as well as return of the Notes with respect to which
        such holders had delivered consent.

The Exchange Offer remains open until midnight, New York City
time, on the date of the Special Meeting of Shareholders the
Company will call to approve the Exchange Offer, which the Company
currently expects to occur in mid-August 2009.  Assuming the
Exchange Offer is completed, the Debentures issued in exchange for
any Notes tendered after the Early Tender Period and before
midnight, New York City time, on the Expiration Date will be Class
B Debentures, which will have a conversion price of $1.5510 per
share and be identical to the Class A Debentures in all other
respects.  However, because the maximum number of 2017 Notes
subject to the Exchange Offer were tendered during the Early
Tender Period, the Exchange Offer effectively remains open only
with respect to the 2011 Notes not tendered during the Early
Tender Period.

                      About E*TRADE FINANCIAL

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

                           *     *     *

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

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

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


EDISON MISSION: Fitch Puts 'BB-' Issuer Rating on Negative Watch
----------------------------------------------------------------
Fitch Ratings has placed the long-term Issuer Default Ratings and
individual security ratings of Edison Mission Energy and Midwest
Generation's on Rating Watch Negative, pending a detailed review
of the companies' asset portfolio and recovery ratings:

EME

  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Short-term IDR 'B'.

MWG

  -- IDR 'BB';
  -- Secured credit agreement 'BBB-'; and
  -- Short-term IDR 'B'.

Approximately $6.7 billion of debt is affected by the rating
action.

At the same time, Fitch has affirmed and withdrawn Mission Energy
Holding Co.'s respective long- and short-term IDRs of 'BB-' and
'B' as it no longer has any outstanding debt and Fitch does not
expect this company to issue debt in the foreseeable future.

EME and MWG's Rating Watch Negative placement reflects the sharp
decline in prices of power and natural gas caused by lower demand
due to cyclical forces along with higher than expected natural gas
supplies from non-traditional resources.  The ratings also
consider future investment requirements at EME and MWG to comply
with environmental regulations and investment commitments at EME
to expand its presence in national renewable markets.

EME's consolidated debt leverage is high and interest coverage and
debt ratios are weak relative to the rating category.  At the end
of the first quarter 2009, EME debt-to-EBITDA ratio was 5.9 times
(x) and debt to total capital 70%.  The EBITDA-to-interest ratio
approximated 2.3x.

While EME's 2008 earnings matched record results in 2007, profit
is expected to weaken meaningfully in 2009 reflecting lower power
price realization.  Moreover, environmental challenges loom in the
intermediate term as EME and MWG evaluate whether to install
emission control technologies to comply with state and federal
regulations in the near-to-intermediate term or close non-
compliant facilities.  In addition, EME's consolidated margin and
cash flows are likely to be further challenged in the
intermediate-to-long term by emerging green house gas regulations
that could be enacted later this year or in 2010, impacting
operating subsidiaries Midwest Generation, LLC and EME Homer City
Generation L.P.

Fitch notes restrictive covenants in EME's credit agreement
require that it maintain a minimum interest coverage ratio of 1.20
or higher and that the calculated ratio was 1.59 for the trailing
four quarters ended March 31 2009.  While the margin is relatively
thin, the recent closing of a $207 million wind financing is
expected to enhance the coverage calculation over the next 12-
months.

The ratings also reflect the beneficial effect of debt
restructuring and asset sales in recent years (2004/2005 and
2007), including lower fixed costs and greater financial
flexibility.  Fitch notes EME's focus on maximizing cash and
liquidity and reducing/deferring wind investment without impeding
long-term growth prospects.

MWG's ratings consider the subsidiary's relatively low debt
leverage and position within the EME corporate complex.  In
Fitch's view, inter-company loans and guarantees, create some
linkage of the ratings of EME and MWG.

EME and its subsidiary MWG are unregulated power companies and
indirect subsidiaries of Edison International.  EIX is also the
corporate parent Southern California Edison Co., one of the
largest investor-owned utilities in the U.S.


ELAN CORPORATION: Moody's Reviews 'B3' Rating for Possible Lift
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Elan Corporation
plc under review for possible upgrade.  Ratings placed under
review for possible upgrade include Elan's B3 Corporate Family
Rating, the B2 Probability of Default Rating, and the B3 rating on
Elan's senior unsecured bonds.

The rating review reflects the announcement that Elan and Johnson
& Johnson have entered a definitive agreement involving Elan's
Alzheimer's Immunotherapy Program.  Terms of the agreement include
a $1 billion equity investment in Elan by J&J, and formation of a
new company to be owned 50.1% by J&J and 49.9% by Elan.  The new
company will initially receive $500 million from J&J, and Elan
will contribute its AIP Program.  The transaction is subject to
regulatory and other reviews and is expected to close in the
second half of 2009.

"The transaction is expected to have a very favorable impact on
Elan's capital structure and liquidity profile, prompting the
rating review for possible upgrade," stated Moody's Senior Vice
President Michael Levesque.

Moody's rating review will focus on Elan's uses of the equity
proceeds, and the impact of the collaboration on Elan's earnings
and cash flow over the next several years.  The rating review will
consider the progress of the Alzheimer's program and the sales
trends of Tysabri-factors which will also influence Elan's cash
flow in the coming years.

"The magnitude of any rating upgrade may be constrained because
Moody's expect that Elan may still generate limited cash flow
relative to its debt, and because there remain many risks in the
Alzheimer's clinical development program," continued Levesque.

Ratings place under review for possible upgrade:

Elan Corporation, plc

  -- B3 Corporate Family Rating
  -- B2 Probability of Default Rating

Elan Finance plc

  -- B3 [LGD4, 65%] fixed rate senior notes of $850 million due
     2011 (guaranteed by Elan Corporation, plc and subsidiaries)

  -- B3 [LGD4, 65%] floating rate senior notes of $300 million due
     2011 (guaranteed by Elan Corporation, plc and subsidiaries)

  -- B3 [LGD4, 65%] fixed rate senior notes due 2013 (guaranteed
     by Elan Corporation, plc and subsidiaries)

Moody's last rating action on Elan was a revision in the rating
outlook to positive from stable on February 26, 2008.

Elan Corporation, plc, is a specialty biopharmaceutical company
headquartered in Dublin Ireland, with areas of expertise in
neurological and autoimmune disease, and drug delivery technology.
The company reported $759 million of total revenue in 2007.


EXPRESS ENERGY: Failure to Make Payment Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Express Energy Services Operating L.P. to 'D' from
'CCC'.  At the same time, S&P lowered the ratings on the senior
secured debt to 'D' from 'CCC' and revised the recovery rating to
'4', indicating expectations of average (30%-50%) recovery, from
'3' (50% to 70% recovery).

"The rating actions reflect Express' failure to make its principal
and interest payments on June 30, 2009," said Standard & Poor's
credit analyst Amy Eddy.  There is no grace period related to the
company's required principal repayment and only a three-day grace
period related to the company's required interest payments.
Express has not entered into a forbearance agreement with its
lenders, but it is trying to restructure its senior secured credit
facility outside of the protection of the bankruptcy code.

The recovery rating change reflects concerns regarding the
company's EBITDA and likely valuation given the severe downward
pressure on revenue and profitability.  It also takes into account
the significant uncertainty about when the low activity and
pricing pressures that are buffeting the North American oilfield
services industry will abate.  Express' businesses servicing the
natural gas sector, which have traditionally represented the bulk
of the company's operations, have been particularly affected by
these pressures.

S&P's previous recovery rating was based on an assumed EBITDA run
rate of $45 million and a 5x multiple, which would have produced
gross enterprise value of $225 million and an estimated recovery
for the secured lenders in the mid-60% area.  S&P notes that this
enterprise value is substantially below the June 2008 acquisition
price of about $625 million during robust industry conditions.
However, S&P believes that EBITDA could continue to decline
meaningfully in the current environment and that multiples may
remain restrained given the prospects for lingering industry
weakness.

The new recovery rating of '4' is based on a recovery in the 30%
to 50% range, which would require a gross valuation of
$172 million to $98 million, based on an estimated total bank loan
exposure of about $330 million, which includes an estimate for
accrued interest and exposure to letters of credit and swap
liabilities.  S&P assumed a 5x multiple and a 5% reduction for
restructuring expenses, which would imply an EBITDA run rate of
$21 million to $35 million.  S&P believes this is a reasonably
conservative valuation estimate, notwithstanding the related
uncertainties.  S&P also notes that recoveries could be
substantially higher than 30% to 50% if industry activity and
pricing conditions improve sooner or more substantially than
anticipated given the significant operating leverage in this
sector.

On the downside, it is also possible that the company could be
forced to liquidate if its current liquidity (current cash balance
is approximately $28 million) proves insufficient to restructure
its business or if demand and pricing pressures become more
severe.  In this situation, S&P believes the recovery would be in
the 10% to 30% range.  This is consistent with S&P's previous
analysis, notwithstanding some balance sheet contraction since
that time.  This analysis assumes that further contraction is
somewhat limited as revenue and receivables declines abate.
Further, S&P also assumes the cash balances are depleted by
restructuring costs.  Using net recovery rates for accounts
receivable of 70%, inventory of 50%, and net property, plant, and
equipment of 15% to 25%, the recovery would be in the mid-to-high
teens.  S&P believes this represents a reasonable floor to the
secured debt recovery prospects.


FAIRPOINT COMMUNICATIONS: Awards Stock Options to New CEO
---------------------------------------------------------
FairPoint Communications, Inc., reports that David L. Hauser, its
newly appointed chairman and chief executive officer, has been
awarded options to purchase 1,600,000 shares of the Company's
common stock and 523,810 restricted shares of the Company's common
stock, pursuant to an employment agreement between Hauser and the
Company.  The stock options were granted at an exercise price of
$0.95 and will vest in three annual installments, beginning on
July 1, 2010.  The restricted stock will vest on July 1, 2012.
The vesting of the stock options and the restricted stock is
contingent upon Mr. Hauser's continued employment with the
Company.

The number of shares subject to the stock options and the option
exercise price of the stock options will be adjusted, and
additional shares of restricted stock will be awarded, as
necessary to preserve the value of the stock options and the
restricted stock awarded on July 1, 2009, if, prior to
December 31, 2010, the Company completes a restructuring of its
indebtedness.

Mr. Hauser will receive $1,750,000 in restricted stock on each of
July 1, 2010, and July 1, 2011, using the average closing prices
of the Company's common stock during the thirty calendar days
immediately preceding each award date to determine the number of
shares awarded (with both awards vesting on July 1, 2012), and
will also receive performance units for performance periods
beginning on July 1, 2009, and ending on December 31, 2010, and
December 31, 2011, respectively.  The performance units will be
earned and paid in shares of the Company's common stock, based on
the Company's performance during the performance periods, with a
target amount of 200 percent of base salary and a maximum of 400
percent of base salary.  The Employment Agreement provides for an
annual base salary of $800,000.

The Mainebiz News relates that Mr. Hauser said that he will take
every step possible to avoid bankruptcy, although the decision
will depend on the Company's debtors.

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

According to Bangor Daily News, FairPoint and Maine's Public
Advocate's Office sought to assure clients that phone and Internet
services wouldn't be affected if the Company goes into bankruptcy
protection.  The report quoted FairPoint spokesperson Jeff Nevins
as saying, "We want to make sure people understand that we have
not filed for bankruptcy.  But regardless of what our financial
situation is, we will continue to serve our customers.  For most
customers, they won't really notice a difference."

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

                          *     *     *

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

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


FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on First Industrial Realty Trust Inc. and First Industrial
L.P. to 'BB-' from 'BB'.  At the same time, S&P affirmed its 'BB'
rating on the company's senior unsecured notes and assigned them a
'2' recovery rating, indicating S&P's expectations for a
substantial recovery in the event of a payment default.  In
addition, S&P lowered its rating on the company's preferred stock
to 'B-' from 'B'.  Lastly, S&P removed all the ratings from
CreditWatch with negative implications, where they were placed on
March 6, 2009.  The outlook is negative.  The '2' recovery rating
affects roughly $1.4 billion of rated senior unsecured notes, and
is in keeping with S&P's practice of assigning recovery ratings to
all debt with a speculative-grade rating.

"Although First Industrial was able to meet its recent debt
maturity through new secured financings, S&P lowered its corporate
credit rating because S&P expects the company's liquidity will
remain very limited and that bank and bond covenants will
constrain its financial flexibility," said Standard & Poor's
credit analyst George Skoufis.  "While core debt coverage measures
actually improved in the first quarter, S&P expects these measures
to remain under pressure."

The company has modest near-term capital needs following the note
repayment, and its sizable industrial portfolio, which has good
geographic and tenant diversity, remains largely unencumbered.

S&P remains concerned that if cash flow for 2009 is below S&P's
current expectations, the company could breach certain bank line
covenants.  Additionally, the company's credit facility is heavily
drawn, and, in S&P's view, its overall liquidity will remain
constrained barring successful efforts to deleverage the balance
sheet.  S&P would lower its ratings further if Standard & Poor's
derived fixed-charge coverage measures for the company deteriorate
and appear poised to breach S&P's 1.5x stress scenario limit.
Although unlikely in the near term, S&P would consider revising
the outlook to stable if liquidity improves, covenant pressures
abate, and S&P's derived coverage measures stabilize.


FLEETWOOD ENTERPRISES: Will Close Woodburn Manufacturing Facility
-----------------------------------------------------------------
Portland Business Journal reports that Fleetwood Enterprises Inc.
said that it will permanently close its Woodburn manufacturing
facility by August 31, if a deal to sell its manufactured home
assets can't be completed.

As reported by the Troubled Company Reporter on July 3, 2009,
Cavco Industries and Fleetwood Enterprises said that they signed
an indication of interest in which Cavco and an investment
partner, Third Avenue Trust Value Fund, offered to purchase
certain of Fleetwood Enterprises' assets comprising its
manufactured housing business.

Business Journal relates that Steve Leedom, the Woodburn plant's
director of operations, said that the financial resources of a new
company could keep the manufactured homes division operating.
"However, if we are unable to reach acceptable terms with
potential buyers for the division, we will have to permanently
close this facility sometime between today and August 31, 2009,"
the report quoted Mr. Leedom as saying.

Fleetwood Enterprises said that it is in the process of filing
with Bankruptcy Court a sales and bidding procedures motion that
outlines the terms of the deal and proposed procedures for any
competing bids.  The report states that the motion would be heard
on Tuesday.

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.


FONTAINEBLEAU LAS: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Fontainebleau Las Vegas Holdings LLC, including the 'D' corporate
credit rating, due to lack of adequate information to maintain
surveillance.

The company filed for Chapter 11 bankruptcy protection in June
2009.

                          Ratings List

                            Withdrawn

              Fontainebleau Las Vegas Holdings LLC

           Corporate Credit Rating    NR       D/--/--
           Senior Secured             NR       D
             Recovery Rating          NR       6

                        NR -- Not rated.


FONTAINEBLEAU: Court Denies Official Committee of Contractors
-------------------------------------------------------------
For reasons stated on the record, the U.S. Bankruptcy Court for
the Southern District of Florida, to deny, without prejudice, the
proposal for an appointment of an official committee of
contractors.  The Court found good cause to sustain objections to
the proposal by certain parties.

No further details were disclosed in papers filed in Court.

Eight contractors holding claims against the Debtors asked the
Court to direct the United States Trustee for Region 21 to
appoint an official committee who will represent the interest of
the contractors in the Debtors' Chapter 11 cases.

Desert Fire Protection, a Nevada Limited Partnership; Bombard
Mechanical, LLC; Bombard Electric, LLC; Warner Enterprises, Inc.
doing business as Sun Valley Electric Supply Co.; Absocold
Corporation, doing business as Econ Appliance; Austin General
Contracting; Powell Cabinet and Fixture Co.; and Safe
Electronics, Inc., who hold $112,376,545 in aggregate mechanics'
lien claims against the Debtors, assert that they need an
official committee to represent their interest saying the
Official Committee of Unsecured Creditors or any other
constituency in these cases cannot adequately represent them.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Court OKs Payment of Critical Vendors' Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
issued an interim order on June 26, 2009, authorizing
Fontainebleau Las Vegas Holdings Inc. and its affiliates to pay
and honor certain prepetition obligations to certain critical
vendors.

The Court directed the Debtors to pay part of the prepetition
Critical Vendor Claims due to Quality Transportation Service,
Aztech Inspection Services, Project Light, Veolia Energy, DWI
Holding, and Tri-Power, solely to the extent provided for in this
schedule, and upon the further terms and in the manner provided
for in the Cash Collateral Order:

                                              June
  Vendor                          Week 2     Week 3     Week 4
  ------                          ----------------------------
  Quality                                   $200,000
  Aztech Inspection Services                 200,000
  Project Light                              100,000
  Veolia Energy                   $22,070              $40,575
  DWI Holding                                100,000
  TriPower
                                  -----------------------------
  Total Critical Vendor Payments  $22,070   $850,000    $40,575

The Debtors were directed to use best efforts to condition
payment to any Approved Critical Vendor upon an agreement by the
Approved Critical Vendor to provide reasonable and customary
price, service, quality, and payment terms to the Debtors on a
postpetition basis.

All financial institutions maintaining bank accounts for the
Debtors were authorized to receive, process, honor and pay all
checks presented for payment and electronic payment requests
relating to the payments authorized to be made to the Approved
Critical Vendors under the Order.

At final hearing held June 30, 2009, the Court further authorized
the Debtors to pay prepetition Critical Vendor Claims due to
Quality Transportation Service, Aztech Inspection Services,
Paffenbarger & Walden, Energy & Environmental Solutions, Inc., RA
Energie, Inc., and Microsoft Enterprises, solely to the extent
provided for in a Vendor Payment Schedule, a copy of which is
available for free at:

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

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Intends to File Schedules and Statements July 8
--------------------------------------------------------------
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, and Fontainebleau Las Vegas Capital Corp., have been working
diligently to collect and process the required information to
accurately prepare their Schedules of Assets and Liabilities and
Statements of Affairs, relates Scott L. Baena, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP, in Miami, Florida.

Due to the quantity of information to be compiled, reviewed, and
processed, the Debtors ask Judge A. Jay Cristol of the U.S.
Bankruptcy Court for the Southern District of Florida to extend
until July 8, 2009, the time within which they may prepare and
file the Schedules and Statements.

Mr. Baena says the requested extension is not later than five
business days prior to the meeting pursuant to Section 341 of the
Bankruptcy Code, and will afford interested parties ample time to
review the Schedules and Statements.  Parties-in-interest,
therefore, will not be prejudiced by the request, Mr. Baena says.

Judge Cristol approved the Debtors' request.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Opposes Transfer of Chapter 11 Cases to Nevada
-------------------------------------------------------------
Sixteen holders of mechanic's and materialsmen's liens in excess
of $111,000,000 against the Debtors asked Judge A. Jay Cristol of
the U.S. Bankruptcy Court for the Southern District of Florida to
transfer Fontainebleau Las Vegas Holdings LLC's and its
affiliates' Chapter 11 cases to the U.S. Bankruptcy Court for the
Southern Division of the District of Nevada.

As the Court's directive, the Debtors filed their objection
saying that their Chapter 11 cases indisputably belong in Miami
under Sections 1408 and 1412 of the Judiciary and Judicial
Procedures Code.  The Debtors assert that the 16 holders of
mechanic's and materialsmen's liens have identified the wrong
facts and applied the wrong law in their effort to transfer the
Cases to Nevada.

According to Scott L. Baena, Esq., Bilzin Sumberg Baena Price &
Axelrod LLP, in  Miami, Florida, the Lienholders represent less
than 5% of the more than $2 billion in claims in the Cases.

Mr. Baena notes that while the Lienholders left the door open for
others to support their request, no other creditor has joined to
date.  In fact, the Transfer Motion is not supported by the
Debtors' Senior Term Loan lenders holding claims in excess of
$1 billion, or by the Official Committee of Unsecured Creditors
whose members, including two which are based in Nevada, hold
claims of more than $700 million.  The dollar value of claims in
the Cases is held to a large extent by those who do not reside in
or even near Nevada, he says.

No prejudice exists to the Lienholders if the Court denies their
Transfer Motion, Mr. Baena says.  The Court has acknowledged that
those holding first priority liens are least at risk of receiving
substantial recoveries in the Chapter 11 cases.  While the
Debtors do not believe that mechanics' lien claimants would be
unduly burdened by adjudicating their claims in the present
forum, the issue of where mechanics' liens will be determined, if
at all, is entirely premature, he says.  Importantly, the Court
need not transfer the Cases to preserve the Lienholders' ability
to later argue that any adversary proceedings in respect of their
claims be transferred to Nevada.  Indeed, the Debtors might
themselves suggest the transfer if and when it becomes necessary
to determine the validity, priority and extent of any mechanics'
liens, but that need not be decided now.

Moreover, Mr. Baena adds, given that the Cases are less than a
month old, and that the Debtors have focused almost exclusively
on obtaining debt and equity financing to stabilize and complete
the "Tier A" casino hotel resort, the Debtors have not had the
opportunity to fully develop a proposal for adjudicating
mechanics' lien claims, including whether the Debtors wish to
adjudicate those claims in the United States Bankruptcy Court for
the Southern District of Florida, in Nevada or a combination of
venues.  The Debtors are contemplating, however, a two-tiered
process that would be fair to both mechanics' lien claimants and
the Debtors, he says.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection to the Transfer Motion.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Sues BofA, et al., for Resort Financing Breach
-------------------------------------------------------------
Fontainebleau Las Vegas, LLC, one of the three Debtors in the
Chapter 11 cases, sued a group of banks led by Bank of America,
N.A., as administrative agent, on June 9, 2009, for alleged
breach under their financing commitment to fund the Debtor's
multi-billion-dollar casino-resort development in Las Vegas,
Nevada.

The Debtor complained that BofA, along with Merrill Lynch Capital
Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC,
Deutsche Bank Trust Company Americas, The Royal Bank of Scotland
PLC, Sumitomo Mitsui Banking Corporation New York, Bank of
Scotland, HSH Nordbank AG, New York Branch, and MB Financial
Bank, N.A., have "unjustifiably" failed and refused to provide
the $770,000,000 in revolver financing under certain credit
agreements aggregating $1.85 billion for the casino-resort
development.

The Debtor also alleged that Deutsche Bank encouraged other
revolver lenders to breach their obligations under the credit
agreement.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, relates that Deutsche Bank is an
affiliate of the owner and developer of Cosmopolitan Resort and
Casino, another Las Vegas strip resort-casino construction
project.  He says the Debtor's project, when completed, will be a
strong competitor with Cosmopolitan, and Deutsche Bank's more
than one billion ownership stake in Cosmopolitan far exceeds its
commitment to the Debtor.

Accordingly, the Debtor asked the Bankruptcy Court to:

(1) enjoin performance by the revolver banks under the credit
    agreement,

(2) declare that no event of default occurred under the credit
    agreement, and

(3) award the Debtor damages of no less than $3,000,000 as well
    as damages against Deutsche Bank in an amount to be
    determined at trial, and

(4) award the Debtor costs of the adversary action.

Subsequently, the Debtor filed an amended complaint seeking the
turnover of $656.52 million it asserted that the banks are
obligated to provide, pursuant to a notice of borrowing dated
March 2, 2009, under the credit agreement.  The Debtor reiterated
this request in a separate motion, and asked an expedited
consideration of that motion.  Jed I. Bergman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, a counsel of the
Debtors, and James A. Freeman, Esq., senior vice president and
chief financial officer of Fontainebleau Resorts, LLC, the
indirect parent company and manager of the Debtor, filed separate
affidavits in support of the motion.  The Debtor insisted to
expedite consideration of the motion, after the Banks objected.

Thereafter, the Banks filed a motion to withdraw reference of the
adversary case to the Bankruptcy Court, asserting that the
District Court is the appropriate forum for litigating the claims
and issues presented in the amended complaint.

At the Debtor's behest to schedule a conference on its motion for
partial summary judgment, the Court directed the Banks to file
answering briefs to the motion on or before July 1, 2009, and the
Debtor to serve and file a reply brief and all supporting
affidavits by July 7, 2009.  Oral argument on the motion is set
for July 13.

In a separate order, the Court directed mediation of all issues
in the adversary case no later than July 10, 2009.

As widely reported, the Debtor initially filed this complaint
prior to the Petition Date -- in April 2009 -- in the Nevada
District Court, Clark County (Las Vegas).

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: U.S. Bank Replaces Wells Fargo on Committee
----------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, notified
the Court that it has amended its appointment of the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, and Fontainebleau Las Vegas Capital Corp., to reflect these
five members who will serve in the Committee:

(1) KELLEY II, LLC
   dba KELLEY TECHNOLOGIES
   c/o Brooks Pickering, President & CEO
   5625 Arville Street, Unit D
   Las Vegas, Nevada 89118
   Tele: 702-889-8777
   Fax: 702-889-8237
   Email: Mroberts@kelleytechnologies.com

(2) Minibar North America, Inc.
   c/o Anthony Joseph Torano, President & CEO
   7340 Westmore Road
   Rockville, Maryland 20850
   Tele: 301-354-5051
   Fax: 301-309-1115
   Email: Tony.torano@minibarna.com

(3) Paul Steelman Design Group/Steelman Partners
   c/o Matt Mahaney, General Counsel
   3330 West Desert Inn Road
   Las Vegas, Nevada 89102
   Tele: 702-873-0221
   Fax: 702-367-0724
   Email: Matt.Mahaney@steelmanpartners.com

(4) Decca Hospitality
   c/o Nick Hart, President & CEO
   3525 Piedmont Road
   Bldg 7, Suite # 205
   Atlanta, Georgia 30305
   Tele: 404-262-4330
   Fax: 404-262-4399
   Email: Nhart@deccahospitality.com

(5) Timothy Sandell, Vice President
   U. S. Bank National Association
   c/o Clark T. Whitmore
   Malson Edelman Borman & Brand, LLP
   3300 Wells Fargo Center
   90 South Seventh Street
   Minneapolis, MN 55402
   Tele: 612-672-8335
   Fax: 612-642-8335

The U.S. Trustee was notified that U. S. Bank National
Association has been substituted as indentured trustee in place
of Wells Fargo Bank.  Therefore, U.S. Bank National Association
is substituted as a member of the committee for Wells Fargo Bank.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU: Wants Cash Collateral Use Extended Until Aug. 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
previously authorized the Debtors to use cash collateral through
the earliest to occur of (i) July 8, 2009, or (ii) the occurrence
and continuation of a "termination event".

The Debtors, with the consent of certain of their prepetition
term lenders that are members of a steering group, and the
anticipated consent by other prepetition term lenders, who, with
the members of the Term Lender Steering Group, hold more than 51%
of the Term Loan Facility, seek the Court's authority for the
continued use of the cash collateral on an interim basis,
pursuant to a proposed second interim cash collateral order,
which:

(a) extends the Termination Date through the earliest to occur
    of:

    * August 6, 2009, or
    * the occurrence and continuation of a Termination Event;

(b) contains terms that are otherwise identical in every
    material aspect to those previously approved in the First
    Interim Cash Collateral Order; and

(c) sets a final hearing on the Motion on a date to be
    determined.

To recall, the First Interim Cash Collateral Order set June 30,
2009, as date for a final hearing on the request.

A copy of the proposed second interim cash collateral order can
be accessed at no charge at:

    http://bankrupt.com/misc/fb_2ndprpsdORDcashcoll.pdf

The Debtors also submitted to the Court a cash budget for the
weeks ending July 12, 19, 26, and August 2, 2009, a copy of which
is available for free at:

      http://bankrupt.com/misc/fbbudget_Jul12Aug2.pdf

                          Objections

(a) Bank of America

Bank of America, N.A., as Administrative Agent under a Credit
Agreement dated June 6, 2007 among Fontainebleau Las Vegas, LLC,
Fontainebleau Las Vegas II, LLC, objects to the Cash Collateral
Motion on the basis that (i) the holders of a majority of the
outstanding Obligations under the DIP Credit Agreement had not
yet consented to the Debtors' use of cash collateral; (ii) the
proposed order provided disparate treatment of the lender groups;
and (iii) failed to provide adequate protection to the Revolving
Lenders.  BofA adds that its objections are equally applicable to
the proposed second interim order.

BofA argues that it is unclear whether a majority of Lenders have
consented to the terms of the proposed Second Interim Cash
Collateral Order.  In addition, although the Lenders represented
by the Term Lender Steering Group have consented to the use of
their cash collateral, they nevertheless contend that "the
Debtors cannot provide adequate protection" to the lenders.

BofA points out that the Debtors may not use cash collateral
unless each party with an interest in the cash collateral either
consents or receives adequate protection of its interest in the
cash collateral.  Because not all Lenders have consented to the
Debtors' proposed use of cash, the Court must determine whether
the protections offered by the Debtors are sufficient to provide
all lenders with adequate protection of their interests.

In addition, BofA believes that even if the proposed Cash
Collateral Order were found to adequately protect the Term
Lenders, the Revolving Lenders are not adequately protected
because of certain unequal treatment provided in the Second Cash
Collateral Order.

BofA also submitted to the Court a blacklined draft of the
proposed Second Interim Cash Collateral Order that includes
BofA's comments.  BofA contends that it is  inappropriate to
enter the proposed Second Interim Cash Collateral Order in its
current form despite the fact that it is merely an interim order.
A copy of the blackline proposed order is available for free at

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

(b) Creditors Committee

The Official Committee of Unsecured Creditors asserts that the
Cash Collateral Motion and Second Proposed Interim Order
impermissibly impairs its ability to perform its duties pursuant
to Section 1103(c) of the Bankruptcy Code.  The Committee says
that its professionals have zero promise of payment at all in the
Cases and are being treated differently in light of the fact that
the Debtors' professionals have significant retainers and can
afford to delay on the carve-out issue.  The Committee submits
that this is de facto disparate treatment of the Committee's
professionals.

Moreover, the Proposed Second Interim Order deprives the
Committee of the funding necessary to discharge its fiduciary
duties pursuant to Section 1103(c), the Committee says.  The
Proposed Second Interim Order provides the Committee a 60-day
period up to August 21, 2009, within which to object to the
extent, validity and priority of the Prepetition Term Obligations
and Prepetition Term Obligations, as well as any claims with
respect thereto.  This provision meets the requirements under the
Guidelines.  However, the Committee asserts that the fact that it
has no funding to conduct its investigation of the Prepetition
Term Obligations and Prepetition Term Obligations renders the
Objection Date a virtual "death sentence."

The Committee notes that the Proposed Second Interim Order
contains a waiver of the Debtors' surcharge rights under Section
506(c).  Thus, the Prepetition Lenders are both (a) not agreeing
to the use of Cash Collateral to fund the Committee in the Cases,
and (b) attempting to obtain a Section 506(c) waiver.  The
Committee argues that the Court must not approve the Debtors'
waiver of its Section 506(c) rights, and to the contrary, those
rights should be reserved for all parties-in-interest to assert
on a derivative basis.

        Steering Group Responds to Committee's Objection

The Term Lender Steering Group clarifies that its consent to any
use of its cash collateral is conditioned upon: (1) approval of
the budget, which Budget does not provide for payment of the
Committee's professionals, and (2) Court's order approving the
use of cash collateral in the form submitted with the Supplement,
which form of order (a) prohibits the use of cash collateral to
pay any amounts other than those specified in the Budget, (b)
approves a waiver of the Debtors' rights to surcharge any
collateral pledged to the Term Lenders under Section 506(c), and
(c) grants a superpriority claim under Section 507(b).

Despite the lack of adequate protection and the ongoing
diminution of their cash collateral, the Steering Group says it
has consented, on the terms of the proposed form of order, to
limited use of cash collateral strictly in accordance with
budgets approved by the Term Lenders, initially for four weeks
and now for an additional four weeks.

Depending on the outcome of certain important events over the
next month, the Steering group notes, it remains possible that it
will consent to additional depletion of its cash collateral
beyond the end of July and conceivably including limited amounts
to satisfy specified unsecured administrative claims.  But, based
on currently existing facts and circumstances, the Steering Group
tells the Court that it is not prepared to allow the use of its
cash collateral to fund expenses that provide no benefit to the
Term Lenders' collateral, including payment of the Committee's
expenses, including professional fees.  There is no basis
whatsoever to require use of cash collateral to fund those
expenses, the Steering Group asserts.

                  About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Corp.
is a borrower traded in the secondary market at 72.58 cents-on-
the-dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.21 percentage points
from the previous week, The Journal relates.  The loan matures
Dec. 15, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ca
rating and Standard & Poor's CCC+ rating.  The bank debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

                     About Ford Motor Company

Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) --
http://www.ford.com/-- 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.  Standard & Poor's 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.


FRANK SWENSON: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Frank Swenson
        104 Magnolia
        Oakland, CA 94610

Bankruptcy Case No.: 09-45925

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Phyllis N. Voisenat, Esq.
                  Law Offices of Phyllis N. Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9410
                  Email: pvoisenat@gmail.com

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

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

The Debtor identified Wells Fargo Bank with a claim for $6,673 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/canb09-45925.pdf

The petition was signed by Mr. Swenson.


GARY LEE BELHUMEUR: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Gary Lee Belhumeur
               Lorrayne Lynn Leigh Belhumeur
                  aka Lorrayne Lynn Leigh
               139 W Escalones
               San Clemente, CA 92672

Bankruptcy Case No.: 09-16593

Chapter 11 Petition Date: July 1, 2009

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

Judge: Robert N. Kwan

Debtors' Counsel: Gerald Wolfe, Esq.
                  6B Liberty, Ste 210
                  Aliso Viejo, CA 92656
                  Tel: (949) 257-0961
                  Fax: (949) 608-8930
                  Email: gerald@mortgagelawgroup.com

Total Assets: $1,440,837

Total Debts: $2,561,283

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/cacb09-16593.pdf

The petition was signed by the Joint Debtors.


GASTAR EXPLORATION: S&P Puts 'CCC' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and other ratings on independent exploration and production
firm Gastar Exploration USA Inc. on CreditWatch with positive
implications.

"The ratings action follows the announcement that Gastar has
entered into an agreement with affiliates of Santos Ltd.
[BBB+/Stable/A-2] for the sale of all of Gastar's interests in
certain Petroleum Exploration Licenses in New South Wales,
Australia," said Standard & Poor's credit analyst Amy Eddy.
Gastar expects to receive net after-tax proceeds of $175 million.

The transaction is expected to close on July 10, 2009.  S&P
believes the sale will materially reshape Gastar's balance sheet
by allowing it to repay nearly all debt, which will eliminate
refinancing risk and covenant concerns and strengthen its
liquidity.

S&P could raise the 'CCC' rating on Gastar following a full review
of the company upon or near a successful close of aforementioned
transaction.


GENERAL MOTORS: Bank Debt Trades at 1% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 99.00 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.28 percentage
points from the previous week, The Journal relates.  The loan
matures Nov. 27, 2013.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa2 rating.  The bank debt is not rated by Standard & Poor's.
The bank debt is one of the biggest gainers and losers among
widely-quoted syndicated loans in secondary trading in the week
ended July 3, 2009, among the 157 loans with five or more bids.

                       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 $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  As of March 31, 2009, GM had $82.2 billion
in total assets and $172.8 billion in total liabilities, resulting
in $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: Fitch Withdraws 'D' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Ratings and
outstanding debt ratings on General Motors Corporation and General
Motors of Canada Ltd.:

GM

  -- Long-term IDR 'D';
  -- Senior secured 'CCC/RR1';
  -- Senior unsecured 'C/RR6'.

General Motors of Canada Ltd.

  -- Long-term IDR 'D';
  -- Senior unsecured 'C/RR6'.

Ratings may be withdrawn after 30 days have elapsed after a
default.  Fitch downgraded GM's IDR to 'D' on June 1, 2009, after
the company filed for Chapter 11 bankruptcy.


GEORGIA GULF: To Issue Shares Under Exception to NYSE Rule
----------------------------------------------------------
Georgia Gulf Corporation is amending its private exchange offers
to provide for the issuance of shares of its common stock and a
new convertible preferred stock as described below in exchange for
the $800 million in aggregate principal amount of its outstanding
notes.  In addition, the Company has determined the ratio for the
reverse stock split approved by stockholders at the annual meeting
in May 2009.

Georgia Gulf commenced offers to exchange all of its 7.125% Senior
Notes due 2013, 9.5% Senior Notes due 2014 and 10.75% Senior
Subordinated Notes due 2016 on March 31, 2009 for $250 million of
new second lien notes and shares of common stock which would have
represented 19.9% of the common stock outstanding.  As the Company
has previously reported, the exchange offers, which have been
extended several times, are critical to the Company's debt
restructuring.  Subsequent to launching the exchange offers, the
Company withheld interest payments on the notes and as a result
substantially all of its debt is subject to acceleration. However,
the Company has obtained forbearance agreements with its primary
lenders, including the noteholders, relative to such defaults.
Such forbearance agreements will expire on July 15, 2009, or such
earlier time as any of such lenders otherwise obtains the right to
accelerate the Company's obligations.  Since the forbearance
agreements will expire July 15, 2009, the Company will seek
further extension of those agreements.

The Company has entered into lock-up and consent agreements,
referred to as "lock-up agreements," with the holders of about
84.6%, 79.3% and 34.6% of the outstanding principal amount of the
2014, 2016 and 2013 notes, respectively.  In connection with the
lock-up agreements, the Company is amending the exchange offers as
described below and intends to implement a reverse stock split in
conjunction with consummation of the exchange offers.
Specifically, the board of directors has determined to effect a 1-
for-25 reverse stock split, as a result of which the Company will
have 3 million authorized shares of common stock of which
approximately 1.4 million will be outstanding.

In the amended exchange offers, the Company is offering 1,430,000
shares of its post-split common stock and 32,050,000 shares of
preferred stock that are convertible into shares of common stock
on a share-for-share basis in exchange for all of the outstanding
notes, which would represent about 96% of the outstanding common
stock.  The lock-up agreements provide, among other things, that
the noteholders party to such agreements will tender their notes
in the exchange offers.  The lock-up agreements will terminate if
the exchange offers are not consummated by July 31, 2009, or if
they are withdrawn prior thereto.

Normally, an issuance of the Company's common stock in the amount
to be issued in the exchange offers would require approval of the
Company's stockholders in accordance with the Shareholder Approval
Policy of the New York Stock Exchange.  However, the members of
the audit committee of the board of directors have determined that
any delay caused by securing stockholder approval prior to the
issuance of these securities would seriously jeopardize the
Company's ability to complete the amended exchange offers and, as
a result, the financial viability of the Company.  On July 1,
2009, the audit committee approved the Company's use of an
exception to the NYSE's Shareholder Approval Policy, and, in
accordance with the exception, the Company will not consummate the
amended exchange offers until at least 10 days after the mailing
of a letter to stockholders describing this transaction.  The NYSE
has accepted the Company's reliance on the exception to the
Shareholder Approval Policy.

Assuming consummation of the exchange offers, the Company intends
to convene a special stockholders' meeting to seek approval of an
amendment to the Company's charter that will increase the number
of authorized shares of common stock, so as to permit conversion
of the convertible preferred stock, which by its terms will
convert into common stock upon the effectiveness of such
amendment.

                       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.


GEORGIA PACIFIC: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Georgia Pacific
Corp. is a borrower traded in the secondary market at 94.08 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.58 percentage
points from the previous week, The Journal relates.  The loan
matures Dec. 22, 2012.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba2 rating and Standard & Poor's BB+ rating.  The bank debt is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

Georgia-Pacific Corp. -- http://www.gp.com/-- is one of the
world's leading manufacturers of tissue, pulp, paper, packaging,
building products and related chemicals.  The Company has
approximately 300 manufacturing facilities across North America,
South America and Europe, ranging from large pulp, paper and
tissue operations to gypsum plants, box plants and building
products complexes.


H & B COMMERCIAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: H & B Commercial Properties, Inc.
          dba H & B Commercial Properties, Inc.
        7096B Howard Street
        Spartanburg, SC 29301

Bankruptcy Case No.: 09-04884

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
      R Branch, LLC                                09-04885

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Debtor's Counsel: James Perry Craig, Esq.
                  Craig Law Firm, PC
                  P.O. Box 11245
                  Columbia, SC 29211
                  Tel: (803) 252-5178
                  Email: jcraig@craiglawfirm.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.


HAWAII SUPERFERRY: Court OKs Surrender of Ships to Lenders
----------------------------------------------------------
Bloomberg News reports that the Hon. Peter Walsh of the U.S.
Bankruptcy for the District of Delaware has ruled that Hawaii
Superferry Inc. can surrender its ships to lenders owed
$158.8 million for their construction.

The vessels are relocated from Hawaii to a shipyard in Mobile,
Alabama, and may be taken over by the federal agency that helped
fund their construction, Bloomberg relates.

Bloomberg quoted Hawaii Superferry's lawyer, Leon Barson, as
saying, "We're not going to be returning back to the state of
Hawaii now that the estate has abandoned the ships."

Bloomberg states that Hawaii Superferry admitted that the Company
and its parent, HSF Holdings Inc., have $1.2 million in cash and a
single ferry engine to use to pay creditors, which, according to
creditor attorney Craig Wolfe, could force the creditors sue J.F.
Lehman & Co. -- the private-equity firm that controlled Hawaii
Superferry -- to recover anything.

The main part of Hawaii Superferry's bankruptcy case will stay in
Delaware, Bloomberg reports.  Citing Judge Walsh, the report says
that claims filed by the state of Hawaii related to its contract
with Hawaii Superferry will be transferred to U.S. Bankruptcy
Court in Honolulu.

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

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


HAYES LEMMERZ: Files Plan and Disclosure Statement
--------------------------------------------------
The Plan and the disclosure statement have to be approved by the
Court.  Before the Company can solicit acceptances and seek
approval of the Plan, the Court must approve the adequacy of the
disclosure statement.  A hearing to consider approval of the
disclosure statement is scheduled for July 30.

The material terms of the Plan were prearranged with the DIP
lenders and prepetition secured lenders prior to the commencement
of the Company's reorganization cases.  Accordingly, the Company
has the overwhelming support of its senior secured lenders
regarding the targeted reorganization contemplated by the Plan.

The Company confirms that it is on track within the targeted
restructuring process and foresees that the final Plan could be
submitted for Court consideration as early as September.

                            Plan Terms

The Plan reflects the terms of an agreement reached with a
majority of their prepetition secured lenders shortly prior to the
Petition Date.  Under the Plan, certain of the Debtors'
prepetition secured lenders agreed to fund the operations of the
Debtors through a $100 million of debtor-in-possession financing
in exchange for majority ownership of the reorganized Company upon
emergence from chapter 11.

Specifically, upon consummation of the Plan, the DIP Lenders will
(1) receive their pro rata share of 87.25% of the new common stock
to be issued by the Company upon consummation of the Plan on
account of certain amounts the DIP Lenders advanced to the Debtors
prior to the Petition Date and (b) convert the principal amount of
the outstanding amount, as of the Plan's effective date, of the
new money loans provided to the Debtors pursuant to the debtor-in-
possession financing into a secured term loan.

The remaining equity of the Debtors will be distributed to the
Debtors' other prepetition secured lenders and their noteholders
in exchange for elimination of their debt claims.

Holders of certain other general unsecured claims will share pro
rata in $250,000 provided the Prepetition Secured Lenders and
Holders of Other Unsecured Claims vote to accept the Plan.

The Debtors' existing publicly traded common stock will be
canceled and no distributions will be made to such holders of
common stock.  In addition, holders of any claims subordinated
pursuant to Bankruptcy Code section 510(c) will not receive a
distribution under the Plan.

      Classification and Treatment of Claims and Interests

  Class  Class Description             Treatment Under Plan
  -----  --------------------      ------------------------------
  1      Secured Tax Claims        Unimpaired.  Deemed to Accept
  2      Other Secured Claims      Unimpaired.  Deemed to Accept
  3      Other Priority Claims     Unimpaired.  Deemed to Accept
  4      Intercompany Claims       Unimpaired.  Deemed to Accept
  5      Subsidiary Interests      Unimpaired.  Deemed to Accept
  6      Prepetition Secured
           Claims                  Impaired.  Entitled to Vote
  7      Noteholder Claims         Impaired.  Entitled to Vote
  8      Other Unsecured Claims    Impaired.  Entitled to Vote
  9      Subordinated Securities
           Claims                  Impaired.  Demmed to Reject
10      Interests in Hayes        Impaired.  Deemed to Reject

                             Cramdown

Only creditors under Classes 6, 7 and 8 are entitled to vote on
the Plan.  To the extent that any of these impaired classes
rejects the Plan or is deemed to have rejected it, the
Debtors will, with the consent of Requisite DIP Lenders, request
confirmation of the Plan, as it may be modified from time to time,
under the "cramdown" provisions as set forth in section 1129(b) of
the Bankruptcy Code.

A full-text copy of the disclosure statement with respect to Hayes
Lemmerz International, Inc.'s joint plan of reorganization, dated
as of July 2, 2009, is available at:

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

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.  This is the
Company's second trip to the bankruptcy court, dubbed a Chapter
22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets.  The Company
plans to reduce its debt and restructure its balance sheet.

Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware.  The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time.  The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003.  In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged.  The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock.  Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock.  Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.


HAYES LEMMERZ: Fitch Withdraws 'D' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has withdrawn the Issuer Default Ratings and
outstanding debt ratings on Hayes Lemmerz International Inc. and
its subsidiaries:

HAYZ

  -- Long-term IDR 'D'.

HLI Operating Company, Inc. (HLI Opco)

  -- Long-term IDR 'D';
  -- Senior secured revolving credit facility 'C/RR4'.

Hayes Lemmerz Finance - Luxembourg SCA (European Holdco)

  -- Long-term IDR 'D';
  -- Senior secured revolving credit facility 'C/RR4';
  -- Senior secured Euro synthetic LOC facility 'C/RR4';
  -- Senior secured Euro term loan 'C/RR4';
  -- Senior unsecured Euro notes 'C/RR6'.

Ratings may be withdrawn after 30 days have elapsed after a
default.  Fitch downgraded HAYZ's IDR to 'D' on May 12, 2009,
after the company filed for Chapter 11 bankruptcy.


HAZEL ALLEN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hazel Gaston Allen, Jr.
           aka Buddy Allen
           aka H. G. Allen, Jr.
           fdba Alcon Builders and Home Maintenance
        2795 Cheatham Road
        Acworth, GA 30101

Bankruptcy Case No.: 09-76986

Chapter 11 Petition Date: July 2, 2009

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

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  Email: pmarr@mindspring.com

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

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

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

          http://bankrupt.com/misc/ganb09-76986.pdf

The petition was signed by Peter Anania, president of the Company.


HENDRICKS FURNITURE: Court Names 9 Parties to Creditors Committee
-----------------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina, upon the recommendation of the
United States Bankruptcy Administrator, appointed nine members to
the Official Committee of Unsecured Creditors in the bankruptcy
cases of Hendricks Furniture Group, LLC.

The Committee members are:

    * Baker Furniture Company
    * Century Furniture, LLC
    * Kingsdown, Inc.
    * Michael Aziz Oriental Rugs, Inc.
    * Noori Liquidation Centers, Inc.
    * Pruitt & Huntley, LLC
    * Salem Leasing Corp.
    * Lexington Home Brands
    * Larry T. Norris

As reported by the Troubled Company Reporter on June 25, 2009, the
Bankruptcy Administrator for the Western District of North
Carolina will convene a meeting of creditors in Hendricks
Furniture Group, LLC.'s Chapter 11 case on July 15, 2009, at 2:00
p.m.  The meeting will be held at the U.S. Bankruptcy
Administrators Office, 402 West Trade Street, Suite 205,
Charlotte, North Carolina.

Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba
Boyles Distinctive Furniture makes and sells furniture.  The
Company and its affiliates filed for Chapter 11 on June 10,
2009 (Bankr. W. D. N.C. Lead Case No. 09-50790).  Albert F.
Durham, Esq., at Rayburn, Copper & Durham, P.A., represents the
Debtors in their restructuring efforts.  The Debtor listed $50
million to $100 million in assets and $10 million to $50 million
in debts.


IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Idearc, Inc., is a
borrower traded in the secondary market at 42.64 cents-on-the-
dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.64 percentage points
from the previous week, The Journal relates.  The loan matures
Nov. 17, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  Standard & Poor's has assigned a default rating on
the bank debt.  The bank debt is one of the biggest gainers and
losers among widely-quoted syndicated loans in secondary trading
in the week ended July 3, 2009, among the 157 loans with five or
more bids.

                        About Idearc, Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- fka Verizon Directories Disposition
Corporation, provides yellow and white page directories and
related advertising products in the United States and the District
of Columbia.  Products include print yellow pages, print white
pages, Superpages.com, Switchboard.com and LocalSearch.com, the
company's online local search resources, and Superpages Mobile,
their information directory for wireless subscribers.

Idearc is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon brand
on their print directories in their incumbent markets, well as in
their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of December 31,
2008, showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


IMAX CORP: S&P Changes Outlook to Positive; Affirms 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
IMAX Corp. to positive from stable.  S&P also affirmed the
existing ratings on the company, including the 'CCC+' corporate
credit rating.

"The rating action reflects the company reducing debt maturing in
2010 by $44 million," said Standard & Poor's credit analyst Tulip
Lim.  "It also reflects S&P's view that EBITDA will begin to
improve from the contribution of theaters under revenue-sharing
arrangements and increasing DMR (Digital Re-Mastering) receipts
due to the continued widening of the network, which could improve
prospects for refinancing debt maturing in 2010."

The rating on IMAX Corp. reflects the modest size of the company's
niche market relative to its heavy debt burden, weak discretionary
cash flow, thin liquidity, and sizeable upfront capital
requirements of its revised business strategy.  It also reflects
S&P's concern that while revenue-sharing arrangements may be
necessary for the company's long-term sustainability, EBITDA from
these arrangements has yet to manifest itself meaningfully in the
company's reported results, and these arrangements require the
company to invest significant amounts of its modest liquid
resources upfront.  These concerns overshadow the company's
position as a specialized provider of giant-screen theater
projection, camera, and sound systems.  Mississauga, Ontario-based
IMAX also derives recurring revenue from the installed base of
more than 300 IMAX theater systems, the potential for expanding
recurring revenue under revenue-sharing arrangements, and a
measure of near-term revenue visibility provided by the company's
pending system installations.

Lease-and-pension adjusted debt to EBITDA was very high, at about
20x on March 31, 2009, and adjusted EBITDA to interest expense was
fractional at 0.5x.  In June, the company raised $80.6 million in
gross proceeds from issuing new common stock.  The company
disclosed that it intends to use the proceeds to repay debt and
for general corporate purposes.  On June 9, 2009, the company
repurchased $44.3 million of its $160 million senior notes due
2010.  Assuming all the proceeds are used to repay debt, adjusted
leverage was about 11.4x.

The company's discretionary cash flow was negative for the 12
months ended March 31, 2009, and has been negative since 2005.
Negative discretionary cash flow has widened in the last couple of
quarters because of the upfront investments IMAX has incurred to
install many systems under revenue-sharing arrangements.
Discretionary cash will likely be negative for the full year
2009 because of the ongoing capital involved in revenue-sharing
opportunities.  IMAX must also generate non-revenue-sharing new
contracts (its traditional structure) and install them on a timely
basis to prevent an accelerated consumption of cash.


IMPROVED LOTS LLC: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Improved Lots LLC
        13059 Dickens
        Studio City, CA 91604

Bankruptcy Case No.: 09-18178

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

Total Assets: $2,454,171

Total Debts: $1,219,088

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

          http://bankrupt.com/misc/cacb09-18178.pdf

The petition was signed by Moshe Schnapp, manager of the Company.


ION MEDIA: Receives Final Approval for $150 Million Financing
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted final approval for ION Media Networks, Inc.'s
$150 million debtor-in-possession financing being provided by a
majority of its first lien senior secured lenders.

After review of various funding proposals received in recent
weeks, the Court approved the financing alternative determined by
ION as being in the best interest of the Company.  The approved
financing is being provided by a majority of ION's first lien
lenders, with the opportunity of participation for all first lien
holders.  In total, holders of approximately 88% of outstanding
first lien indebtedness affirmatively support or do not object to
the approved financing.

The financing is consistent with the Company's plan for growing
its TV network through general audience appeal based on sustained
investment in programming and digital technology.  Importantly,
among other things, the Company has secured the right to convert
this financing into equity at its election, as part of an overall
plan the Company intends to complete in the near term.

"The team has been working very hard and diligently on building
the company and we are pleased about this vote of confidence from
our stakeholders as well as from the Court," said Brandon Burgess,
ION's Chairman and CEO.  "Operationally, June was a new high for
us in terms of audience ratings, and this funding will allow us to
maintain momentum and provide full support for the launch of our
fall programming season."

The company also confirmed that it is in active discussions for
the acquisition of further content for the 2009/10 television
season, including both off-network syndicated content as well as
original productions.

ION's business is focused on capturing growth through improved
programming and distribution.  Ratings for ION Television showed
double digit increases in the first quarter, driven by new
programming additions, including NCIS, Boston Legal, Ghost
Whisperer, and popular motion pictures.  Additional syndicated
shows such as Criminal Minds will join the network line-up in the
second half of the year, along with several original show
premieres including the crime drama Durham County, starring Hugh
Dillon.

The Debtors defended their proposed $150 million DIP loan facility
as "fair and reasonable", after their Official Committee of
Unsecured Creditors argued that the terms of the DIP facility give
them short shrift, the Troubled Company Reporter said July 3,
2009, citing Law360.

                          About ION Media

ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others.  Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth.  It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel.  Moelis & Company LLC is the Debtors'
financial advisor.  Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent.  The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009.


IOWA TELECOMMUNICATIONS: S&P Assigns 'B+' Rating on $75 Mil. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+' issue-
level rating to Newton, Iowa-based rural telecommunications
services provider Iowa Telecommunications Services Inc.'s (Iowa
Telecom) $75 million Series A Incremental Loan.  The recovery
rating on the loan is '3', indicating expectations for meaningful
(50%-70%) recovery in the event of a payment default.  In
addition, S&P affirmed all other ratings on the company, including
the 'B+' corporate credit rating.  The $75 million incremental
term loan, which matures on Nov. 23, 2011, is being issued through
the $125 million accordion feature in the company's existing term
loan B.  Proceeds were used to finance Iowa Telecom's acquisition
of Sherburne Tele Systems Inc., which closed July 2, 2009.  The
outlook is stable.

"The ratings on Iowa Telecom," said Standard & Poor's credit
analyst Naveen Sarma, "reflect an aggressive, shareholder-oriented
financial policy with a commitment to a substantial dividend that
limits potential debt reduction, and a weak business position as
the company faces increased competition."  The company is
experiencing accelerating access-line losses in its core voice
telephony business because of telephone competition from cable
TV operators, wireless substitution, and loss of second lines.
"Despite having only telephone competition in about 30% of its
local exchanges," continued Mr. Sarma, "Iowa Telecom's access-line
losses in the mid-7% range are more comparable to less rural
telephone companies with much higher cable telephony overlap."


JAK'S HEAT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jak's Heat Incorporated
           dba Brass & Bronze Casting Company
        1090 Sandy Hill Road
        Irwin, PA 15642

Bankruptcy Case No.: 09-24969

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert H. Slone, Esq.
                  Mahady & Mahady
                  223 South Maple Avenue
                  Greensburg, PA 15601
                  Tel: (724) 834-2990
                  Email: robert.slone@7trustee.net

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

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

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

          http://bankrupt.com/misc/pawb09-24969.pdf

The petition was signed by John A. Drakulic, president of the
Company.


JOCKEYS' GUILD: Court Closes Two-Year Chapter 11 Case
-----------------------------------------------------
The Associated Press reports that the Hon. David Stosberg of the
U.S. Bankruptcy Court for the Western District of Kentucky has
closed Jockeys' Guild' Chapter 11 bankruptcy case.

According to The AP, Judge Stosberg signed the order to end the
two-year process, after Jockey's Guild settled a legal fight with
its former director and came up with a plan to pay debts related
to its health insurance plan.

Jockeys' Guild will continue providing disability and life
insurance, and lobby for jockeys on health and safety issues, The
AP states.

Headquartered in Louisville, Kentucky, Jockeys' Guild Inc. --
http://www.jockeysguild.com/-- is a labor union based in
Monrovia, California, representing thoroughbred horse racing and
quarter horse professional jockeys.  The Company filed for Chapter
11 bankruptcy protection on October 12, 2007 (Bankr. W.D. Ky. Case
No. 07-33600) in hopes to solve problems relating to its insurance
through its bankruptcy filing.  Lea Pauley Goff, Esq., and Gregory
D. Pavey, Esq., at Stoll Keenon Ogden PLLC, represented the Debtor
in its restructuring efforts.  In schedules filed with the Court,
the Debtor disclosed total assets of $3,796,376 and total debts of
$3,039,456.


KARL O'FARREL: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Max Christopher Donnelly
                       Ferrier Hodgson
                       Level 13 Grosvenor Place
                       225 George Street
                       Sydney
                       Australia
                       Tel: (61) 2-9286-9999

Chapter 15 Debtor: O'Farrell, Karl John
                   23 East 10th Street, #808
                   New York, NY 10003

Chapter 15 Case No.: 09-14281

Chapter 15 Petition Date: July 2, 2009

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Chapter 15 Petitioner's Counsel: Donald J. Kravet, Esq.
                                 dkravet@kvnyc.com
                                 Kravet & Vogel, LLP
                                 1040 Avenue of the Americas
                                 Suite 1101
                                 New York, NY 10018
                                 Tel: (212) 997-7634
                                 Fax: (212) 997-7686

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million


KATALYST VENTURE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Katalyst Venture, LLC
        1423 West White Sands Lane
        Syracuse, UT 84075

Bankruptcy Case No.: 09-21712

Chapter 11 Petition Date: July 1, 2009

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Aaron M. Waite, Esq.
                  450 Hillside Drive #203
                  Mesquite, NV 89027
                  Tel: (702) 346-0820
                  Fax: (801) 561-0904
                  Email: aaron@thlawfirm.com

                  L. Miles Lebaron, Esq.
                  LeBaron & Jensen PC
                  476 W Heritage Park Blvd, Ste 200
                  Tel: (801) 773-9488
                  Fax: (801) 773-9489
                  Email: tylerjensen@lebaronjensen.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by John Anderson.


KEV ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kev Enterprises, Inc., a Corporation
           aka Dunkin Donuts
           aka Baskin Robbins
        5635 14th Street W
        Bradenton, FL 34207

Bankruptcy Case No.: 09-14394

Chapter 11 Petition Date: July 2, 2009

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

Debtor's Counsel: Brian S. Behar, Esq.
                  Behar Gutt & Glazer PA
                  2999 Northeas 191st Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  Fax: (305) 931-3774
                  Email: bsb@bgglaw.net

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

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

A list of the Company's 18 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/flmb09-14394.pdf

The petition was signed by Stanley Furash, president of the
Company.


KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service has changed the probability of default
rating for Kinetek Holdings Corp. to Caa1 from Caa1/LD.  In
addition, Moody's upgraded the ratings on the first lien term loan
and revolver to B3 from Ca and the rating on the second lien term
loan to Caa2 from C.

These changes are in line with the expectations outlined by
Moody's in the June 26, 2009 press release on Kinetek.  Please see
that press release for more details.  The upgrade of the first
lien term loan and revolver and second lien term loan is
consistent with Moody's Loss Given Default framework based on the
company's capital structure after its recent debt purchases, which
were considered a distressed exchange by Moody's.

These ratings were upgraded:

  -- Probability of default rating to Caa1 from Caa1/LD;

  -- Senior secured revolving credit facility rating to B3, LGD3,
     34% from Ca, LGD4, 50%;

  -- Senior secured term loan rating to B3, LGD3, 34% from Ca,
     LGD4, 50%; and

  -- Senior secured 2nd lien term loan rating to Caa2, LGD5, 85%
     from C, LGD5, 74%.

This rating was affirmed:

  -- Corporate family rating at Caa1

The last rating action was on June 26, 2009, when Moody's affirmed
Kinetek's Caa1 corporate family rating and changed its probability
of default rating to Caa1/LD from Caa1.

Kinetek, based in Deerfield, Illinois, is a manufacturer of
specialty purpose electric motors, gearmotors, gearboxes, gears
and electronic motion controls for a wide variety of consumer,
commercial, and industrial markets.  Revenues for the twelve month
period ended March 31, 2009, were $373 million.


KIP SKIDMORE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Kip Skidmore
               Illa A. Skidmore
                  aka Illa Jones-Skidmore
                  aka Illa A. Jones-Skidmore
                  aka Illa A. Skidmore
                  aka Illa Jones
                  aka Illa A. Jones
               2705 Sierra View Trail
               Carmichael, CA 95608

Bankruptcy Case No.: 09-33808

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtors' Counsel: Estela O. Pino, Esq.
                  800 Howe Ave #420
                  Sacramento, CA 95834-1133
                  Tel: (916) 641-2288
                  Tel: (916) 641-1888


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

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

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

      http://bankrupt.com/misc/caeb09-33808.pdf

The petition was signed by the Joint Debtors.


LARRY BRESNICK: No Fees for Lawyer After Trustee Appointed
----------------------------------------------------------
WestLaw reports that a court's previous grant of authorization to
an individual Chapter 11 debtor-in-possession to employ a law firm
as counsel to the debtor-in-possession terminated, together with
the debtor's status as debtor-in-possession, upon appointment of a
Chapter 11 trustee.  Thus, the law firm was not entitled to be
compensated from the estate for any legal services which it
performed after the trustee's appointment.  The fee provision of
the Code, 11 U.S.C. Sec. 330(a)(1), does not authorize
compensation awards to debtors' attorneys from estate funds,
unless they are employed as authorized by Sec. 327 governing the
employment of estate professionals.  In re Bresnick, --- B.R.
----, 2009 WL 1772385 (Bankr. E.D.N.Y.).

Larry Bresnick sought Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 07-41580) on March 30, 2007.  Mr. Bresnick's petition --
available at http://bankrupt.com/misc/nyeb07-41580.pdfat no
charge -- indicates he had less than $10,000 of assets of debts at
the time of the filing.


LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 70.25 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.93 percentage points
from the previous week, The Journal relates.  The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B- rating.  The bank debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

Las Vegas Sands Corp.  -- http://www.lasvegassands.com/-- and its
subsidiaries develop multi use integrated resorts worldwide.  It
owns the Venetian resort-hotel-casino and the Sands Expo and
Convention Center in Las Vegas, Nevada; and The Sands Macao Casino
in Macao, the People's Republic of China. Venetian Macao is a
wholly-owned subsidiary of Las Vegas Sands Corp. VML owns the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao and is also developing additional
casino hotel resort properties in Macao.


LEAR CORP: Bank Debt Trades at 29% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 70.83 cents-on-the-
dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.11 percentage points
from the previous week, The Journal relates.  The loan matures
March 29, 2012.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
and Standard & Poor's.  The bank debt is one of the biggest
gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 3, 2009, among the 157
loans with five or more bids.

Lear Corp. -- http://www.lear.com/-- designs, manufactures, and
sells automotive seat, electrical distribution, and electronic
products in the U.S. It operates in three segments: Seating,
Electronic and Electrical, and Interior.

As reported by the TCR on July 3, 2009, Standard & Poor's Ratings
Services said that it has lowered its issue-level rating on Lear
Corp.'s senior secured debt to 'D' from 'CC', and the rating on
the remaining senior unsecured debt to 'D' from 'C', reflecting
Lear's announcement that it intends to commence shortly a proposed
debt restructuring through a bankruptcy filing


LEAR CORPORATION: Looming Ch. 11 Filing Cues Moody's Cut to 'D'
---------------------------------------------------------------
Moody's Investors Service lowered Lear Corporation's Probability
of Default to D from Ca, and affirmed the Corporate Family Rating
at Ca.  Moody's also affirmed the ratings on Lear's senior secured
term loan at Ca, and on the unsecured notes at C.

The lowered PDR to D reflects the company's announcement that it
has reached an agreement in principle on a consensual debt
restructuring with steering committees representing its secured
lenders and its bondholders.  The company plans to implement the
debt restructuring through an expedited Chapter 11 process,
commencing "shortly", involving certain of the company's U.S. and
Canadian subsidiaries.

The company's announcement states that the 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 agreement in principle provides that, subject to certain
limited exceptions, Lear's trade creditors will be paid in full.
In addition, to support the restructuring process, Lear announced
that it has received commitments for $500 million in new money
debtor-in-possession financing.

Moody's lowered Lear's rating in June subsequent to the company's
missed June 1st interest payments of approximately $38 million on
its senior notes due in 2013 and in 2016.  There is a 30-day grace
period under the indentures.  The company anticipates being in
default under the senior notes due in 2013 and in 2016, as the 30-
day grace period expires on July 2, 2009.  In addition, the
Company stated that it has not made principal and interest
payments due under its senior credit facility on June 30th.

Consistent with Moody's Withdrawal Policy, Moody's will withdraw
the ratings once the company files for Chapter 11.

Ratings lowered:

Lear Corporation

  -- Probability of Default, to D from Ca;

Ratings Affirmed:

  -- Corporate Family Rating, at Ca;
  -- Senior Secured Term Loan, at Ca (LGD4, 56%);
  -- Senior Unsecured Notes, at C (LGD5, 73%);
  -- Speculative Grade Liquidity rating of SGL--4

The last rating action was on June 3, 2009 when the Corporate
Family Rating was lowered to Ca.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had net sales of $13.6 billion in
2008 and had approximately 80,000 employees in 36 countries.


LODGIAN INC: Obtains Payment Extension on Two Mortgage Pools
------------------------------------------------------------
Lodgian, Inc., has obtained extensions on $71.6 million of its
mortgage indebtedness previously scheduled to mature on July 1,
2009, and remains in negotiations on extension of $45.7 million of
mortgage debt which matured on July 1, 2009.  The mortgage
indebtedness, which was originated in June 2004 by Merrill Lynch
and securitized in the collateralized mortgage-backed securities
market, has been divided into three pools of indebtedness referred
to by the company as the Merrill Lynch Fixed Rate Pools #1, #3 and
#4.  (The company repaid the Merrill Lynch Fixed Rate Pool #2 in
2007.)  In summary, the company has reached agreements with the
special servicers of this mortgage indebtedness to provide:

   -- An extension of the maturity date of the Merrill Lynch Fixed
      Rate Pool #1 to July 1, 2010; and

   -- An extension of the maturity date of the Merrill Lynch Fixed
      Rate Pool #4 to July 1, 2012.

Schedule of the principal balance for each of these loan pools, as
of July 1, 2009, as well as a listing of the hotels that serve as
collateral under these loan pools:

     (1) Merrill Lynch Fixed Rate Pool #1

         Principal balance, as of July 1, 2009 -- $36.5 million

         Properties securing mortgage indebtedness:

         -- Courtyard by Marriott Buckhead - Atlanta, GA
         -- Marriott Denver Airport - Denver, CO
         -- Holiday Inn - Strongsville, OH
         -- Four Points by Sheraton - Philadelphia, PA

     (2) Merrill Lynch Fixed Rate Pool #3

         Principal balance, as of July 1, 2009 -- $45.7 million

         Properties securing mortgage indebtedness:

         -- Courtyard by Marriott - Bentonville, AR
         -- Courtyard by Marriott - Florence, KY
         -- Holiday Inn Inner Harbor - Baltimore, MD
         -- Fairfield Inn by Marriott - Merrimack, NH
         -- Courtyard by Marriott - Abilene, TX
         -- Crowne Plaza - Houston, TX

     (3) Merrill Lynch Fixed Rate Pool #4

         Principal Balance, as of July 1, 2009 - $35.1 million

         Properties securing mortgage indebtedness:

         -- Residence Inn by Marriott - Little Rock, AR
         -- Crowne Plaza - West Palm Beach, FL
         -- Courtyard by Marriott - Paducah, KY
         -- Hilton - Columbia, MD
         -- Holiday Inn - Myrtle Beach, SC
         -- Wyndham DFW Airport - Irving, TX

"We are extremely pleased with the extension agreements reached
with regard to two of the three maturing loans, which extends the
maturity date of $36.5 million and $35.1 million of mortgage debt
for one and three years, respectively," said Dan Ellis, Lodgian
president and chief executive officer.  "These extensions give
Lodgian additional time and flexibility as the company continues
its efforts to refinance this debt.  We remain in negotiations
with the special servicer of the Merrill Lynch Fixed Rate Pool #3
in an effort to arrive at a longer term solution for this loan
portfolio."

                    Extension of Merrill Lynch
                Fixed Rate Pool #1 to July 1, 2010

As of July 1, 2009, the principal amount of the Merrill Lynch
Fixed Rate Pool #1 was $36.5 million.  The company and the special
servicer for Pool #1 have agreed to two separate six-month
extensions of the maturity date for this indebtedness.  Assuming
that the second six-month extension is exercised by the company,
the maturity date of Pool #1 will be July 1, 2010.  The interest
rate on Pool #1 will remain fixed at 6.58% during the term of the
extension.  The company has paid the special servicer an extension
fee of approximately $183,000 and will pay an additional extension
fee of approximately $266,000 if the company chooses to exercise
the second six month extension.   Additionally, the company made a
principal reduction payment of $2 million (reducing the principal
balance of Pool #1 to $36.5 million as of July 1, 2009), and will
make an additional $1 million principal reduction payment on or
before December 30, 2009, if it exercises the second six month
extension.  The company also has agreed to make additional
principal reduction payments of approximately $83,000 per month
during the first six month extension and approximately $166,000
per month during the second six month extension, if exercised.

                    Extension of Merrill Lynch
                Fixed Rate Pool #4 to July 1, 2012

As of July 1, 2009, the principal amount of the Merrill Lynch
Fixed Rate Pool #4 was $35.1 million.  The company and the special
servicer for Pool #4 have agreed to extend the maturity date to
July 1, 2012.  The interest rate on Pool #4 will remain fixed at
6.58%. In connection with this agreement, the company paid an
extension fee of approximately $175,000 and made a principal
reduction payment of $500,000.  The parties also have agreed to
revise the allocated loan amounts for each property serving as
collateral for Pool #4 and to allow partial prepayments of the
indebtedness.  Pursuant to this agreement, the company may release
individual assets from Pool #4 by paying the lender specified
amounts (in excess of the allocated loan amounts) in connection
with a property sale or refinancing. The company also agreed to
pay the lender an "exit fee" upon a full or partial repayment of
the loan.  The amount of this fee will increase each year but,
assuming the loan is held for the full three year term, will
effectively increase the current interest rate by 100 basis points
per annum.  The company also has issued a full recourse guaranty
of Pool #4 in connection with this amendment.

                 Merrill Lynch Fixed Rate Pool #3

As of July 1, 2009, the principal amount of the Merrill Lynch
Fixed Rate Pool #3 was $45.7 million.  The company and the special
servicer are currently in negotiations concerning a long-term
maturity extension for Pool #3; however, no agreement has been
reached and the company can provide no assurances that the parties
will reach such an agreement.  The failure to pay the principal
balance due upon maturity is an event of default, which gives the
lender the right to institute foreclosure proceedings.  In the
event that the company is unable to achieve a long-term extension
of Pool #3, the company expects that anticipated cash flow from
the hotels securing Pool #3 may not be sufficient to meet the
related debt service obligations and it may be necessary to
transfer the properties securing this indebtedness to the lender
in satisfaction of the company's obligations.

                     Holiday Inn Phoenix West

On May 6, 2009, the company said its efforts to sell the Holiday
Inn in Phoenix, Arizona, have been unsuccessful and that the
hotel's operating performance was continuing to decline.  The
company has concluded that this hotel's market value is less than
the $9.4 million of mortgage indebtedness (unrelated to the
Merrill Lynch Fixed Rate Pool indebtedness described) which
encumbers the property.  Accordingly, the company ceased making
mortgage payments on this indebtedness in May 2009 and began
discussions with the lender to return the Holiday Inn property to
the lender on a consensual basis.  The discussions are ongoing.

On June 17, 2009, the company received notice from its lender that
the mortgage indebtedness on the Holiday Inn Phoenix West had been
accelerated, as anticipated.  This mortgage indebtedness is non-
recourse to the company (except in certain limited circumstances
which the company believes do not apply in this case) and is not
cross-collateralized with any of the company's other indebtedness.
Since the company no longer intends to sell this hotel, this
property no longer meets the criteria for classification as "held
for sale."  As a result, the company will reclassify the property
to "held for use" in its second quarter 2009 financial statements.

                           About Lodgian

Lodgian, Inc. -- http://www.lodgian.com/-- (NYSE Alternext US:
LGN) is one of the nation's largest independent hotel owners and
operators.  The company currently owns and manages a portfolio of
38 hotels with 7,079 rooms located in 22 states.  Of the company's
38-hotel portfolio, 18 are InterContinental Hotels Group brands
(Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn
Express), 12 are Marriott brands (Marriott, Courtyard by Marriott,
SpringHill Suites by Marriott, Residence Inn by Marriott and
Fairfield Inn by Marriott), two are Hilton brands, and five are
affiliated with other nationally recognized franchisors including
Starwood, Wyndham and Carlson.  One hotel is an independent,
unbranded property, which is currently closed and held for sale.


LYLE HIRATA: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Lyle K. Hirata
                2513 W. 171st St.
                Torrance, CA 90504

Case Number: 09-26930

Involuntary Petition Date: July 2, 2009

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Petitioners' Counsel: Diane B. Carey, Esq.
                      Law Offices of Diane B. Carey
                      3010 Wilshire Blvd., Suite 428
                      Los Angeles, CA 90010
                      Tel: (323) 586-0119
                      Fax: (877) 262-0281

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Ron Brady, Sr.                 secured              $1,500,000
2620 S Mary Pkwy
Las Vegas, NV 89109

Shamika Johnson                unsecured            $40,000
5335 Wilshire Blvd #219
Los Angeles, CA 90036

Thomas Wilson                  unsecured            $60,000
5335 Wilshire Blvd #428
Los Angeles, CA 90036


MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mandolin Investment Group, LLC
        6202 Richmanor Terrace
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 09-22037

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: James A. Vidmar Jr., Esq.
                  Logan, Yumkas, Vidmar & Sweeney LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  Email: jvidmar@loganyumkas.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
3 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/mdb09-22037.pdf

The petition was signed by John Nelson, member of the Company.


MARK IV: Court Sets August 21 Deadline for Filing Claims
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set August 21, 2009 by 5:00 p.m. (Eastern), as the deadline
for general creditors to file proofs of prepetition claim in the
bankruptcy cases of Mark IV Industries, Inc. and it affiliates.

The governmental units have until October 28, 2009 at 5:00 p.m.
(Eastern), to file proofs of claim.

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc. --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio
frequency, and information display, technologies. The company has
a geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on
April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Judge
Stuart M. Bernstein presides over the case.  Jay M. Goffman, Esq.,
J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel.
David Orlofsky, Managing Director; Tadd Crane, Director; Jose
Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring
Advisors.  David Hilty and Saul Burian, Managing Directors at
Houlihan Lokey, serve as Investment Bankers and Financial
Advisors.  Sitrick and Company acts as Public Relations Advisor.
Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP,
represents JPMorgan Chase Bank, N.A., the First Lien Agent and the
DIP Agent.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represents the Creditors' Committee.

The Debtors disclosed $100 million to $500 million in estimated
assets and more than $1 billion in debts when they filed for
bankruptcy.


METALDYNE CORP: RHJ Extends Due Diligence Deadline to July 16
-------------------------------------------------------------
RHJ International has amended the Purchase Agreement that it
entered into with Metaldyne Corporation on June 15, 2009.  RHJI
has agreed, subject to certain conditions, to buy certain
powertrain and other Metaldyne operating assets and the stock of
certain foreign subsidiaries of Metaldyne as going concerns under
a court-supervised sale process pursuant to Section 363 of the
U.S. Bankruptcy Code.

The Purchase Agreement was amended to extend to July 16, 2009, the
deadline by which RHJI must notify Metaldyne whether RHJI has
completed due diligence to its satisfaction, one of the conditions
to the sale.  There were no other material changes to the terms of
the Purchase Agreement.  The amendment to the Purchase Agreement
is subject to approval of the U.S. Bankruptcy Court for the
Southern District of New York.

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

The TCR said July 3, 2009, that the Bankruptcy Court has approved
auction and sale procedures for the sale of Metaldyne's powertrain
business.  The Bankruptcy Court has scheduled an auction of the
powertrain assets for July 24, 2009, at 10:00 a.m. (Prevailing
Eastern Time) at the offices of Jones Day, 222 East 41st Street,
New York, New York 10017.

A hearing to approve the agreement and the sale of the powertrain
assets to the stalking horse bidder or another bidder at the
auction is scheduled to be conducted on July 27, 2009, at
10:00 a.m. (Prevailing Eastern Time).  Objections to the proposed
sale must be filed with the Court so as to be actually received no
later than 4:00 p.m. (Prevailing Eastern Time) on July 23, 2009.

                      About RHJ International

RHJ International (Euronext: RHJI) -- http://www.rhji.com/-- is a
limited liability company incorporated under the laws of Belgium,
having its registered office at Avenue Louise 326, 1050 Brussels,
Belgium.  It is a diversified holding company focused on creating
long-term value for its shareholders by acquiring and operating
businesses.

                  About Metaldyne Corporation

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

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

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

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


METROMEDIA INT'L: U.S. Trustee Appoints 5-Man Creditors' Panel
--------------------------------------------------------------
The United States Trustee for Region 3 named five members to the
Official Committee of Unsecured Creditors in the bankruptcy cases
of MIG, Inc., formerly known as Metromedia International Group,
Inc.

The Committee members are:

    * Farallon Capital Offshore Investors II, LP
    * Black Horse Capital
    * Lawrence P. Klamon
    * Palogic Value Fund, LP
    * Zazove Associates, LLC

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

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


MICHAEL VICK: Amends Ch. 11 Plan, Reduces Retained Properties
-------------------------------------------------------------
Gary Mihoces of USA Today reports that Michael Vick has filed an
amended reorganization plan.

USA Today relates that instead of keeping two homes and three
vehicles, as requested in his first plan, Mr. Vick decided to keep
one home and one vehicle.  Mr. Vick's attorneys said in court
documents, "The Debtor (Vick) will retain some property but the
vast majority . . . shall be assigned . . . for the benefit of the
Debtor's creditors."

According to USA Today, the Hon. Frank J. Santoro of the U.S.
Bankruptcy Court for the Eastern District of Virginia will hold a
July 31 hearing on the disclosure statement to the Plan.  Judge
Santoro also tentatively set a hearing for August 27 on whether to
approve or reject the bankruptcy plan, USA Today states.

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.


MONSON TRUCKING: Closes End of August, To Auction Off Equipment
---------------------------------------------------------------
The economy, the decline of the paper industry, and the bankruptcy
of two major Canadian customers has led to Monson Trucking's
decision to close by the end of August, Duluth News Tribune
reports.

According to Duluth News, Monson Trucking shut down its terminals
in Virginia, Red Wing, and in Mauston on Wednesday.  Duluth News
relates that Monson Trucking planned to keep its Duluth operations
open until the Company closes on or before August 31.

St. Paul Business Journal states that Monson Trucking will
liquidate its equipment in auctions at its Mauston and Duluth
terminals in September 2009.

Monson Trucking is a 200-employee trucking firm based in Duluth.
It was founded in 1915.  It serves the Midwest U.S. and south
central Canada.


MXENERGY HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed MXenergy Holdings Inc.'s Caa3
Corporate Family Rating, downgraded its Probability of Default
Rating to Ca from Caa3, and confirmed the Ca rating on its
floating rate senior notes due 2011.  The rating outlook is
negative.

The rating actions reflect MXenergy's recently announced private
exchange offer for its floating rate senior notes due 2011.  For
each $1,000 principal amount of notes exchanged, note holders
electing to participate in the tender offer would receive a cash
payment of approximately $138, $393 principal amount of new 13%
senior secured notes due 2014 and 189 shares of MXenergy's common
stock.  The exchange offer is subject to several conditions,
notably the refinancing of the company's revolving credit facility
and hedge facility.  The company is also soliciting consents from
the note holders for several proposed amendments to the indenture.
The proposed amendments, among other things, would eliminate
certain events of defaults and substantially all restrictive
covenants, including the change of control feature.

Moody's views the successful culmination of the exchange offer as
tantamount to a distressed exchange and would classify this
transaction as a limited default when the exchange offer closes.
At that time, Moody's will also re-evaluate the ratings based on
the post-exchange capital structure.

MXenergy's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside MXenergy's core industry;
MXenergy's ratings are believed to be comparable to those of other
issuers with similar credit risk.

The last rating action on MXenergy was on November 19, 2008, at
which time the Corporate Family and Probability of Default ratings
were downgraded to Caa3 and the senior unsecured note rating was
lowered to Ca.

MXenergy Holdings Inc. is headquartered in Stamford, Connecticut.


NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit ratings on Navistar International Corp. and its subsidiary,
Navistar Financial Corp., on CreditWatch with negative
implications.

The CreditWatch listing reflects S&P's decision to review the
ratings in light of a number of business and financial risks, the
most pronounced of which, in S&P's view, is the persistently weak
outlook for commercial-vehicle demand in North America for the
rest of 2009 and 2010.  Net orders for new medium-duty and heavy-
duty trucks remain very low, and S&P believes sales for all of
2009 could decline 50% from the already weak levels of 2008, which
would mark the third consecutive yearly decline in demand.

Separately, the U.S. Department of Defense on June 30 awarded a
$1.05 billion contract for military armored vehicles to a
competitor of Navistar.  Although S&P had not explicitly assumed
in S&P's financial projections and ratings that Navistar's bid
would be successful, the DoD's decision eliminates a potential
benefit for Navistar that would have partially offset the problems
of the very weak commercial-truck industry.

S&P expects Navistar to continue generating significant recurring
military revenues with good profitability, even without the M-ATV
contract.  The company had earlier said it had firm military
orders worth between $2.7 billion and $3 billion for the fiscal
year ending Oct. 31, 2009, not including any M-ATV revenues.  This
would be a decline from about $3.9 billion in fiscal 2008, during
the initial surge of production of armored trucks for use in Iraq.

Navistar said yesterday that the failure to win the M-ATV contract
would not affect its 2009 earnings guidance, which it had lowered
on June 9, 2009, to $200 million to $225 million (excluding a
settlement with Ford Motor Co.) from $370 million to $410 million.
Navistar's guidance revision was unrelated to prospects for the M-
ATV award and mostly reflected weaker commercial-truck sales.

As part of S&P's CreditWatch review, S&P will assess whether weak
industry conditions and what S&P expects to be a slower pace of
military truck production could lead Navistar's free operating
cash outflow to turn significantly negative for the full fiscal
year ending Oct. 31, 2009.  S&P had previously identified as key
rating factors Navistar's ability to maintain positive free
operating cash flow and cash balances of at least $500 million at
the manufacturing operations each fiscal quarter end.  In
addition, S&P intend to assess Navistar's ability to maintain or
improve its financial risk profile in fiscal 2010, given what S&P
believes are limited prospects for a sharp rebound in commercial-
truck demand and the potential for substantially higher mandatory
pension contributions beginning in fiscal 2010.

In addition, S&P intends to assess Navistar's prospects for
renewing the $1.4 billion bank credit facility at NFC and bank-
sponsored conduits that mature in late 2009 and early 2010.

S&P currently believes any downgrade would be limited to one
notch. S&P expects to resolve the CreditWatch within the next 30
days.


NORTEL NETWORKS: Canada Gov't. Refused Request for Aid, CEO Says
----------------------------------------------------------------
Nortel Networks Corp. President and Chief Executive Mike
Zafirovski told a parliamentary committee that the company sought
financial aid from the Canadian government to avoid filing for
bankruptcy protection but was turned down.

The company and four of its Canadian affiliates filed for
protection under the Companies Creditors Arrangement Act in
Canada on January 14, 2009.

Testifying before the House of Commons Finance Committee in
Ottawa, Mr. Zafirovski disclosed he had discussions with Finance
Minister Jim Flaherty and Industry Minister Tony Clement about
the company's request for financial aid.  He said the officials
turned him down, however, because they were hesitant to help one
company instead of an industry, Edmonton Sun reported.

Mr. Clement confirmed NNC had asked for assistance but it was
denied because the company's "go-forward" plan did not meet
criteria for government aid, according to a report by the Wall
Street Journal.

During his testimony, Mr. Zafirovski also told the parliamentary
committee that NNC will make an announcement within two weeks
about its plans to deal with its financial troubles, CTV.ca
reported.

Mr. Zafirovski did not provide details on the plan but said it
could involve sale of assets.  He expressed confidence that the
plan would save the maximum number of jobs, the report said.

Mr. Zafirovski, on the advice of Nortel lawyers, originally
turned down an invitation to appear before the parliamentary
committee but eventually changed his mind.

The committee is hearing complaints about NNC's treatment of
former employees, who complained how NNC can pay executive
bonuses when it has used bankruptcy protection laws to scrap
payments to laid-off workers and reduce pension payments.  The
former employees are among the witnesses set to appear before the
committee.

Meanwhile, the New Democratic Party plans to introduce a motion
on Friday to call for changes that would move pensioners and
employees to the top of the list for creditors.

"Nortel is the AVRO Arrow of the 21st Century.  It is a colossal
mistake to let this company go," CTV.ca quoted NDP deputy leader
Thomas Mulcair, as saying.

The motion will be introduced on the last day the House of
Commons sits before the summer break, according to the report.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court Approves Nokia-Led Auction for Assets
------------------------------------------------------------
Nortel Networks Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to sell a portion
of the carrier network unit of NNI, Nortel Networks Limited,
Nortel Networks International Inc., and Nortel Networks
Corporation, to Nokia Siemens Networks B.V. for $650 million,
subject to higher and better offers.

The assets to be sold include the voice-only wireless technology
called the Code Division Multiple Access (CDMA), and a research
and development group developing the Long Term Evolution (LTE)
access, designed to efficiently use wireless spectrum and speed
data transmission.

The Court also approved a protocol to flush out better offers for
the assets.  The deadline for submitting competing bids for the
assets is July 21, 2009, at 4:00 p.m. (Eastern Time).  If a bid
from another company has been submitted, an auction will be
conducted on July 24, 2009, at 9:30 a.m. (Eastern Time), at the
offices of Cleary Gottlieb Steen & Hamilton LLP located at One
Liberty Plaza, in New York.

A full-text copy of the Nokia agreement is available without
charge at:

  http://bankrupt.com/misc/NortelSaleAgreementNokia1.pdf
  http://bankrupt.com/misc/NortelSaleAgreementNokia2.pdf
  http://bankrupt.com/misc/NortelSaleAgreementNokia3.pdf

A full-text copy of the document detailing the bidding process is
available without charge at:

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

In case Nokia Siemens is not selected as the winning bidder, the
Nortel units are required under their agreement to pay Nokia a
break-up fee of $19.5 million, and reimburse as much as $3
million for its expenses.

Prior to the signing of the agreement, the Nortel units
negotiated with several other companies including their
competitors for possible acquisition of the assets, according to
Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware.

"The sellers believe, based on their long-term consideration of
potential transactions involving the carrier business and after
re-canvassing the marketplace since the commencement of these
chapter 11 cases, that the proposed transaction with [Nokia
Siemens] represents the highest and best proposal available," Mr.
Remming said in court papers.

Nokia Siemens is buying substantially all of the CDMA business,
but leaving behind some unprofitable international contracts.
The unit had $2.2 billion in sales in 2008 and people familiar
with the matter estimated its operating profit at around
$700 million, the Wall Street Journal reported.

The agreement with Nokia specifies that at least 2,500 employees
would have the opportunity to continue with Nokia.  This
represents a significant portion of the employees associated with
the assets being sold.

"We believe the agreement signed with [Nokia Siemens] maximizes
value while preserving technology innovation, our customer base
and employment to the greatest extent possible," the Wall Street
Journal quoted Nortel spokesman Jay Barta as saying.

The research firm Dell'Oro Group expects global CDMA sales to
decline from $5.9 billion last year to $1.2 billion in 2013.
Some are optimistic, however, the technology will have a longer
life if carriers delay upgrades, or keep legacy networks
operating longer to handle voice calls, to keep it off advanced
networks already straining to handle a crush of video and data
traffic, the Wall Street Journal reported.

Nortel has said it is advancing in its discussions with external
parties to sell its other businesses.  The company will assess
other restructuring alternatives for these businesses in the
event it is unable to maximize value through sales.

Nortel President and Chief Executive Officer, Mike Zafirovski has
Said, "Maximizing the value of our businesses in the face of a
consolidating global market has been our most critical priority.
We have determined the best way to do this is to find buyers for
our businesses who can carry Nortel innovation forward, while
preserving employment to the greatest extent possible.  This will
ensure Nortel's strong assets -- technologies, customer
relationships, and employees -- continue to play an important
role in driving the future of communications.  The value of
Nortel's wireless business is recognized throughout the industry.
The agreement . . . is solid proof of that value and represents
the best path forward for our other businesses."

Mr. Zafirovski continued: "We also believe this will help provide
clarity for our customers and employees. Customers have
demonstrated consistent support for our products and services,
and we want to ensure they continue to benefit from Nortel's
technology and know-how.  In addition, Nortel's employees are
doing a tremendous job under challenging conditions, stabilizing
our business and delivering outstanding service to our customers.
It is important to provide our employees with a clear sense of
direction around their future and potential opportunities with
the new companies."

The wireless business is the second largest supplier of CDMA
infrastructure in the world.  It does business with three of the
five top CDMA operators globally, including Verizon Wireless,
which operates the largest wireless voice and data network in the
United States.

Commenting on the wireless business announcement, Richard Lowe,
President, Carrier Networks added: "Seeking a strong and stable
buyer is the best path forward for our CDMA business and LTE
Access assets.  If successfully completed, this transaction would
give many of our CDMA customers a clear roadmap for the future
evolution of their networks and the opportunity to extend their
relationship with a long-term partner.  Further, we expect that a
significant portion of the employees associated with the assets
being sold would be able to continue their innovative work."

Mr. Lowe continued, "Nortel has a long track record of wireless
innovation which has helped us secure a strong and loyal customer
base.  Throughout this sale process, our customers will continue
to receive the highest quality support for their current
networks.  If successfully concluded, the buyer would gain access
to leading edge technology, know-how, and embedded resources to
support this significant customer base."

Nortel does not expect that the Company's common shareholders or
the NNL preferred shareholders will receive any value from the
creditor protection proceedings and expects that the proceedings
will ultimately result in the cancellation of these equity
interests.  As a result, the Company said it would apply to
delist its common shares and the NNL preferred shares from
trading on the Toronto Stock Exchange.  Trading in such shares on
the TSX was suspended before the opening of trading on June 22,
2009, with the consent of the Monitor under the Canadian creditor
protection proceedings, pending the TSX's decision on the
delisting application.

The bidding process proposed by NNI drew flak from the Official
Committee of Unsecured Creditors, Pension Benefit Guaranty
Corporation, MatlinPatterson Global Advisers LLC and Flextronics
Telecom Systems Ltd.  The parties complained that the procedures
allow Nokia Siemens to submit subsequent bids at auction without
meeting NNI's $5 million minimum bid increment for each round of
bidding, unfairly discriminate by requiring that other bidders,
but not Nokia, Siemens, provide deposits with their bids, among
other things.

                Canadian Court Approval Sought,
                     Monitor Supports Deal

Nortel Networks Corporation and its Canadian affiliates sought
and obtained a court order from the Ontario Superior Court of
Justice, approving their agreement with Nokia Siemens Networks
B.V. as a "stalking horse" bid, and approving the proposed
bidding procedures to govern the sale of the assets.

Ernst & Young Inc., as monitor of the proceedings commenced by
NNC and its Canadian affiliates, delivered to the Ontario Court
its fourteenth monitor report on June 23, 2009.  The report
provides information about the agreement entered into by NNC,
Nortel Networks Limited and Nortel Networks Inc. to sell a
portion of their carrier network business to Nokia Siemens.

Ernst & Young recommended to the Ontario Superior Court of
Justice the approval of the agreement as a "stalking horse bid"
as well as the approval of the proposed bidding procedures for
the sale of the carrier network unit.  The firm said that the
Nortel units are acting in good faith to maximize value for their
assets.

A motion to enforce the Canadian Court's order has already been
filed in the Chapter 15 cases of NNC and its Canadian affiliates.
The companies are still awaiting court approval of their request.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Gets Court Approval to Provide Aid to Units
------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval to make certain transfers and provide financial support
to their non-debtor subsidiaries.  The Debtors seek authorization
to make loans, on a secured or unsecured basis, or equity
infusions to their non-debtor subsidiaries from time to time in
their business judgment in an aggregate postpetition amount not to
exceed $2 million.

Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, said it may inure to the benefit of the
Debtors' estates to make loans or capital contributions to their
subsidiaries to maintain or improve the subsidiaries' working
capital positions.

Before making an intercompany loan transaction or equity infusion
that would result in outstanding postpetition financial support
of more than $100,000, to a non-debtor subsidiary, the Debtors
are required to file in Court a notice about the financial
support, and furnish the Official Committee of Unsecured
Creditors, the U.S. trustee and the ad hoc group of bondholders,
a five days prior written notice of the proposed disbursement of
financial support.

In case the Creditors Committee provides the Debtors with a
written objection, which could not be resolved by the parties,
the Debtors are required to seek the Court's approval of the
proposed financial support.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Will Provide $157 Million Interim Funding to NNL
-----------------------------------------------------------------
The Nortel companies operate on an integrated basis across
multiple jurisdictions and their business is based on the
development, licensing and maintenance of intellectual property
and the marketing of products and services based on that
intellectual property.

The main Nortel companies including Nortel Networks Limited,
Nortel Networks Inc., Nortel Networks UK, Nortel Networks
(Ireland) Limited and Nortel Networks S.A. have been the primary
source of the research and development that has created Nortel's
global technology footprint, the benefits of which are shared
worldwide across multiple corporate entities.  Meanwhile, other
Nortel Group entities function primarily as sales operations,
acting as intermediaries between the main Nortel companies and
some customers in jurisdictions not served by the main companies.

In light of this, a number of agreements have been reached to
allow Nortel to operate on a global basis and to allocate
profits, losses and costs, across the corporate entities within
the Nortel Group.  These include distribution agreements among
the Nortel Group entities and the Master R&D Agreement dated
December 22, 2004, among NNL, NNI, NNUK, NNIR, NNSA and others.
In addition, NNL and NNI entered into a group supplier protocol
agreement with Ernst & Young LLP and Ernst & Young Chartered
Accountants.

The Nortel Group has used "transfer pricing" to allocate profits,
losses and other costs, among the various Nortel Group companies.
The Master R&D Agreement serves as the governing document
pursuant to which the Nortel Group implemented its transfer
pricing regime using the residual profit split methodology.

The Transfer Pricing Regime was designed to determine the
allocation due to each of the parties for its share of the
profits and losses arising from "research and development
activity.  The Transfer Pricing Regime typically requires that
profits, losses and other costs be allocated among the affiliates
during a calendar year under the Distribution Agreements and the
Master R&D Agreement, and that a true-up allocation is determined
after the actual results for the year are known.

Within the Nortel Group, NNL is the owner of the vast majority of
Nortel's intellectual property assets and, in accordance with the
Master R&D Agreement, NNL licenses its intellectual property to
the main Nortel companies on a royalty-free basis.  The Transfer
Pricing Regime, in normal times, is the means by which NNL is
compensated for the development and use of its intellectual
property by affiliates.

NNI has historically been a net payer under the Transfer Pricing
Regime largely due to the substantial sales revenue generated in
the United States when contrasted with its level of research and
development activity.  NNL, on the other hand, has historically
been a net recipient under the Transfer Pricing Regime given that
it generates lower levels of revenue when compared to the high
level of corporate overhead and research and development activity
incurred in Canada.

The U.S. Debtors originally intended to reconcile amounts owed
under the Master R&D Agreement on a monthly basis in the
postpetition period.  However, following commencement of their
bankruptcy cases, discussions began with various interested
parties concerning continued payments under the Transfer Pricing
Regime within the context of Nortel's worldwide insolvency
proceedings.  In particular, issues were raised in light of
changes that have occurred and may continue to occur with respect
to the Nortel companies' business model given the uncertainties
facing their business.  As a result, only one payment has been
made with respect to amounts that could be owed under the Master
R&D Agreement -- a January 2009 payment of $30 million by NNI to
NNL.  In addition, the EMEA Debtors have neither made nor
received any payments under the Transfer Pricing Regime since the
Petition Date.  Without the receipt of these payments, NNL is
currently facing significant liquidity pressure -- pressure that
puts NNL, and thus the entire Nortel Group, at risk.

Attorney for the U.S. Debtors, Andrew Remming, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, said that
NNL is important to the Nortel Group since it is the operational
parent of the global Nortel enterprise.

"NNL provides corporate overhead support to its affiliates
throughout the world.  In particular, a substantial portion of
Nortel's legal, finance, strategic, insurance, procurement, human
resources and real estate functions are directed on a group-wide
basis from NNL's Toronto offices," Mr. Remming said.

NNL also conducts a disproportionate share of the Nortel
companies' research and development activities, and operates
their facility located at 3100 Carling Avenue in Ottawa, which is
the largest Nortel R&D facility in the world.  NNL is also the
legal owner of nearly all of the group's intellectual property,
which it licenses to its affiliates, according to Mr. Remming.

Mr. Remming related that various interested parties have been
discussing possible solutions to NNL's liquidity issues for over
two months.  Among the possible solutions, he said, is an interim
funding agreement reached by the U.S. Debtors, the Canadian
Debtors, the EMEA Debtors, Ernst & Young LLP and Ernst & Young
Chartered Accountants.

Under the Interim Funding Agreement, NNI will make certain
payments to NNL on account of postpetition services and expenses
that would provide NNL with sufficient liquidity at least through
September 30, 2009.

According to Mr. Remming, a precise allocation of the expenses
that NNL incurs and the value of the postpetition services it
provides on behalf of the other Nortel Group entities would be a
time-consuming and difficult endeavor in light of the integrated
nature of the Nortel entities.

"Any definitive and binding determination regarding the
interpretation and applicability of the Transfer Pricing Regime
similarly would be extremely time consuming and potentially
contentious," he further said.

Rather than pursue such a precise allocation or definitive and
binding determination at this time, and in recognition of NNL's
near term liquidity needs, the parties have agreed that an
appropriate estimate of the value of the services provided and
expenses incurred by NNL on behalf of NNI for the period from
January 14 to September 30, 2009, is $187 million.

"Such amount is equal to the amount forecasted by NNL to be owed
by NNI under the Master R&D Agreement, and is substantially less
than an estimate generated by Nortel of the allocation of costs
to NNI on the basis of each entity's revenue generated, which
indicated that NNI could be considered responsible for a higher
amount in costs incurred by NNL," Mr. Remming pointed out.

                 The Interim Funding Agreement

The salient terms of the Interim Funding Agreement are:

      * NNI will make a total payment of US$157 million to NNL
        in five equal installments of US$31.4 million.

      * If it is determined that the value of "NNI interim
        obligations" is less than US$187 million (being the
        sum of the total payment and the January payment), then
        any such portion thereof (being the difference between
        US$187 million and the value of NNI interim obligations
        so determined) in excess of US$161 million will be
        repaid by NNL to NNI on October 30, 2009.

      * NNL's obligation to repay NNI will be secured by a
        charge against all of the assets of the Canadian
        Debtors.  The charge will be granted by order of the
        Ontario Superior Court of Justice and will rank pari
        passu with the existing court-ordered charge in favor of
        Export Development Canada.

      * To the extent NNL seeks to use funds from the total
        payment for purposes other than what has been agreed, it
        must obtain the consent from NNI, the Official Committee
        of Unsecured Creditors and the ad hoc committee of
        bondholders.

      * The sum of the total payment and the January payment
        (being US$187 million) represents (i) the maximum
        payment that the U.S. Debtors may or could owe with
        respect to NNI interim obligations; (ii) the maximum
        administrative claim that any of the Nortel Debtors may
        have or could assert against the U.S. Debtors in any
        proceedings with respect to NNI interim obligations; and
        (iii) constitutes a full and final settlement of NNI
        interim obligations.

A full-text copy of the Interim Funding Agreement is available
without charge at:

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

Mr. Remming said the Interim Funding Agreement is necessary to
preserve the U.S. Debtors' estate, and that without the payment,
NNL would face a potential funding crisis and harm the entities'
interconnected global business operations.

"Such a crisis could also complicate the U.S. Debtors' continued
use of NNL's intellectual property.  If NNL were to stop sharing
costs with NNI, it is also likely estate resources would be
wasted duplicating efforts and trying to separate out overhead
between the intertwined affiliates," Mr. Remming said.

In light of this, the U.S. Debtors sought and obtained a ruling
from the U.S. Bankruptcy Court for the District of Delaware,
approving the Interim Funding Agreement.

The U.S. Debtors' request drew support from Nortel Networks UK
Limited, which said that without the agreement, time-consuming
litigation over the terms of the transfer pricing agreements
would commence and "exert extreme liquidity pressures over the
entire Nortel group."  The U.K. company said that such an outcome
could result in an additional cost to the Debtors in the U.S.,
Canada, Europe, Middle East and Africa as compared to the amounts
payable pursuant to the Interim Funding Agreement.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEASTERN REAL: Proposes Brouse McDowell as General Counsel
--------------------------------------------------------------
Northeastern Real Properties Ltd. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ Brouse McDowell LPA as their general
bankruptcy counsel.

The firm will, among other things:

   a) advise the Debtor with respect to their powers and duties as
      debtor-in-possession in the continued operation of their
      business;

   b) advise the Debtors with respect to all bankruptcy matters;

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

   d) represent the Debtors at all hearings on matters relating to
      their affairs and interest as debtor-in-possession before
      the Court, any appellate courts, the U.S. Supreme Court, and
      protecting the interest of the Debtors; and

   e) prosecute and defend litigated matters that may arise during
      these cases, including matters as may be necessary for the
      protection of the Debtors' rights, the preservation of
      estate assets, or the Debtors' successful reorganization.

The firms fees will be based on the rates of its professionals:

      Professional                  Hourly Rate
      ------------                  -----------
      Marc B. Merklin, Esq.         $350
      Kate M. Bradley, Esq.         $240
      Alan A. Koschik, Esq.         $275
      Jesscia E. Price, Esq.        $260
      Susan P. Taylor, Esq.         $180
      Bridget A. Franklin, Esq.     $145
      Theresa M. Palcic, Esq.       $145

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Based in Uniontown, Ohio, Northeastern Real Properties Ltd.
operates a land development company that purchases tracts of
undeveloped land to subdivide and sell in individual parcels.  The
company and its affiliates filed for Chapter 11 on June 18, 2009
(Bankr. N. D. Ohio Case No. 09-62467).  The Debtors has assets and
debts both less than $50 million.


NRG ENERGY: Exelon's Latest Offer Is 12.4% More Than Previous
-------------------------------------------------------------
Exelon Corporation has disclosed an increase in its offer to
acquire all of the outstanding NRG common stock in an all-stock
transaction with a fixed exchange ratio of 0.545 of a share of
Exelon common stock for each NRG share, a 12.4% increase over the
initial exchange offer of 0.485.  Exelon's increased offer
represents value of over $3 billion to NRG shareholders.

Exelon also filed today with the SEC an investor presentation that
will be used as part of the company's proxy solicitation for the
election of nine new, independent directors to the NRG board of
directors.  In the presentation, Exelon cited approximately
$1.5 billion of additional newly identified synergies as the
primary reason for the increase.  The new offer also reflects the
value of NRG's recent acquisition of the Reliant Energy retail
business.

"We listened to NRG investors and balanced their views with the
best interests of Exelon shareholders.  An exhaustive analysis by
our internal team, informed by the best third-party experts,
resulted in additional synergies, allowing us to increase our
offer to NRG shareholders," said John Rowe, chairman and chief
executive officer of Exelon.  "Our track record of the Unicom-PECO
merger, cost-cutting initiatives, and fleet optimization proves we
can deliver this further value to Exelon and NRG shareholders.
This is our best and final offer, and we will use the time leading
up to the NRG annual meeting on July 21 to communicate the value
of our new offer to NRG shareholders, encouraging them to vote for
nine new independent directors who can unlock that value."

Exelon's more detailed analysis of NRG's structure, cost platform
and operations assumes that the company would not only absorb NRG
but also integrate and transform it.  This approach, plant
benchmarking, and application of Exelon's management model to
NRG's assets yielded an estimated present value of $3.6 billion to
$4.0 billion in operational synergies from areas including
corporate/IT, fossil and nuclear fleet, trading, development, and
retail operations.  It reflects a 30 percent reduction in NRG's
O&M expense, which is consistent with prior power sector
transactions and reflects Exelon's track record of delivering cost
reductions.

In the presentation, Exelon also shared details on its financing
plan to maintain its investment grade credit ratings while
optimizing long-term shareholder value.  Exelon says it is
confident, based on discussions with its outside advisors, that
the company will be able to meet all financing needs associated
with the transaction, including the re-financing of $4.7 billion
of NRG's senior notes and other NRG debt, if necessary, while
maintaining investment grade credit ratings.

Exelon says it continues to pursue NRG because of the long-term
value that can be created by industry consolidation.  Exelon
believes that the scope, scale and diversified risk of the
combined company will allow it not only to withstand the ever-
changing forces of the markets and regulation but also to grow and
create more value than each company could on its own.

Exelon says its offer will create immediate value for NRG
shareholders and a commensurate value for Exelon shareholders.
NRG shareholders will benefit from Exelon's stronger investment
grade balance sheet, low-carbon nuclear fleet, operating
excellence, and a $600 million share in the synergies resulting
from the combination.  Exelon shareholders benefit from NRG's
assets, cash flow, and its own share of the synergies.

"Together, the two companies would become the first national
generation company," said Mr. Rowe.  "There is no model that can
do more for shareholders of both companies than an Exelon-NRG
combination."

                            About NRG

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

As reported by the Troubled Company Reporter on June 4, 2009,
Moody's Investors Service assigned a B1 rating to NRG Energy,
Inc.'s planned issuance of up to $700 million of senior unsecured
notes due 2019, and affirmed the company's other ratings,
including its Corporate Family Rating and Probability of Default
Rating at Ba3 along with its speculative grade liquidity rating of
SGL-1.  Moody's also assigned ratings to the company's shelf
registration for the issuance of senior secured debt, senior
unsecured at (P)Ba1 and (P)B1, respectively, and at (P)B2 for the
issuance of subordinated debt and preferred stock.  NRG's ratings
continue to be under review for a possible upgrade where they were
placed on November 12, 2008, as a result of the announced tender
offer for the company by Exelon Corporation (Exelon: Baa1 senior
unsecured; under review for possible downgrade).


NRG ENERGY: Beefed Up Offer Doesn't Affect S&P's Rating on Exelon
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'BBB' long-term corporate
credit rating on Exelon Corp., Exelon Generation Co. LLC, and PECO
Energy Co. remain on CreditWatch with negative implications
following Exelon's revised offer to acquire NRG Energy Inc. (BB-
/Watch Pos/B-2).  The 'BBB-' corporate credit rating on affiliate
Commonwealth Edison Co. also remains on CreditWatch with negative
implications.  The CreditWatch listing reflects Exelon's
willingness to weaken its business risk profile by acquiring a
merchant power generation company with a weaker business profile
and considerably greater leverage.

NRG's board and management have steadfastly opposed Exelon's
proposal of a 0.485 share exchange ratio, which resulted in a
proxy fight.  On July 2, 2009, Exelon increased the ratio to
0.545, a 12.4% increase.  It is not certain whether the enhanced
offer will generate sufficient NRG shareholder willingness to
tender.  Such interest had declined to 12% by June from 51% in
February 2009 as the exchange ratio has moved in favor of NRG.
The NRG shareholder vote is scheduled for July 21, 2009, and will
include a contest for the composition of NRG's Board of Directors,
which Exelon wants expanded to 19 from 14 by nominating nine
directors to the board.

S&P will provide CreditWatch updates from time to time as
appropriate, but expect to resolve the CreditWatch at or near the
consummation of the transaction, or if the offer is withdrawn.


NRG ENERGY: Moody's Continues Review on Ba3 Corp. Credit Rating
---------------------------------------------------------------
Moody's Investors Service is continuing its rating review of
Exelon Corporation (Baa1 senior unsecured; under review for
downgrade) and subsidiaries Exelon Generation Company, LLC (A3
senior unsecured; under review for downgrade) and PECO Energy
Company (A3 Issuer Rating; under review for downgrade) as well as
its rating review of NRG Energy, Inc. (Ba3 Corporate Family
Rating; under review for upgrade) following the announcement that
Exelon increased the exchange ratio of its tender offer for the
common stock of NRG by 12.4% to a ratio of 0.545 of Exelon common
stock for each share of NRG common stock from a ratio of 0.485 of
Exelon common stock for each share of NRG common stock.

"While uncertainties continue to exist concerning whether this
transaction will be completed, Moody's believes that should the
current transaction be completed multiple notch rating changes
remain possible at both Exelon and NRG, although Exelon should be
able to maintain an investment grade profile at the parent and at
each of its subsidiaries", said A.J. Sabatelle, Senior Vice
President at Moody's.

Moody's observes that in addition to increasing the exchange ratio
for the NRG shares, Exelon plans to raise $2.7 billion from the
sale of assets and from the sale of mandatory convertible
securities or common stock.  While execution risk clearly exists
in this financing plan and uncertainty remains concerning Exelon's
ability to obtain the revised planned synergies from the merger,
the financing plan to de-lever the consolidated merged company, if
completed, should help Exelon maintain an investment grade rating
at the parent and its operating subsidiaries.  Based upon Moody's
understanding of the transaction, Moody's calculates the ratio of
cash flow (CFO-pre W/C) to adjusted debt for the consolidated
company to likely exceed 30% while the ratio of retained cash flow
to adjusted debt for the consolidated company to likely in excess
of 20%.  Cash flow coverage of interest expense for the
consolidated firm is likely to be more than 5.0x, and the combined
firm should be free cash flow positive.  These credit metrics,
which incorporate Moody's standard adjustments, reflect an
investment grade profile for a company whose primary business is
unregulated wholesale power generation.

Notwithstanding Moody's views on the credit quality of the
combined profile, Moody's observes that there are several
uncertainties that remain with respect to the transaction.  An
important milestone concerning the likelihood of a transaction
occurring is the outcome of NRG's annual shareholders meeting,
scheduled for July 21st, as well as the outcome of the most recent
tender offer scheduled to expire on August 21st.  Regulatory
approval still remains an outstanding issue for several state and
federal regulatory authorities and execution risk and uncertainty
exist concerning the final elements of the financing plan,
including the level of liquidity for the combined company, should
a transaction proceed.  This is particularly relevant given the
amount of existing hedges in place at both generation companies.

The rating review continues to assess the credit implications of
the proposed merger on the prospective credit metrics of Exelon,
ExGen, and NRG, and factors in the benefits of a larger, more
diverse generation company, the ability to achieve potential
synergies from the combination, the credit implications on the
consolidated profile from subsequent asset sales, the possibility
of common equity or convertible securities being raised and the
financing costs associated with completing the transaction.  The
review will consider the rating implications for each legal entity
once the final legal structure is known, and will assess the
liquidity implications for the combined company given the
challenges that continue within the bank market for raising
traditional working capital facilities.

Headquartered in Chicago, Exelon is the holding company for non-
regulated subsidiary, ExGen and for regulated subsidiaries,
Commonwealth Edison Company (Baa3 senior unsecured debt; stable
outlook) and PECO.  At December 31, 2008, Exelon had total assets
of $47.8 billion.

Headquartered in Princeton, NRG owns and operates power generating
facilities, primarily in Texas and the northeast, south central
and western regions of the United States.  NRG also owns
generating facilities in Australia and Germany.


NRG ENERGY: Revised Offer Won't Affect Fitch's Rating on Exelon
---------------------------------------------------------------
According to Fitch Ratings, the increase in Exelon Corp.'s offer
to acquire NRG Inc. does not affect the credit impact of the
proposed acquisition.  The 'BBB+' Issuer Default Ratings of EXC
and those of its wholesale electric generation subsidiary Exelon
Generation Company, LLC, remain on Rating Watch Negative.

The revision of the stock for stock exchange offer to .545 EXC
shares (from .485 shares) for each NRG (IDR 'B' on Watch Evolving)
share has no cash impact on EXC.  The Negative Watch reflects the
increase in leverage that results from the assumption of
approximately $8.8 billion of NRG debt and preferred stock.
Resolution of the Negative Watch will also consider the cash flow
impact of lower gas and energy prices, which are expected to
persist for several years, the increased capital expenditures
associated with ExGen's recently announced nuclear uprate program
and the impact of planned asset sales.  The revised exchange offer
is valued at approximately $7.2 billion; including the debt and
preferred stock assumption increases the enterprise value to
approximately $16 billion.

The ratings of EXC's regulated utility subsidiaries PECO Energy
Co. and Commonwealth Edison (Comed) are not affected by the rating
action.  A full list of the ratings is shown below.

EXC enters this transaction in a strong credit position relative
to its existing ratings, which provides a cushion against the
additional debt and interest expense to be incurred to complete
this transaction.  Consequently, Fitch anticipates the ratings of
EXC and ExGen will remain in the investment grade category.  EXC
management has announced it intends to use proceeds from the
planned issuance of $1.1 billion of equity or mandatory
convertible debt and asset sales to reduce debt.  Management
estimates asset sales will net aggregate proceeds of $1.6 billion.

Completion of the transaction is subject to refinancing risk since
all of the NRG debt contains change of control provisions.
Approximately $5.4 billion of the NRG debt is publicly traded
bonds and the remainder bank debt. Completion of the transaction
is also subject to regulatory approval in four states (Texas, New
York, Pennsylvania and California), the Federal Energy Commission
(FERC) and the Department of Justice.

Shareholder acceptance of the revised offer should be apparent
shortly after the NRG shareholders' meeting scheduled for July 21,
2009.  EXC has nominated four directors to run in opposition to
the incumbent directors up for re-election and has submitted a
resolution to increase the size of the NRG board to 19 Directors
from 14 Directors.

These ratings are unchanged and remain on Rating Watch Negative:

Exelon Corp.

  -- IDR 'BBB+';
  -- Senior unsecured debt 'BBB+';
  -- Commercial paper 'F2';
  -- Short-term IDR 'F2'.

Exelon Generation Co., LLC

  -- IDR 'BBB+';
  -- Senior unsecured debt 'BBB+';
  -- Commercial paper 'F2';
  -- Short-term IDR 'F2'.

These ratings are unchanged:

PECO Energy Co.

  -- IDR 'BBB+';
  -- First mortgage bonds 'A';
  -- Preferred stock 'BBB+';
  -- Commercial paper 'F2';
  -- Short-term IDR 'F2'.

PECO Energy Capital Trusts III

  -- Preferred stock 'BBB+'.

PECO Energy Capital Trusts IV

  -- Preferred stock 'BBB+'.

Commonwealth Edison Co.

  -- IDR 'BB+';
  -- First mortgage bonds 'BBB';
  -- Senior unsecured debt 'BBB-';
  -- Preferred stock 'BB';
  -- Commercial paper 'B'.

ComEd Financing Trust III

  -- Preferred securities 'BB'.


OPUS EAST: Has Up to $500MM in Debts; Creditors Meeting on July 22
------------------------------------------------------------------
Court documents say that Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Daniel J. Sernovitz at Baltimore Business Journal reports that
Opus East's creditors include:

     -- CB Richard Ellis Inc. in Baltimore;
     -- Century Engineering;
     -- the Economic Alliance of Greater Baltimore;
     -- KLNB LLC;
     -- American Office Equipment Co. Inc.;
     -- Miles & Stockbridge;
     -- Ober, Kaler, Grimes & Shriver;
     -- Rummel, Klepper & Kahl LLP;
     -- Johns Hopkins University;
     -- Colliers Pinkard;
     -- the Greater Baltimore Committee; and
     -- Citizens Bank of Pennsylvania.

A creditors meeting will be held on July 22, Baltimore Business
relates.

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.


PALMETTO PAVILIONS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Palmetto Pavilions, LLC
        929 North Lake Drive
        Lexington, SC 29072

Bankruptcy Case No.: 09-04847

Chapter 11 Petition Date: July 1, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Jane H. Downey, Esq.
                  Moore Taylor & Thomas PA
                  1700 Sunset Blvd
                  PO Box 5709
                  West Columbia, SC 29171
                  Tel: (803) 796-9160
                  Email: jane@mttlaw.com

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
4 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/scb09-04847.pdf

The petition was signed by Sylvia Beaver, president of the
Company.


PANOLAM INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on decorative panels producer Panolam Industries
International Inc. to 'D' from 'SD'.  In addition, S&P lowered the
issue-level rating on the company's senior secured credit
facilities to 'D' from 'CC'.  The recovery rating on the credit
facilities is '3', indicating S&P's expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

"The rating actions stem from the company's announcement that it
will not make the excess cash flow or interest payments as
outlined in the terms of its forbearance agreement, which expired
on June 30, 2009," said Standard & Poor's credit analyst Pamela
Rice.  Under the agreement, Panolam was required to make an excess
cash flow payment to senior lenders for fiscal year 2008 on or
before June 30, 2009.  As a result, S&P considers a default to
have occurred regarding the missed excess cash flow payment.

The company also stated it is continuing discussions with its
senior lenders regarding possible restructuring alternatives, and
that it has reached an agreement in principle with noteholders
holding two-thirds in principal amount of its subordinated notes
to pursue a restructuring that will reduce its debt by about 50%.
Panolam had adjusted debt of $368 million on March 31, 2009.  S&P
will review the '3' recovery rating on Panolam's senior secured
credit facilities and the '6' recovery rating on the company's
subordinated notes when details of these restructuring plans are
available.

Panolam entered into a forbearance agreement with its senior
lenders on March 31, 2009.  Under the agreement, lenders agreed to
forbear exercising any rights and remedies related to the Feb. 27,
2009, notice of default under the company's senior secured credit
facility due to covenant violations until June 30, 2009.  The
agreement also prohibited Panolam from making the April 1, 2009,
interest payment on its $151 million senior subordinated notes due
2013.


PAUL REINHART: Plan Solicitation Period Extended to December 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended Paul Reinhart, Inc.'s exclusive right to solicit
acceptances of its proposed joint plan of liquidation until
December 9, 2009.

At the conclusion of the May 28, 2009 scheduling conference to
discuss the plan proponents and the lenders' differences with
respect to discovery issues, the Court adjourned the hearing on
the disclsure statement in support of the plan proponents' joint
plan of liquidation until August 4, 2009, at 9:00 a.m.

In their motion, the Debtor told the Court that an extension of
the exclusive solicitation period is necessary as based on the
parties' estimates as to confirmation discovery and the potential
length of a confirmation trial, a hearing to consider confirmation
of the Plan is not likely to commence until sometime in November
2009.

On April 13, 2009, Paul Reinhart Inc. filed with the Court a
disclosure statement in support of its proposed Joint Plan of
Liquidation under Chapter 11 of the Bankruptcy Code, which is co-
sponsored by the official committee of unsecured creditors
appointed in the case.

Under the Plan, each holder of an allowed general unsecured claim,
with a total estimated amount of $146.3 million, will recover
between 22% and 27 of its claim.

A full-text copy of the disclosure statement in support of the
plan proponents' joint plan of liquidation under Chapter 11 of the
Bankruptcy Code, dated as of April 13, 2009, is available for free
at http://bankrupt.com/misc/PaulReinhart.DS.pdf

                       About Paul Reinhart

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company, which filed for Chapter 11 bankruptcy on
October 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed
futures losses and its inability to attain adequate financing for
the bankruptcy filing.  Deborah M. Perry, Esq., E. Lee Morris,
Esq., and Lee Jacob Pannier, Esq., at Munsch Hardt Kopf & Harr,
P.C.; and Joseph M. Coleman, Esq., at Kane, Russell, Coleman &
Logan, represent the Debtor as counsel.  The U.S. Trustee for
Region 6 appointed creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Michael R. Rochelle, Esq., and
Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P.,
represent the Committee as counsel.

As reported in the Troubled Company Reporter on December 5, 2008,
the Debtors' schedules disclosed total assets of $143,943,710
and total debts of $247,421,595.  As of March 31, 2009, the
Debtor's unaudited balance sheet showed $47,209,570 in total
assets and $169,258,640 in total liabilities.


PAVESTONE PLUS: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pavestone Plus, Inc.
           dba Tetrus Building Materials
        3025 Mill Street
        Reno, NV 89502

Bankruptcy Case No.: 09-52155

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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
15 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nvb09-52155.pdf

The petition was signed by Thomas P. Conners, president of the
Company.


PILGRIM'S PRIDE: DIP Lenders OK Entry to Surety Facility
--------------------------------------------------------
Upon review of their business operations, Pilgrim's Pride
Corporation and its debtor affiliates have determined that
certain technical and other amendments are necessary to the DIP
Credit Agreement to maximize the value to the Debtors' estates
for the benefit of their constituencies.

In this regard, the Debtors sought and obtained authority from
Judge D. Michael Lynn to enter into a second amendment to the
Postpetition Credit Agreement by and between the Debtors, the DIP
Lenders and Bank of Montreal.

Richard Cogdill, the Debtors' Chief Financial Officer, says the
parties have agreed to amend the DIP Credit Agreement to:

* provide that monthly operating reports can be delivered to
   the agent for the DIP Lenders no later than 20 days after the
   last day of every calendar month, rather than the fiscal
   month, in order to be consistent with the deadline to file
   monthly operating reports with the Court; and

* enable the Debtors to enter into a postpetition surety
   facility with Liberty Mutual Insurance Company, including
   posting of additional collateral to secure both the existing
   surety bonds and any bonds issues under the DIP Surety
   Facility.

A full-text copy of the Amended DIP Credit Agreement is available
for free at http://bankrupt.com/misc/ppc_2nd_dipcreditagrmnt.pdf

Judge Lynn decreed that the liens, mortgages and security
interests granted by the Final DIP Order will be binding on the
Debtors even if the Final DIP Order, the First DIP Amendment
Order and the Second DIP Amendment Order is reversed or modified
on appeal.  Furthermore, Judge Lynn ruled that the Second DIP
Amendment Order and the Second DIP Financing Amendment will
supplement the Final DIP Order and the DIP Final Order, as
supplemented, will continue in full force and effect.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Employees File Class Suit for Overtime Wages
-------------------------------------------------------------
Anna Atkinson, Antione Gerald, Angela Evans, Wesley Harris, Ringo
Morrison, Eric Frederick and Pertina Hardnick, individually and
on behalf of all others similarly situated, filed an adversary
proceeding against Pilgrim's Pride Corp. and its affiliates to
recover unpaid overtime wages brought under the Fair Labor
Standards Act.

The Putative Class Members are current and former poultry process
employees of the Debtors' Sumter, South Carolina; Sanford and
Siler City, North Carolina; and Guntersville, Alabama facilities
during the time period May 26, 2006, up to the present.  The
Putative Class Members complain that they were required to work
"off the clock" and were not paid overtime for all hours worked
in excess of 40 hours a week in accordance with the FLSA.

Specifically, the Putative Class Members assert they weren't
properly compensated for:

  (a) obtaining required protective gear and hygiene related
      equipment from the designated areas in the plant;

  (b) walking to and from the workstation, the processing line
      or both;

  (c) donning and doffing protective gear and hygiene-related
      equipment before their shift started, during their shift,
      unpaid meal periods, and after their scheduled shift was
      over;

  (d) waiting for their shift to begin or for their relief to
      arrive;

  (e) washing and cleaning their tools or other equipment; and

  (f) generally performed pre- and post-shift activities which
      were required by the company and were necessary to the
      performance of their job.

Andrea S. Ducayet, Esq., at Stutzman, Bromberg, Esserman &
Plifka, APC, in Dallas, Texas, asserts that the Debtors knowingly
carried out their illegal practice of failing to pay the Putative
Class Members overtime compensation.  The decision by the Debtors
not to properly pay overtime compensation to poultry division
hourly employees was neither reasonable nor in good faith, Ms.
Ducayet further asserts.

The Putative Class Members assert that under the FLSA, they are
entitled to overtime wages in an amount equal to one and one-half
times their rate of pay.  The Putative Class Members also ask the
Court for liquidated damages equal in amount to the unpaid
compensation due to the Plaintiffs, attorney's fees, costs and
interest.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Enters into $18 Million DIP Surety Facility
------------------------------------------------------------
To continue bonding their various business operations, Pilgrim's
Pride Corp. and its affiliates seek the U.S. Bankruptcy Court for
the Northern District of Texas' authority to enter into an
agreement with Liberty Mutual Insurance Company:

   (i) to establish a $18,000,000 DIP Surety Facility;

  (ii) for the Debtors to assume the liabilities and obligations
       under the prepetition General Agreement of Indemnity
       dated December 24, 2002; and

(iii) post additional collateral in the approximate amount of
       $6,200,000 to secure the Debtors' obligations under the
       DIP Surety Facility.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, relates that prior to the Petition Date, Liberty
provided a surety facility for the Debtors.  In that capacity,
Liberty posted numerous bonds on the Debtors' behalf under the
Prepetition Agreement by which the Debtors agreed to reimburse
Liberty for any loss, damage or expense which it incurs by reason
of any bonds issued on behalf the Debtors.  Currently, the
Debtors have approximately $13,000,000 existing bonds that remain
outstanding.  The Debtors' reimbursement obligation to Liberty is
currently backed by a letter of credit for $6,000,000, of which
only $3,800,000 remains available due to certain obligees drawing
on some of the bonds postpetition.

Certain of the Debtors' Existing Bonds are set to expire as early
as end of June 2009 and need to be either re-extended or
replaced.  Extension on these bonds is crucial to the Debtors'
ongoing business, Mr. Youngman asserts.  Liberty has agreed to
provide the Debtors the DIP Surety Facility during these Chapter
11 cases to allow the Debtors to renew the Existing Bonds and
obtain additional bonds during in the duration of the Debtors'
Chapter 11 cases, he avers.

The principal terms of the DIP Surety Facility are:

* Liberty will provide an $18,000,000 DIP Surety Facility,
   which will expire on the effective date of a confirmed Plan
   of Reorganization;

* As support for the Debtors' reimbursement obligations to
   Liberty under the DIP Surety Facility, the Debtors will post
   the Additional Collateral for all bonded and indemnity
   obligations owed to Liberty by the Debtors, including those
   arranged under the Existing Bonds;

* Although Liberty will have the discretion whether to issue
   any bond under the DIP Surety Facility, Liberty has agreed to
   renew the Existing Bonds once during these Chapter 11 cases,
   if and when requested by the Debtors;

* The premium on the bonds issued or renewed under the DIP
   Surety Facility will be charged at a net rate of $10 per
   1,000 of the bond penal sum, provided that the minimum
   premium for the issuance of any single bond will be $100;

* The Debtors will assume the liabilities and obligations under
   the Prepetition Agreement.  These liabilities and obligations
   are contingent in nature, and relate to the Debtors' ongoing
   operations.

A full-text copy of the DIP Surety Facility Term Sheet is
available for free at:

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

A full-text copy of the General Agreement of Indemnity is
available for free at:

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

A full-text copy of the addendum to the December 24, 2002,
General Indemnity Agreement is available for free at:

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

A schedule of the Existing Bonds is available for free
at http://bankrupt.com/misc/ppc_existingbonds.pdf

                         *     *     *

Judge D. Michael Lynn authorized the Debtors to enter into the
DIP Surety Facility on the terms set forth on the Term Sheet.

Judge Lynn also approved the Debtors' assumption of the
liabilities and obligations under the Prepetition Agreement,
effective upon the closing of the DIP Surety Facility.

Judge Lynn directed Liberty Mutual to withdraw its proofs of
Claim filed under the Debtors' Chapter 11 cases and to
immediately file a notice of withdrawal following the closing of
the DIP Surety Facility.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: U.S. Trustee Appoints 2 to Equity Committee
------------------------------------------------------------
William T. Neary, United States Trustee for Region 6, appointed
two members to the official committee of equity security holders
in the Chapter 11 cases of Pilgrim's Pride Corporation and its
debtor affiliates:

  (1) M & G Investment Management Ltd.
      Attn: PPM America, as agent/Joel Klein
      225 W. Wacker, Suite 1200
      Chicago, Illinois 60606
      Tel No: (312) 634-2559
      Fax No: (312) 634-0728
      E-mail: joel.klein@ppmamerica.com

  (2) Michael Cooper
      4825 E. Crystal Lane
      Paradise Valley, Arizona 85253
      Tel No: (602) 510-6633
      Fax No: (480) 807-4995
      E-mail: mcooper@krsearch.net

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PILGRIM'S PRIDE: Wendy's Wants Pennsylvania Litigation Stayed
-------------------------------------------------------------
Wendy's International Inc., in an adversary proceeding, asks the
U.S. Bankruptcy Court for the Northern District of Texas to
extend the automatic stay to the product liability action it co-
defends with the Debtors in the Court of Common Pleas of
Westmoreland County, in Pennsylvania.

In the alternative, to the extent the Bankruptcy Court does not
extend the automatic stay, Wendy's asks the Bankruptcy Court to
lift the automatic stay to allow it to defend itself in the
Pennsylvania Litigation.

Wendy's counsel, Mark E. MacDonald, Esq., at MacDonald +
MacDonald, P.C., in Ontario, Texas, relates that the Debtors have
a contractual indemnification obligation to Wendy's for the
amount of any judgment entered into the Pennsylvania Litigation
as well as any associated defense costs pursuant to the Supplier
Agreement between Wendy's and the Debtors.  In the Pennsylvania
Litigation, Wendy's asserted a cross-claim seeking that (i) in
the event a verdict is entered in favor of Lorrie and Lawrence
Redmonds -- the plaintiffs in the Pennsylvania Litigation -- and
against Wendy's that the Debtors be held liable to Wendy's for
contribution or indemnity, and (ii) to recover the attorneys'
fees spent by Wendy's from the Debtor.

Mr. MacDonald asserts that the automatic stay should be extended
to the Pennsylvania Litigation.  Because of the indemnification
claim by Wendy's against the Debtors and the role played by the
Debtors in the incident subject to the Litigation, it is
anticipated that the Debtors or their representative will be
required to expend significant time, resources and expense
relating to the discovery process and an eventual trial of the
Litigation if it is not stayed.  Thus, outcome of the Litigation
will have an effect on the Debtor's estate, he avers.

                   About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.


PLASTIC ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Plastic Engineering Solutions, Inc.
           dba Foamacell USA
        611 Alicia Road
        Lakeland, FL 33801

Bankruptcy Case No.: 09-14431

Chapter 11 Petition Date: July 2, 2009

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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/flmb09-14431.pdf

The petition was signed by Brian T. Brandt, president of the
Company.


PROLIANCE INT'L: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Proliance International, Inc.
        aka Godan
        aka Ready-Rad
        aka Ultra-Seal
        aka Modine
        aka Truck Tough
        aka Ready-Aire
        aka Modine Aftermarket Holdings, Inc.
        aka Transpro
        aka Tractor Tough
        aka Air Pro Quality Parts
        100 Gando Drive
        New Haven, CT 06513

Bankruptcy Case No.: 09-12278

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Proliance International Holding Corporation        09-12279
Aftermarket LLC                                    09-12281
Aftermarket Delaware Corporation                   09-12282

Type of Business: The Debtors make automobile parts.

                  See http://www.pliii.com/

Chapter 11 Petition Date: July 2, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Christopher M. Samis, Esq.
                  samis@rlf.com
                  Daniel J. DeFranceschi, Esq.
                  defranceschi@rlf.com
                  Richards, Layton & Finger PA
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

The Debtors' financial condition as of June 22, 2009:

Total Assets: $160.3 million

Total Debts: $133.5 million

The Debtor's' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Enterex Industrial Co. Ltd.    trade debt        $17,159,030
#5, Lane 796, Ming-Sheng Road
Taoyuan, Taiwan 330
Tel: (886) 33559435
Fax: (886) 33556588

Transtec Global Group          trade debt        $11,780,507
25 Mountaincrest Drive
Cheshire, CT 06410
Tel: (203) 271-3753
Fax: (203) 271-0371

U&C Auto Parts Co. Ltd.        trade debt        $2,597,415
A-9 Building 8 East
Shengtai Road, Nanjing
China
Tel: (86) 2552129310
Fax: (86) 2552129931

Alcoa Mill Products            trade debt        $1,845,151
PO Box 7777-W5035
Philadelphia, PA 19175-5035
Tel: (800) 431-8660
Fax: (610) 458-4647

Lutava Netherlands BV          trade debt        $1,372,542
129 Fairfield Way
Bloomingdale, IL 60108
Tel: (630) 582-5450
Fax: (630) 980-8891

Foshan Guang Dong Automotive   trade debt        $1,192,340
Hi-Tech Ind. Dev. Zone
Gangkou Road
Foshan, Guandong Providence
China 528041
Tel: (86) 75783318960
Fax: (86) 75783822088

President Automobile           trade debt        $1,173,970
Industries Ltd.
26/5 MOO 9, Satethakit Road
Suanluang, Krathumban,
Samutsakon
Bangkok, TH 74110
Tel: (662) 810-9900
Fax: (662) 810-0519

Lumei Auto Radiator            trade debt        $1,142,124
Taian Hi-Tech Development
Zone
East Distri, Tiaan Shandong
China 271000
Tel: (86) 5388628679
Fax: (86) 5388628655

Sapa/Norca Heat Transfer       trade debt        $918,684

Tianjin Xingyu Auto Part Co.   trade debt        $878,026

Luvata Sweden AB               trade debt        $810,274

Yellow Transportation Inc.     trade debt        $559,140

Ange Industries Ltd.           trade debt        $510,895

Southern Motor Trans Inc.      trade debt        $327,155

Jensen Auto                    trade debt        $224,006

WR Zanes & Company of LA Inc.  trade debt        $211,970

Roadway Express Inc.           trade debt        $209,116

Santech Industries Inc.        trade debt        $203,876

Guangzhou Dongyuan Scrool Ind. trade debt        $174,294
Co. Ltd.

M&K Logistics Inc.             trade debt        $169,629

Sealed Air Corporation         trade debt        $163,520

Rebuilders Automotive Supply   trade debt        $155,896
Inc.

FedEx Freight East             trade debt        $143,310

Chiping Luhuan Auto Radiator   trade debt        $131,560
Co. Ltd.

FedEx National LTL             trade debt        $129,018

Rayloc/RMDS                    trade debt        $117,744

Saia Motor Freight Lines Inc.  trade debt        $117,389

Metrican Stamping Company      trade debt        $115,278
Inc.

Jeffries & Company Inc.        trade debt        $101,039

Legget & Platt Inc.            trade debt        $98,332

The petition was signed by Arlen F. Henock, executive vice
president and chief financial officer.


PROVIDENT ROYALTIES: Taps Bridge Associates as Financial Advisor
----------------------------------------------------------------
Provident Royalties LLC and its debtor-affiliates ask the U.S
Bankruptcy Court for the Northern District of Texas for permission
to employ Bridge Associates LLC as their financial counsel.

The firm will, among other things, manage the Debtors
restructuring process to:

   -- develop possible restructuring plans or strategic
      alternatives for maximize value for stakeholders;

   -- negotiate with lenders, vendors, suppliers and other
      stakeholders in connection with a restructuring including
      with respect to interim or other financing and any
      restructuring process; and

   -- manage and oversee asset sale and propose plans of
      reorganization or liquidating.

The firm's professionals and compensation rates are:

      Designation                       Hourly Rate
      -----------                       -----------
      Managing Directors, Directors     $465-$600
       Principals and Senior
       Consultants
      Senior Associates & Consultants   $350-$475
      Associates or Consultants         $200-$350
      Administration/Paraprofessionals  $90-$150

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case.
Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent.
The Company estimated assets and debts of $100 million to
$500 million.


PROVIDENT ROYALTIES: Hires Patton Boggs as Bankruptcy Counsel
-------------------------------------------------------------
Provident Royalties LLC and its debtor-affiliates ask the U.S
Bankruptcy Court for the Northern District of Texas for permission
to employ Patton Boggs LLP as their bankruptcy counsel.

The firm will, among other things:

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

   b) assist the Debtor in the preparation of all documents,
      reports, and papers necessary for the administration of the
      Chapter 11 cases;

   c) give legal advice with respect to the powers and duties of
      the Debtors as debtor-in-possession in the Chapter 11 cases;

   d) appear in court to protect the interests of the Debtor
      before the Court; and

   e) attend at meetings as requested by the Debtors;

The firm will charge the Debtors' estates fees based on these
rates:

      Professional            Designation     Hourly Rate
      ------------            -----------     -----------
      Robert W. Jones, Esq.   Partner         $700
      Brent R. McIlwain, Esq. Partner         $550
      Kristen Beall, Esq.     Associate       $315
      Brian Smith, Esq.       Associate       $290

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Provident Royalties LLC owns working interests in oil and gas
properties primarily in Oklahoma.  Provident and its affiliates
filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No.
09-33886).  Judge Harlin DeWayne Hale presides over the case. Epiq
Bankruptcy Solutions, LLC, is the claims and noticing agent.  The
Company estimated assets and debts of $100 million to
$500 million.


PYRAMIDS CHILD: Court Lifts Ch 11 Bankruptcy Protection; To Close
-----------------------------------------------------------------
Joe LoTemplio at The Press Republic reports that Pyramids Child
Development Center will be closing, after the U.S. Bankruptcy
Court for the Northern District of New York lifted the Chapter 11
bankruptcy protection on the Company, at the behest of the court-
appointed trustee.

According to The Press Republic, Pyramids Child is closed this
week for vacation and won't re-open on July 6.

Court documents say that Pyramids Child owes the federal
government almost $400,000 in tax withholdings from 2008 that it
hasn't paid.  Richard H. Weiskopf, an attorney for Clinton County,
said that Pyramids Child also owes the county some $29,000 for
overpayment for services, but the county recouped most of that by
withholding payments to the Company, The Press Republic relates.

The Press Republic states that Pyramids Child's biggest creditor
is Champlain National Bank, which reportedly holds $800,000 in
claims.  The report quoted Champlain National Bank President Jon
Cooper as saying, "We will exercise our rights provided to us by
the courts to protect our assets.  We will secure our assets and
bring the liquidation process for what we have liens on."

Citing Mr. Cooper, The Press Republic says that Champlain National
agreed to pay wages to Pyramids Child workers up to the latest pay
period.  "We don't have to do that, but it is the right thing to
do," Mr. Cooper said, according to the report.

Pyramids Executive Director Melissa Dorsett-Felicelli, according
to The Press Republic, said that Champlain National is expected to
assume the Route 22B facility with all the contents.

Based in Morrisonville, New York, Pyramids Child Development
Center -- http://pyramidscdc.org/-- provides child care, early
intervention and education for preschool & special children.

The Debtor and its affiliate, Dorsett-Felicelli, Inc., filed for
Chapter 11 protection on December 5, 2007 (Bankr. N.D. N.Y. Case
No. 07-13344 and 07-13345).  Richard L. Weisz, Esq., at Hodgson
Russ, LLP, represents the Debtors in their restructuring efforts.
When the Center filed for protection from its creditors, it listed
$1,947,021 in total assets and $1,154,664 in total liabilities.

Affiliate Dorsett-Felicelli, Inc., listed total assets of $120,000
and $986,797 in total liabilities.


QIMONDA NA: Can Implement Employee Incentive Program for 46 Staff
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Qimonda Richmond, LLC, and its affiliates authorization to
implement a performance-based incentive plan for 46 of its
remaining employees as motivation to remain with the Debtors.  The
remaining employees can be divided into two categories, 35
tehnical/engineering employees and 11 reporting/support employees.

The Debtors anticipate that the total cost of the Incentive Plan
will total approximately $1.24 million.  Incentive rates will vary
depending on the relative importance of each participant's job
function.  Incentive rates range from 15% to 60%.

All participants will be graded based on performance metrics
designed for each participant's job function.

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
at Richards Layton & Finger PA, has been tapped as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda listed more than
$1 billion each in assets and debts.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


QIMONDA NA: Hearing on Employment Motions Set for July 21
---------------------------------------------------------
On July 1, 2009, Qimonda Rchmond LLC, et al., filed motions with
the U.S. Bankruptcy Court for the District of Delaware to employ:

  -- McGuire Woods LLP as special Virginia counsel, nunc pro tunc
     to June 15, 2009.  Objections due by July 14, 1009.

-- Morton G. Thalhimer, Inc. d/b/a Thalhimer/Cushman &
     Wakefield as local real estate broker.  Objections due by
     July 21, 2009.

  -- Hengeler Mueller, Partnerschaft Von Rechtsanwlten as special
     German counsel, nunc pro tunc to June 12, 2009.  Objections
     due by July 14, 2009.

The hearings on the above employment applications are scheduled
for July 21, 2009, at 11:30 a.m.

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
at Richards Layton & Finger PA, has been tapped as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda listed more than
$1 billion each in assets and debts.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


RADIO ONE: Bank Debt Trades at 52% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Radio One, Inc.,
is a borrower traded in the secondary market at 47.40 cents-on-
the-dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.60 percentage points
from the previous week, The Journal relates.  The loan matures
April 27, 2012.  The Company pays 125 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B2
rating and Standard & Poor's CCC+ rating.  The bank debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

                          About Radio One

Radio One, Inc., -- http://www.radio-one.com/-- acquires,
operates, and maintains radio broadcasting stations and other
media properties.

As reported by the Troubled Company Reporter on June 26, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Lanham, Maryland-based radio
broadcaster Radio One Inc.  S&P lowered the corporate credit
rating to 'CCC+' from 'B-'.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on Radio One's
$800 million senior secured credit facility to 'CCC+' (at the same
level as the 'CCC+' corporate credit rating on the company) from
'B-'.  The recovery rating on this debt remains unchanged at '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

"Although visibility into the second half of 2009 is very limited,
the ratings downgrade reflects S&P's belief that Radio One could
be in danger of violating its financial covenants in the fourth
quarter of 2009 if operating trends don't meaningfully improve,"
said Standard & Poor's credit analyst Michael Altberg.


RDH GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RDH Group Development Corp
        8001 Irvine Center Dr 4th Fl
        Irvine, CA 92618

Bankruptcy Case No.: 09-16599

Chapter 11 Petition Date: July 1, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Stuart J. Wald, Esq.
                  36154 Coffee Tree Pl
                  Murrieta, CA 92562
                  Tel: (310) 429-3354

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/cacb09-16599.pdf

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


RENAISSANCE CUSTOM: Sebastian to Retain Ownership Under Exit Plan
-----------------------------------------------------------------
Renaissance Custom Homes, LLC and its affiliates delivered to the
U.S. Bankruptcy Court for the District of Oregon a proposed
Chapter 11 plan of reorganization and an explanatory disclosure
statement.

The Plan provides for the merger of the three debtor companies
into one new reorganized entity.  Randal S. Sebastian, the
companies' existing owner and president, would receive all of the
common stock in the reorganized entity in payment of his
administrative claims.  The administrative claims arise from
$2.2 million in tax refunds that Mr. Sebastian and his wife
contributed to the companies to provide funding during the Chapter
11 cases. It is anticipated that they will provide almost
$5.8 million in additional tax refunds prior to emergence.

Secured claims will be reinstated under the Plan and secured
creditors will retain their security interests in and liens on
their collateral.  The Plan expects holders of unsecured claims
with an allowed amount of $20,000 or less to receive a 25% cash
recovery on their claims.  Holders of larger unsecured claims
would receive solely preferred equity in the reorganized company.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages
in residential real estate and home-building business.  The
company and two of its debtor-affiliates filed separate petitions
for Chapter 11 relief on September 25, 2008 (Bankr. D. Ore. Lead
Case No. 08-35023).  Albert N. Kennedy, Esq., Ava L. Schoen, Esq.,
and Timothy J. Conway, Esq., at Tonkon Torp LLP, represent the
Debtors as counsel.  An Official Committee of Unsecured Creditors
has been appointed in the case.


REXAIR HOLDINGS: Moody's Affirms Corporate Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed Rexair Holdings, Inc.'s ratings
including its B1 Corporate Family Rating, B2 Probability of
Default Rating, and the B1 ratings on its first lien, senior
secured revolving credit facility and term loan.  The ratings
outlook was revised to negative from stable.

The negative outlook reflects Rexair's increased refinancing risk,
as its senior secured credit facilities are scheduled to mature on
June 30, 2010.  As of April 2009, the company had $95 million in
outstanding debt under its first lien credit agreement, including
$10 million drawn under its $15 million revolving credit facility
and approximately $85 million outstanding under its term loan.  In
Moody's view, Rexair's liquidity profile will remain weak until
the company is able to refinance its obligations or amend its
credit facilities.  Stabilization of the outlook could result from
a refinancing, and if performance and metrics remain within
Moody's expectations.

Notwithstanding the aforementioned liquidity concerns, Rexair's
ratings continue to be supported by its strong operating margins,
global sales diversification, significant interest coverage, solid
cash flow generation and over $8 million of balance sheet cash.
Despite the expectation for continued pressure on Rexair's revenue
base due to weak global economic conditions through calendar 2009,
Rexair's credit metrics are expected to remain at or near current
levels throughout the intermediate term.

These ratings were affirmed:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B2
  -- Senior Secured Revolving Credit Facility at B1 (LGD-3, 34%)
  -- Senior Secured First Lien Term Loan at B1 (LGD-3, 34%)

The company's rating outlook is negative.

The last rating action for Rexair occurred on July 28, 2006, when
Moody's affirmed the company's B1 corporate family rating.  The
last opinion was published on July 2, 2008.

Rexair Holdings, Inc., based in Troy Michigan, is the manufacturer
and distributor of the Rainbow Cleaning System, a premium vacuum
cleaner.  The company, founded in 1935, markets its products
throughout the world and generates approximately 60% of its sales
outside of the United States.  For the trailing twelve months
ended April 4, 2009, the company reported net sales in excess of
$120 million.


RITZ CAMERA: Court Establishes August 3 Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established these deadlines for filing of proofs of claim and
administrative expense request forms in Ritz Camera Centers,
Inc.'s bankruptcy case:

   -- August 3, 2009, at 5:00 p.m. (prevailing Pacific Time) as
      the prepetition bar date, for all entities, other than
      governmental units, holding claims, including section 503(b)
      (b)(9) claims against the Debtor;

   -- August 21, 2009, at 5:00 p.m. (prevailing Pacific Time) as
      the government bar date for governmental units holding
      claims against the Debtor; and

   -- August 3, 2009, at 5:00 p.m. (prevailing Pacific Time) as
      the administrative claims bar date.

Original proofs of claim and administrative expense request forms
must be sent by mail, overnight courier or hand delivery to Ritz
Camera Centers, Inc. Claims Proessing Center so as to be received
no later than 5:00 (prevailing Pacific Time) on the applicable bar
date, at:

     Ritz Camera Centers, Inc. Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue, El Segundo
     CA 90245

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc.
-- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore,
are bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq.,
and Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A. is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of $172.1
million.


RJ DOOLEY REALTY: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RJ Dooley Realty, Inc.
        35 Main Street
        Poughkeepsie, NY 12601

Bankruptcy Case No.: 09-36777

Chapter 11 Petition Date: July 2, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, NY 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430
                  Email: lewiswrobel@verizon.net

Total Assets: $7,611,386

Total Debts: $7,408,901

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

          http://bankrupt.com/misc/nysb09-36777.pdf

The petition was signed by Robert J. Dooley, president of the
Company.


SAI KRUPA: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sai Krupa, Inc.
          dba Executive Inn
          fdba Days Inn
        1990 West Hwy 83
        Mission, TX 78570

Bankruptcy Case No.: 09-70475

Chapter 11 Petition Date: July 2, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  Email: evrcourt@malaiselawfirm.com

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

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

A list of the Company's 2 largest unsecured creditors is available
for free at:

           http://bankrupt.com/misc/txsb09-70475.pdf

The petition was signed by Ushaben M. Patel, president of the
Company.


SEA LAUNCH: Wants to Hire Epiq Systems as Claims Agent
------------------------------------------------------
Sea Launch Company LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Epiq Systems Inc. as their claims agent.

The firm will, among other things, maintain the Debtors' master
creditor list; and prepare, mail and tabulate ballots for the
purpose of voting accept or reject a Chapter 11 plan.

The Debtors assure the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.


SHAMROCK HOUSE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Business Review reports that The Shamrock House has filed for
Chapter bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of New York.

Court documents say that Shamrock House has less than $50,000 in
assets and $500,000 to $1 million in liabilities.  The Business
Review states that Shamrock House's largest secured claim is a
$514,095 mortgage, while the largest unsecured claim, $49,000, is
held by Shamrock House President John J. Kellegher.

Richard Croak assists Shamrock House in its restructuring efforts,
The Business Review states.

The Shamrock House is a long-standing restaurant and 35-room hotel
in the Catskills.


SONORAN ENERGY: U.S. Trustee Wants Appointment of Ch. 11 Trustee
----------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, asks the
U.S. Bankruptcy Court for the Northern District of Texas to
appoint a Chapter 11 Trustee for Sonoran Energy Inc. to provide
the Debtor with a true fiduciary to the bankruptcy estate.

Realization Advisors Inc. director Michael Kayman cannot serve
both as the sole officer and director of the Debtor because
Mr. Kayman is inherently conflicted by his role as a director of
the Debtor's financial advisor, according to the U.S. Trustee.

Appointment of chapter 11 is in the interests of creditors, equity
security holders, and other interests of the estate given that the
Debtor has no directors or officers to act in a fiduciary capacity
for the estate.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


TANGO GRILL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tango Grill Inc.
        128 E. Post Road
        White Plains, NY 10601

Bankruptcy Case No.: 09-23173

Chapter 11 Petition Date: July 2, 2009

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

Debtor's Counsel: Jeffrey A. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  Email: reichlaw@aol.com

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

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

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

           http://bankrupt.com/misc/nysb09-23173.pdf

The petition was signed by Hector Avila, president of the Company.


TEUFEL NURSERY: Proposes to Hire Vanden Bos as Attorney
-------------------------------------------------------
Teufel Nursery Inc. asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Vanden Bos & Chapman
Llp as its attorney.

The firm will:

   a) give Debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the operation of its
      business;

   b) institute such adversary proceedings as are necessary in the
      case;

   c) represent Debtor generally in the proceedings and to orders,
      reports and other legal papers; and

   d) perform all other legal services for the debtor-in-
      possession to employ an attorney for such professional
      services.

The firm will bill the Debtor based on these rates:

      Professional                 Designation   Hourly Rate
      ------------                 -----------   -----------
      Robert J. Vanden Bos, Esq.   Partner       $395
      Ann K. Chapman, Esq.         Partner       $365
      Douglas R. Ricks, Esq.       Associate     $250
      Michael A. Elson, Esq.       Associate     $215
      Christopher N. Coyle, Esq.   Associate     $215

      Legal Assistants                           $170

The Debtor assures the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Portland, Oregon, Teufel Nursery, Inc. --
http://www.teufel.com/-- aka Teufel Landscape offers lawn and
gardening services.  The Company filed for Chapter 11 on June 24,
2009, (Bankr. D. Ore. Case No. 09-34880) Robert J. Vanden Bos,
Esq., at Vanden Bos & Chapman represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


THOMAS CONNERS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas P. Conners
        950 Dartmouth Drive
        Reno, NV 89509

Bankruptcy Case No.: 09-52156

Chapter 11 Petition Date: July 2, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

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

          http://bankrupt.com/misc/nvb09-52156.pdf

The petition was signed by Mr. Conners.


THOMAS KONIG: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Konig
        175 Olive Mill Lane
        Santa Barbara, CA 93108

Bankruptcy Case No.: 09-12617

Chapter 11 Petition Date: July 1, 2009

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  Michaelson Susi and Michaelson
                  cheryl@msmlaw.com
                  7 W. Figueroa 2nd Floor
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

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
   ------                      ---------------   ------------
Bank of Santa Barbara          loan              $1,060,000
12 E. Figuerora Street
Santa Barbara, CA 93101

Bank of America                credit card       $21,911
PO Box 851001
Dallas, TX 75285-1001

Neiman Marcus                  credit card       $8,232
PO Box 5235
Carol Stream, IL 60197-5235

Bank of America                credit card       $7,890

Zion Bank                      credit card       $3,038

Saks World Elite Master Card   credit card       $1,548

American Express               credit card       $1,535

Citi Aadvantage Master Card    credit card       $752

AAA Visa                       credit card       $561

Citi Platinum Select           credit card       $0


TOYS R US: Bank Debt Trades at 8% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 91.78 cents-on-the-
dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.11 percentage points
from the previous week, The Journal relates.  The loan matures
July 19, 2012.  The Company pays 425 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's BB- rating.  The bank debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.


TRIBUNE CO: Bank Debt Trades at 66% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 33.83 cents-on-the-
dollar during the week ended July 3, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 0.58 percentage points
from the previous week, The Journal relates.  The loan matures
May 17, 2014.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
bank debt is one of the biggest gainers and losers among widely-
quoted syndicated loans in secondary trading in the week ended
July 3, 2009, among the 157 loans with five or more bids.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

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


TROPICANA ENTERTAIMENT: Onex & MGM Acquire Tropicana Las Vegas
--------------------------------------------------------------
The Associated Press reports that Onex Corporation and former MGM
Mirage President Alex Yemenidjian acquired a majority stake in
Tropicana Las Vegas.

The AP relates that due to the acquisition, Tropicana Las Vegas
emerged from bankruptcy with no debt, more than $10 million in
cash, and $75 million in commitments from its new owners and other
equity holders to give the property some long-awaited upgrades.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive,
Inc., is a borrower traded in the secondary market at 88.30 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.97 percentage
points from the previous week, The Journal relates.  The loan
matures Feb. 9, 2014.  The Company pays 150 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B+ rating.  The bank debt is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

As reported by the TCR on July 2, 2009, Fitch Ratings has
downgraded TRW's Issuer Default Rating to 'B-' from 'B'.  The
downgraded is driven by increased concerns that the global
automotive downturn will cause TRW's credit profile to deteriorate
more than previously anticipated.


TXCO RESOURCES: Court Adjourns Section 341(a) Meeting to July 20
----------------------------------------------------------------
The U.S. Trustee for Region 13 has continued the first meeting of
creditors of TXCO Resources Inc., et al., to July 20, 2009, at
1:30 p.m. at the United States Courthouse, 615 E. Houston Street,
Room 333, in San Antonio, 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 Company's financial affairs and
operations that would be of interest to the general body of
creditors.

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


TXCO RESOURCES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
TXCO Resources Inc. has filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property           $72,581,454
  C. Property Claimed as
     Exempt                     $285,274,498
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                           $165,649,793
     Unsecured Priority
     Claims                                          $455,992
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $165,317,007
                                ------------     ------------
TOTAL                           $357,855,952     $331,422,792

A copy of TXCO Resources' schedules is available at:

        http://bankrupt.com/misc/txco.SAL.pdf

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807).  The Debtors
propose to hire Deborah D. Williamson, Esq., and Lindsey D.
Graham, Esq., at Cox Smith Matthews Incorporated as general
restructuring counsel; Fulbright and Jaworski, L.L.P., as
corporate counsel & conflicts counsel; Albert S. Conly as chief
restructuring officer and FTI Consulting Inc. as financial
advisor; Goldman, Sachs & Co. as financial advisor for assets
sale; Global Hunter Securities, LLC, as financial advisors and
investment bankers; and Administar Services Group LLC as claims
agent.  As of March 31, 2009, the Debtors listed total assets:
$431,898,000 and total debts of $323,833,000.


UAL CORP: Bank Debt Trades at 42% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which United Air Lines
Corp. is a borrower traded in the secondary market at 57.79 cents-
on-the-dollar during the week ended July 3, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of -0.96 percentage points
from the previous week, The Journal relates.  The loan matures
February 13, 2013.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The bank debt is one of
the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP, represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The company emerged from bankruptcy protection
on February 1, 2006.

(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


UTGR INC: Court Approves Donlin Recano as Claims Agent
------------------------------------------------------
The Hon. Arthur N. Votolato the U.S. Bankruptcy Court for the
District of Rhode Island authorized UTGR Inc. dba Twin River and
its debtor-affiliates to employ Donlin, Recano & Company, Inc. as
their notice and claims agent.

The firm will assist with, among other things (i) maintaining and
updating the master mailing lists of creditors; (ii) to the extent
necessary, gathering data in conjunction with the preparation of
the Debtors' schedules of assets and liabilities and statements of
financial affairs; (iii) tracking and administering to claims; and
(iv) performing other administrative tasks pertaining to the
administration of the Chapter 11 Cases as may be requested by the
Debtors or the Clerk's Office.

Donlin Recano's fees will be based on the hourly rates of its
professionals who will provide services to the Debtors:

   Designation                Hourly Rate
   -----------                -----------
   Senior Managing Consultant $240-$270
   Senior Case Manager        $210-$235
   Case Manager               $180-$195
   Technology Consultant      $124-$195
   Clerical                   $40-$65

The Debtors assured the Court that the firm does not hold any
interest adverse to their estate and creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Lincoln, Rhode Island, UTGR, Inc. --
http://www.twinriver.com/-- dba Twin River operates a gaming
company.  The Company and its affiliates filed for Chapter 11 on
June 23, 2009 (Bankr. D. R.I. Case No. 09-12418).  Stephen E.
Hessler, Esq., at Kirkland & Ellis LLP represents the Debtor in
its restructuring efforts.  The Debtors propose to employ Allan M.
Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres &
Co. LLC as financial advisor; Zolfo Cooper Management LLC as
bankruptcy consultant; and Donlin Recano & Company Inc. as claims
agent.  The Debtors did not file a list of 20 largest unsecured
creditors.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


UTGR INC: Files List of 40 Largest Unsecured Creditors
------------------------------------------------------
UTGR Inc. dba Twin River and its debtor-affiliates delivered to
the Hon. Arthur N. Votolato the U.S. Bankruptcy Court for the
District of Rhode Island a list of 20 largest unsecured creditors.

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Blackstone Advisory Services   contract          $500,000
LP
345 Park Avenue
New York , NY 10154
Tel: (212) 583-5000
Fax: (212) 583-5712

Rhode Island Greyhound Owners  contract          $221,142
Association
1664 Elmwood Avenue
Cranston, RI 02910
Tel: (401) 785-9284

Bally Technologies             trade payables    $120,038
6601 S. Bermuda Rd.
Las Vegas, NV 89119
Tel: (702) 584-7700
Fax: (702) 584-7710

Redrock Software LLC           Trade Payables    $41,951

Raynham/Taunton Greyhound      Trade Payables    $37,361

Atlantic Production Group      Contract          $36,350

WPRI-TV                        Contract          $34,000

Lamar Companies                Trade Payables    $24,900

Hollywood Park                 Trade Payables    $24,263

Philadelphia Park              Contract          $24,122

K&K Great American Custom Ins. Contract          $22,500

Telecheck Services, Inc.       Trade Payables    $21,442

Omnia Agency                   Contract          $16,800

Monmouth Park                  Contract          $15,407

Delaware Racing Association    Contract          $13,720

Xerox Corporation              Contract          $11,755

Fado Pubs, Inc.                Trade Payables    $10,476

Central Nurseries, Inc.        Trade Payables    $9,017

Brill Hygienic Products Inc.   Trade Payables    $8,848

Fowler Fresh Point             Trade Payables    $8,824

Eastern Bag and Paper          Trade Payables    $8,818

N.J. Sports & Exposition       Contract          $8,599

Golden Gate Fields             Contract          $8,294

All Tech Sound & Prod          Trade Payables    $8,095
Serv. Inc.

Automotive Serv. & Tech        Trade Payables    $8,089

Kittredge Equipment            Trade Payables    $7,621

Daily Racing Form              Contract          $7,586

The Trane Company              Trade Payables    $7,077

The William Ryan Group, Inc.   Contract          $6,750

Sara Farmer Bros.              Trade Payables    $6,641

Emerson Network Power          Trade Payables    $6,620
Liberty Serv. Inc.

SPI Entertainment, Inc.        Contract          $6,500

Phoenix Greyhound Park         Trade Payables    $6,285

Design Studio 303, Inc.        Trade Payables    $5,982

Len Ragozin Data               Contract          $5,900

Colonial Downs                 Contract          $5,860

Suffolk Downs                  Contract          $5,621

Perkins Paper Inc.             Trade Payables    $5,491

Wilfred's Seafood              Trade Payable     $5,475

Lonestar Park                  Trade Payables    $5,267

Headquartered in Lincoln, Rhode Island, UTGR, Inc. --
http://www.twinriver.com/-- dba Twin River operates a gaming
company.  The Company and its affiliates filed for Chapter 11 on
June 23, 2009 (Bankr. D. R.I. Case No. 09-12418).  Stephen E.
Hessler, Esq., at Kirkland & Ellis LLP represents the Debtor in
its restructuring efforts.  The Debtors propose to employ Allan M.
Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres &
Co. LLC as financial advisor; Zolfo Cooper Management LLC as
bankruptcy consultant; and Donlin Recano & Company Inc. as claims
agent.  The Debtors did not file a list of 20 largest unsecured
creditors.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


UTGR INC: Gov. Carcieri Rejects 24/7 Gambling Bill
--------------------------------------------------
Katherine Gregg at Projo.com reports that State of Rhode Island
Governor Donald L. Carcieri has rejected legislation allowing UTGR
Inc.'s Twin River racetrack-casino to operate 24 hours a day,
seven days a week.

As reported by the Troubled Company Reporter on July 1, 2009, the
Rhode Island House voted to force Twin River racetrack-casino to
extend its schedule of greyhound races to 200 days, instead of
125 days.  The bill also permits the racetrack to allow gambling
around-the-clock, instead of having 24-hour gambling only on
weekends and holidays.

Projo.com relates that the legislation also forces owners of the
Lincoln track and slot parlor to drop their plans to suspend
greyhound racing on August 8.

Dog racing has become increasingly unprofitable, Projo.com says,
citing Gov. Carcieri.  According to Projo.com, Gov. Carcieri said
that the $9 million operating subsidy Twin River's owners pay the
greyhound owners contributes to their "crippling debt," and the
legislature's intervention threatens to spoil the consensual
bankruptcy agreement that Twin River's owners filed in U.S.
Bankruptcy Court, at a potential cost to the state of millions of
dollars.

Projo.com quoted Gov. Carcieri as saying, "The legislation could
actually result in the BLB bankruptcy filing becoming a
protracted, free-fall proceeding.  If that occurs, the state could
incur millions of dollars in expenses to protect the state's
interest in what no doubt will be a protracted bankruptcy
proceeding."  According to Projo.com, Gov. Carcieri questioned the
claimed loss of 225 jobs, noting that state licensing records
reflect "fewer than half that number of individuals currently
licensed and authorized to work at Twin River in positions related
to the live dog races."

Rhode Island Greyhound Owners Association said in a statement that
Gov. Carcieri is prioritizing big banks over Rhode Island jobs.
Projo.com relates that Rep. Charlene Lima said that she had been
assured by the legislative leaders that the General Assembly would
reconvene to override the veto.

Projo.com relates that Gov. Carcieri's veto of the legislation
won't interrupt 24-hour gambling at Twin River.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


UTGR INC: U.S. Trustee Names 3-Member Creditors' Committee
----------------------------------------------------------
The United States Trustee for the U.S. Bankruptcy Court for the
District of Rhode Island named three members to the Official
Committee of Unsecured Creditors in the UTGR, Inc. (d/b/a Twin
River) bankruptcy cases.

The Committee members are:

   -- Rhode Island Greyhound Owners Association
   -- Central Nurseries, Inc.
   -- Automotive Services & Technology

Headquartered in Lincoln, Rhode Island, UTGR, Inc. --
http://www.twinriver.com/-- dba Twin River operates a gaming
company.

The Company and its affiliates filed for Chapter 11 on June 23,
2009 (Bankr. D. R.I. Case No. 09-12418).  Stephen E. Hessler,
Esq., at Kirkland & Ellis LLP represents the Debtor in its
restructuring efforts.  The Debtors propose to employ Allan M.
Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres &
Co. LLC as financial advisor; Zolfo Cooper Management LLC as
bankruptcy consultant; and Donlin Recano & Company Inc. as claims
agent.  The Debtors did not file a list of 20 largest unsecured
creditors.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


VISTEON CORP: Bank Debt Trades at 58% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 41.50
cents-on-the-dollar during the week ended July 3, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase/ a drop of 2.58
percentage points from the previous week, The Journal relates.
The loan matures May 30, 2013.  The Company pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt.  Standard & Poor's has assigned a
default rating on the bank debt.  The bank debt is one of the
biggest gainers and losers among widely-quoted syndicated loans in
secondary trading in the week ended July 3, 2009, among the 157
loans with five or more bids.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Fitch Withdraws 'D' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has withdrawn these ratings on Visteon:

  -- Issuer Default Rating (IDR) 'D';
  -- Senior secured term loan 'C/RR4';
  -- Senior unsecured notes 'C/RR6'.

Ratings may be withdrawn after 30 days have elapsed after a
default.  Fitch downgraded Visteon's IDR to 'D' on May 28, 2009
after the company filed for Chapter 11 bankruptcy.


VISTEON CORP: Allowed to Use Cash Collateral Until July 17
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Visteon Corporation and its
debtor affiliates, pursuant to a third interim order, to use
their cash collateral through July 17, 2009, in accordance with a
prepared budget.

A full-text copy of the 3-week cash collateral forecast for the
period from July 3 to 17, 2009, is available for free at:

       http://bankrupt.com/misc/Visteon_July3Budget.pdf

A full-text copy Third Cash Collateral Order is available for
free at http://bankrupt.com/misc/Visteon_InterimCashColl3.pdf

A final hearing on the Debtors' cash collateral request will be
held on July 16, 2009.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Calsonic Kansei Proposes SetOff of Debts
------------------------------------------------------
Calsonic Kansei North America commenced an adversary complaint
against Debtors Visteon Corporation, VC Regional Assembly &
Manufacturing, LLC, and GCM Visteon Automotive Systems, LLC.

Representing Calsonic, Brett D. Fallon, Esq., at Morris James
LLP, in Wilmington, Delaware, relates that before the Petition
Date, the Debtors accepted certain purchase orders for the
manufacture of certain parts for Calsonic.  According to
Mr. Fallon, Calsonic has not paid the Debtors prepetition invoices
for the purchase orders, totaling $552,725.

Similarly, Calsonic says that before the Petition Date, it
accepted certain scheduling agreements by which it manufactured
certain parts for VC and GCM, totaling $2,249,001.  Calsonic
tells the Court that it has not been paid for the Parts.

Mr. Fallon points out that under the parties' agreement, Visteon
Corp. guaranteed the obligations of VC and GCM to Calsonic.
Given that suretyship and the magnitude of the unpaid obligations
of VC and GCM to Calsonic, Mr. Fallon asserts that Calsonic is
not obligated to pay the Debtors for any prepetition shipment of
the goods.

Calsonic thus asks the Court to declare that:

  (a) it is not indebted to the Defendants for any prepetition
      shipment of goods; or

  (b) in the alternative, it is entitled to assert the defense
      of recoupment or is entitled to set off the mutual
      obligations between itself and the Defendants.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Presents Key Employee Incentive Plan
--------------------------------------------------
Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court
for the District of Delaware's permission to honor a postpetition
Visteon Incentive Program, which consists of a key employee
incentive plan, the Debtors' 2009 annual incentive plan and the
Debtors' current long-term incentive plan.  The AIP and LTIP are
continuations of the Debtors' prepetition incentive programs,
while the KEIP is a newly proposed plan.

The Debtors also seek authority to pay their employees amounts
earned under the Visteon Incentive Program without regard to
whether those obligations accrued or arose before or after the
Petition Date.  Specifically, the Debtors seek authority to pay
up to $6,200,000 on account of targets already reached but not
yet earned under the LTIP, and up to $6,000,000 that still may be
earned on account of certain 2009 and 2010 benchmarks, if
achieved based on the Debtors' business goals, as set forth under
the metrics of the LTIP established in 2007 and 2008.

                The Key Employee Incentive Plan

After extensive consultation with and benchmarking analysis by
Towers Perrin, the Debtors developed the KEIP in order to
properly incentivize about 100 key employees with awards that are
market-based, performance-linked and cost-effective.  The Debtors
and Towers Perrin first sought to ensure that compensation is
based on market-to-market comparisons, considering comparable
employers as well as typical chapter 11 practice.

The KEIP provides for the payment of incentive-based, cash awards
to approximately 100 Key Employees most capable of influencing
the Debtors' ongoing business and restructuring efforts.  The
Debtors assert that the Key Employees are essential to maximizing
the enterprise value of their estates for the benefit of all
parties-in-interest.  The KEIP has been narrowly tailored to
incentivize the Key Employees to maximize the enterprise value of
the Debtors by offering an incentive-based payment tied to the
Debtors' financial performance and the achievement of two
important milestones: (1) confirmation, and (2) the effective
date of a Chapter 11 plan reorganization.

Each participant in the KEIP is assigned a target opportunity
level, expressed as a percentage of the individual's base salary.
The KEIP's metrics are based on:

  (1) certain earnings percentage of before interest, taxes-
      depreciation, and amortization targets less capital
      expenditures goals established by the Debtors,

  (2) confirmation of a plan of reorganization, and

  (3) emergence from chapter 11 bankruptcy protection.

                    The Annual Incentive Plan

Prior to the Petition Date, the Debtors, in the ordinary course
of their businesses, regularly implemented annual and long-term
incentive compensation programs for their salaried employees
designed to provide incentives to motivate the participants under
those programs to meet certain corporate and other objectives.
Those Programs are an important component of the Employees'
overall compensation package.  The AIP was developed by the
Debtors based, in large part, on prior fiscal year incentive
plans implemented by the Debtors in the ordinary course of their
businesses.  Consistent with the company's past practices, the
AIP is designed to incentivize the participants to meet certain
financial and quality goals in 2009.  Pursuant to the AIP,
approximately 2,050 active employees and 400 inactive employees
are eligible to receive a cash bonus payable in February 2010
based upon the Debtors' achievement of free cash flow and product
quality targets set by Visteon's board of directors.

For 2009, the "free cash flow" metric for 100% of the target
award is negative $89 million and the targeted product quality
metric is at or below 20 defects per million as measured by the
Debtors' original equipment manufacturer customers.  If 100% of
the quality metric is met, the approximate payout under the AIP
would be $9,500,000.

                   The Long-Term Incentive Plan

Under the LTIP, the Debtors make annual awards based on the
achievement of certain performance metrics established by the
Board of Directors.  Each annual award contains a three-year
performance period with separate performance criteria selected
for each year.  The award opportunity for the performance metrics
established in 2007 and 2008 is comprised of an equity component,
which is 75% of the total opportunity, and a performance cash
component, which is 25% of the total opportunity.

Thus far, target metrics have been achieved under the LTIP to
allow for eventual payouts to LTIP Participants of $3,600,000 in
2010 and $2,600,000 in 2011, the Debtors relate.

In addition, the LTIP Participants can still earn up to an
additional $6,000,000 by achieving certain performance objectives
in 2009 and 2010.  Of this amount, approximately 38% would be
paid to insiders, and approximately 62% would be paid to non-
insiders.  In the current environment, the Debtors believe that
failure to honor the LIP could be detrimental to employee morale
and could result in significant attrition of key segments of the
Debtors' workforce.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Section 341 Creditors Meeting Adjourned Sine Die
--------------------------------------------------------------
The first meeting of the creditors of Visteon Corporation and its
debtor affiliates pursuant to Section 341 of the Bankruptcy Code
has been postponed to a date yet to be determined.

The Section 341 meeting has been originally scheduled for July 1,
2009.  The Section 341 meeting offers creditors a one-time
opportunity to examine a debtor's representative under oath about
the debtor's financial affairs and operations.


                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Summit Polymers Opposes Shipment of Goods on Credit
-----------------------------------------------------------------
Summit Polymers, Inc., a provider of plastic injection component
parts for Visteon Corp. and its affiliates, tells the U.S.
Bankruptcy Court for the District of Delaware that the Debtors
have threatened to sue it for damages and for injunctive relief
unless it continues shipping new goods to the Debtors on credit.
Summit says it has told the Debtors it will ship all of the
Debtors' regularly scheduled orders, provided that the Debtors pay
for the goods before Summit Polymers surrenders possession of the
goods.

Summit Polymers tells the Court that it suspended providing the
Debtors goods as of May 27, 2009, due to the Debtors' repeated
non-payment and late-payment defaults before the Petition Date.

Summit Polymers contends that shipping goods on credit to the
Debtors would unfairly expose it to economic harm and deprive it
of its property rights under the law.  Summit Polymers asserts it
is entitled to adequate protection of its property rights.

Accordingly, Summit Polymers asks the Court to declare that:

  (a) the Debtors are insolvent;

  (b) it is not required to surrender possession of the goods
      absent adequate protection of its rights; and

  (c) adequate protection requires the Debtors to pay Summit
      Polymers' goods prior to delivery.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


YOUNG BROADCASTING: Bank Debt Trades at 52% Off
-----------------------------------------------
Participations in a syndicated loan under which Young
Broadcasting, Inc., is a borrower traded in the secondary market
at 47.39 cents-on-the-dollar during the week ended July 3, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.79
percentage points from the previous week, The Journal relates.
The loan matures November 3, 2012.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt.  Standard & Poor's has
assigned a default rating on the bank debt.  The bank debt is one
of the biggest gainers and losers among widely-quoted syndicated
loans in secondary trading in the week ended July 3, 2009, among
the 157 loans with five or more bids.

                    About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV - Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009, (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the official committtee of unsecured creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* Nine-Year Lending Low Forces Businesses to Cut Investment
-----------------------------------------------------------
The Bank of England's quarterly review of lending trends found
that many firms are still experiencing the effects of the credit
crunch, with business lending suffering its biggest drop in nine
years.

Thinking Money highlights that net lending to private non-
financial corporations also fell by 5.4 billion pounds in April -
its biggest fall since June 2000.

Eight out of ten firms included in the Bank's survey reported that
lending had become scarcer and more costly over the past year,
while two thirds said that they responded by cutting back on
investment.

            Weak lending could delay economic recovery

Thinking Money vindicates the authority of the BoE report, which
draws on long-established official data sources, such as the
existing monetary and financial statistics collected by the Bank
of England.

In the wake of the findings, BoE Governor Mervyn King warned weak
bank lending could hinder the hoped for economic recovery.

"Banks' ability to finance a sustained recovery remains impaired
by low levels of equity capital," he said.

The BoE's Deputy Governor Paul Tucker reiterated King's concern,
saying the credit drought could tempt banks to hoard money until
the dark clouds pass.

"If all banks were to adopt such a strategy, recovery might end up
being anaemic at best, which would feed back into the banking
system itself -- increasing defaults and depleting banks'
capital," Tucker said.

Thinking Money notes that the weakening of credit flows to cash-
poor firms has taken place despite record low interest rates and a
125 billion pound asset-buying programme aimed at boosting the
economy. It's for this reason why business credit card companies,
such as MBNA, are increasingly likely to be the provider of credit
to aid cashflow.

         Scarcity of lending forces businesses to overpay

Businesses finding difficulty in sourcing bank finance are often
forced to pay a higher rate for the finance they are able to
secure, thus exacerbating existing cash-flow issues.

The BoE said that lenders report a fall in the average maturity of
their loans to businesses, and also report that many businesses
are negotiating "forward start agreements" under which they are
able to extend their loan when it expires.

                   Knock-on effect for consumers

Thinking Money believes the squeeze on business lending has a
knock-on effect for consumers, with consumer lending -- credit
cards and personal loans -- having also fallen substantially in
recent months and lenders resorting to retrenchments in order to
recover losses.

The BoE report found that the quarterly rate of growth of
unsecured lending was the lowest since 1992.

                           References

Thinking Money provides free commentary and analysis on economic
and consumer financial news, providing help and advice.

On the Net: http://www.thinkingmoney.org/
            http://ResearchArchives.com/t/s?3eaf
            http://www.mbna.co.uk/business/


* BOND PRICING -- For the Week From June 29 to July 3, 2009
-----------------------------------------------------------
Company              Coupon     Maturity Bid Price
-------              ------     -------- ---------
ACCURIDE CORP           8.50%    2/1/2015     35.00
ADVANTA CAP TR          8.99%  12/17/2026     19.40
AHERN RENTALS           9.25%   8/15/2013     40.50
ALERIS INTL INC         9.00%  12/15/2014      1.00
ALERIS INTL INC        10.00%  12/15/2016      5.00
ALLIED CAP CORP         6.63%   7/15/2011     55.87
AMBASSADORS INTL        3.75%   4/15/2027     27.00
AMER AXLE & MFG         5.25%   2/11/2014     31.13
AMER GENL FIN           3.05%   6/15/2010     60.50
AMER GENL FIN           3.10%   7/15/2009     95.00
AMER GENL FIN           3.85%   9/15/2009     93.50
AMER GENL FIN           4.00%   8/15/2009     91.75
AMER GENL FIN           4.10%   5/15/2010     70.68
AMER GENL FIN           4.20%   8/15/2009     95.00
AMER GENL FIN           4.20%  10/15/2010     45.00
AMER GENL FIN           4.25%  10/15/2010     59.00
AMER GENL FIN           4.30%   9/15/2009     89.50
AMER GENL FIN           4.40%   4/15/2012     38.00
AMER GENL FIN           4.50%   7/15/2009     96.60
AMER GENL FIN           4.50%   9/15/2009     93.22
AMER GENL FIN           4.50%   3/15/2010     60.00
AMER GENL FIN           4.50%  11/15/2010     55.96
AMER GENL FIN           4.55%  10/15/2009     80.00
AMER GENL FIN           4.60%  10/15/2010     45.00
AMER GENL FIN           4.63%   3/15/2012     43.62
AMER GENL FIN           4.75%   8/15/2010     62.10
AMER GENL FIN           4.95%  11/15/2010     62.00
AMER GENL FIN           5.00%   6/15/2010     60.50
AMER GENL FIN           5.00%   9/15/2010     70.16
AMER GENL FIN           5.00%  10/15/2010     62.36
AMER GENL FIN           5.00%  11/15/2010     54.50
AMER GENL FIN           5.00%  12/15/2010     63.00
AMER GENL FIN           5.00%  12/15/2010     59.90
AMER GENL FIN           5.00%  12/15/2010     65.31
AMER GENL FIN           5.00%   6/15/2011     55.00
AMER GENL FIN           5.00%  10/15/2011     40.00
AMER GENL FIN           5.20%   6/15/2010     70.15
AMER GENL FIN           5.20%   9/15/2010     45.00
AMER GENL FIN           5.25%   7/15/2010     55.00
AMER GENL FIN           5.25%  12/15/2012     25.00
AMER GENL FIN           5.40%   6/15/2011     53.79
AMER GENL FIN           5.40%   5/15/2013     30.00
AMER GENL FIN           5.85%   9/15/2012     40.00
AMER GENL FIN           6.25%   7/15/2011     57.51
AMER GENL FIN           6.50%   6/15/2015     15.00
AMER GENL FIN           7.75%   9/15/2010     47.89
AMER GENL FIN           8.00%   8/15/2010     72.00
AMER GENL FIN           8.13%   8/15/2009     97.50
AMER GENL FIN           8.15%   8/15/2011     52.78
AMER MEDIA OPER         8.88%   1/15/2011     59.63
AMR CORP                9.20%   1/30/2012     48.00
AMR CORP               10.45%   3/10/2011     54.50
ANTHRACITE CAP         11.75%    9/1/2027     16.50
ANTIGENICS              5.25%    2/1/2025     25.50
APPLETON PAPERS         9.75%   6/15/2014     35.50
ARCO CHEMICAL CO       10.25%   11/1/2010     30.00
BALLY TOTAL FITN       13.00%   7/15/2011      2.00
BANK NEW ENGLAND        8.75%    4/1/1999     10.13
BANK NEW ENGLAND        9.88%   9/15/1999     10.75
BANKUNITED FINL         3.13%    3/1/2034      6.38
BARRINGTON BROAD       10.50%   8/15/2014     33.50
BELL MICROPRODUC        3.75%    3/5/2024     32.25
BLOCKBUSTER INC         9.00%    9/1/2012     49.00
BORDEN INC              8.38%   4/15/2016     18.00
BORDEN INC              9.20%   3/15/2021     24.75
BOWATER INC             6.50%   6/15/2013     15.00
BOWATER INC             9.38%  12/15/2021     13.50
BOWATER INC             9.50%  10/15/2012     14.75
BRODER BROS CO         11.25%  10/15/2010     30.13
BROOKSTONE CO          12.00%  10/15/2012     44.20
CALLON PETROLEUM        9.75%   12/8/2010     49.25
CAPMARK FINL GRP        7.88%   5/10/2012     26.25
CAPMARK FINL GRP        8.30%   5/10/2017     25.50
CARAUSTAR INDS          7.25%    5/1/2010     56.88
CCH I LLC               9.92%    4/1/2014      0.75
CCH I LLC              11.75%   5/15/2014      0.50
CCH I LLC              13.50%   1/15/2014      1.75
CCH I/CCH I CP         11.00%   10/1/2015     11.50
CCH I/CCH I CP         11.00%   10/1/2015     11.75
CHAMPION ENTERPR        2.75%   11/1/2037     11.25
CHARTER COMM HLD       10.00%   5/15/2011      1.00
CHARTER COMM INC        6.50%   10/1/2027     24.25
CHENIERE ENERGY         2.25%    8/1/2012     38.00
CIT GROUP INC           4.13%   11/3/2009     96.00
CIT GROUP INC           4.50%   7/15/2009     91.00
CIT GROUP INC           5.25%   8/15/2009     96.50
CIT GROUP INC           6.00%   7/15/2009     96.48
CIT GROUP INC           6.88%   11/1/2009     91.75
CITADEL BROADCAS        4.00%   2/15/2011      7.00
CLEAR CHANNEL           4.40%   5/15/2011     39.06
CLEAR CHANNEL           4.50%   1/15/2010     72.34
CLEAR CHANNEL           4.90%   5/15/2015     23.88
CLEAR CHANNEL           5.00%   3/15/2012     32.00
CLEAR CHANNEL           5.50%   9/15/2014     23.13
CLEAR CHANNEL           5.75%   1/15/2013     20.00
CLEAR CHANNEL           6.25%   3/15/2011     45.00
CLEAR CHANNEL           7.65%   9/15/2010     59.00
CLEAR CHANNEL          10.75%    8/1/2016     32.28
CLEAR CHANNEL          10.75%    8/1/2016     32.50
COLLINS & AIKMAN       10.75%  12/31/2011      1.25
COMPREHENS CARE         7.50%   4/15/2010     75.25
COMPUCREDIT             3.63%   5/30/2025     34.15
CONEXANT SYSTEMS        4.00%    3/1/2026     43.13
CONSTAR INTL           11.00%   12/1/2012      8.00
COOPER-STANDARD         7.00%  12/15/2012     10.00
COOPER-STANDARD         8.38%  12/15/2014     11.00
CREDENCE SYSTEM         3.50%   5/15/2010     50.63
CSC HOLDINGS INC        8.13%   7/15/2009    100.00
DAYTON SUPERIOR        10.00%   9/30/2029     17.00
DECODE GENETICS         3.50%   4/15/2011      7.75
DECODE GENETICS         3.50%   4/15/2011      7.50
DELPHI CORP             8.25%  10/15/2033      1.00
DEX MEDIA INC           8.00%  11/15/2013     15.00
DEX MEDIA INC           9.00%  11/15/2013      9.75
DEX MEDIA INC           9.00%  11/15/2013     12.00
DEX MEDIA WEST          8.50%   8/15/2010     72.00
DEX MEDIA WEST          9.88%   8/15/2013     11.00
DOWNEY FINANCIAL        6.50%    7/1/2014      4.95
DUNE ENERGY INC        10.50%    6/1/2012     49.75
EDDIE BAUER HLDG        5.25%    4/1/2014     10.00
ENERGY PARTNERS         8.75%    8/1/2010     35.00
EPIX MEDICAL INC        3.00%   6/15/2024     19.13
FAIRPOINT COMMUN       13.13%    4/1/2018     19.88
FIBERTOWER CORP         9.00%  11/15/2012     42.75
FIRST DATA CORP         5.63%   11/1/2011     45.75
FLEETWOOD ENTERP       14.00%  12/15/2011     29.00
FLOTEK INDS             5.25%   2/15/2028     40.50
FORD MOTOR CRED         5.20%   7/20/2009     96.00
FRANKLIN BANK           4.00%    5/1/2027      1.25
FREESCALE SEMICO       10.13%  12/15/2016     36.50
FRONTIER AIRLINE        5.00%  12/15/2025      8.00
GENCORP INC             4.00%   1/16/2024     83.38
GENERAL MOTORS          7.13%   7/15/2013     11.50
GENERAL MOTORS          7.40%    9/1/2025     11.26
GENERAL MOTORS          7.70%   4/15/2016     11.26
GENERAL MOTORS          8.10%   6/15/2024     10.75
GENERAL MOTORS          8.25%   7/15/2023     11.25
GENERAL MOTORS          8.38%   7/15/2033     13.00
GENERAL MOTORS          8.80%    3/1/2021     11.00
GENERAL MOTORS          9.40%   7/15/2021     11.13
GENERAL MOTORS          9.45%   11/1/2011     10.00
GEORGIA GULF CRP        7.13%  12/15/2013     24.75
GGP LP                  3.98%   4/15/2027     33.38
GMAC LLC                5.10%   7/15/2009     99.00
GMAC LLC                5.25%   7/15/2009     99.00
GMAC LLC                6.60%   7/15/2009     97.50
GMAC LLC                6.65%   7/15/2009     92.76
GMAC LLC                6.70%   7/15/2009     98.27
GMAC LLC                6.80%  12/15/2009     86.00
GMAC LLC                7.00%   7/15/2009     99.00
GMAC LLC                7.00%   8/15/2009     96.88
HAIGHTS CROSS OP       11.75%   8/15/2011     35.00
HARRY & DAVID OP        9.00%    3/1/2013     39.25
HAWAIIAN TELCOM         9.75%    5/1/2013      3.00
HEADWATERS INC          2.88%    6/1/2016     55.76
HINES NURSERIES        10.25%   10/1/2011     14.00
IDEARC INC              8.00%  11/15/2016      3.00
INN OF THE MOUNT       12.00%  11/15/2010     40.00
INTCOMEX INC           11.75%   1/15/2011     40.38
INTERDENT SVC          10.75%  12/15/2011     52.40
INTL LEASE FIN          3.25%   2/15/2010     65.00
INTL LEASE FIN          3.50%   9/15/2009     85.75
INTL LEASE FIN          4.70%   8/15/2009     96.00
INTL LEASE FIN          4.85%   8/15/2009     94.01
INTL LEASE FIN          5.00%   6/15/2012     43.25
INTL LEASE FIN          7.25%   2/15/2010     78.00
ISTAR FINANCIAL         5.13%    4/1/2011     58.63
ISTAR FINANCIAL         5.13%    4/1/2011     59.99
ISTAR FINANCIAL         5.80%   3/15/2011     63.00
JAZZ TECHNOLOGIE        8.00%  12/31/2011     40.50
JEFFERSON SMURFI        8.25%   10/1/2012     38.25
KAISER ALUM&CHEM       12.75%    2/1/2003      7.00
KELLWOOD CO             7.63%  10/15/2017     15.75
KELLWOOD CO             7.88%   7/15/2009     97.15
KEMET CORP              2.25%  11/15/2026     45.50
KEMET CORP              2.25%  11/15/2026     43.48
KEYSTONE AUTO OP        9.75%   11/1/2013     32.13
KNIGHT RIDDER           4.63%   11/1/2014     21.50
KNIGHT RIDDER           5.75%    9/1/2017     10.13
KNIGHT RIDDER           6.88%   3/15/2029     17.75
KNIGHT RIDDER           7.13%    6/1/2011     29.85
KNIGHT RIDDER           7.15%   11/1/2027     10.00
LANDAMERICA             3.13%  11/15/2033     22.50
LANDAMERICA             3.25%   5/15/2034     22.50
LAZYDAYS RV            11.75%   5/15/2012      3.03
LEAR CORP               5.75%    8/1/2014     38.00
LEAR CORP               8.50%   12/1/2013     32.25
LEHMAN BROS HLDG        1.50%   3/23/2012     12.50
LEHMAN BROS HLDG        2.00%  10/31/2012     11.46
LEHMAN BROS HLDG        4.38%  11/30/2010     13.60
LEHMAN BROS HLDG        4.50%   7/26/2010     13.60
LEHMAN BROS HLDG        4.50%    8/3/2011     12.84
LEHMAN BROS HLDG        4.80%   3/13/2014     15.50
LEHMAN BROS HLDG        4.80%   6/24/2023      9.13
LEHMAN BROS HLDG        5.00%   1/14/2011     15.00
LEHMAN BROS HLDG        5.00%   2/11/2013      9.63
LEHMAN BROS HLDG        5.00%   3/27/2013      7.75
LEHMAN BROS HLDG        5.00%    8/3/2014      9.00
LEHMAN BROS HLDG        5.00%   5/28/2023     10.00
LEHMAN BROS HLDG        5.00%   5/30/2023      8.54
LEHMAN BROS HLDG        5.00%   6/10/2023     12.50
LEHMAN BROS HLDG        5.00%   6/17/2023      8.40
LEHMAN BROS HLDG        5.10%   1/28/2013      5.50
LEHMAN BROS HLDG        5.10%   2/15/2020      8.50
LEHMAN BROS HLDG        5.15%    2/4/2015      9.50
LEHMAN BROS HLDG        5.20%   5/13/2020      7.00
LEHMAN BROS HLDG        5.25%    2/6/2012     11.25
LEHMAN BROS HLDG        5.25%   1/30/2014      8.75
LEHMAN BROS HLDG        5.25%   2/11/2015      9.55
LEHMAN BROS HLDG        5.25%    3/5/2018      7.00
LEHMAN BROS HLDG        5.25%   9/14/2019      9.00
LEHMAN BROS HLDG        5.25%    3/8/2020     10.00
LEHMAN BROS HLDG        5.25%   5/20/2023      7.38
LEHMAN BROS HLDG        5.35%   2/25/2018      8.55
LEHMAN BROS HLDG        5.35%   3/13/2020     11.00
LEHMAN BROS HLDG        5.35%   6/14/2030      7.70
LEHMAN BROS HLDG        5.38%    5/6/2023      7.75
LEHMAN BROS HLDG        5.40%    3/6/2020      7.00
LEHMAN BROS HLDG        5.40%   3/20/2020      9.25
LEHMAN BROS HLDG        5.40%   3/30/2029      7.25
LEHMAN BROS HLDG        5.40%   6/21/2030      7.50
LEHMAN BROS HLDG        5.45%   3/15/2025      8.25
LEHMAN BROS HLDG        5.45%    4/6/2029      8.38
LEHMAN BROS HLDG        5.45%   2/22/2030      8.00
LEHMAN BROS HLDG        5.45%   7/19/2030      8.26
LEHMAN BROS HLDG        5.45%   9/20/2030      7.75
LEHMAN BROS HLDG        5.50%    4/4/2016     15.50
LEHMAN BROS HLDG        5.50%    2/4/2018      7.75
LEHMAN BROS HLDG        5.50%   2/19/2018      8.30
LEHMAN BROS HLDG        5.50%   11/4/2018      9.00
LEHMAN BROS HLDG        5.50%   2/27/2020      7.75
LEHMAN BROS HLDG        5.50%   8/19/2020      7.25
LEHMAN BROS HLDG        5.50%   3/14/2023      7.75
LEHMAN BROS HLDG        5.50%    4/8/2023     12.50
LEHMAN BROS HLDG        5.50%   4/15/2023      7.67
LEHMAN BROS HLDG        5.50%   4/23/2023      9.63
LEHMAN BROS HLDG        5.50%   10/7/2023      7.92
LEHMAN BROS HLDG        5.50%   1/27/2029      9.00
LEHMAN BROS HLDG        5.50%    2/3/2029      8.20
LEHMAN BROS HLDG        5.55%   2/11/2018      8.20
LEHMAN BROS HLDG        5.55%    3/9/2029      8.25
LEHMAN BROS HLDG        5.55%   1/25/2030      8.50
LEHMAN BROS HLDG        5.55%   9/27/2030      8.25
LEHMAN BROS HLDG        5.55%  12/31/2034      7.75
LEHMAN BROS HLDG        5.60%   1/22/2018      6.93
LEHMAN BROS HLDG        5.60%   2/17/2029      8.63
LEHMAN BROS HLDG        5.60%   2/24/2029      8.50
LEHMAN BROS HLDG        5.60%    3/2/2029      7.75
LEHMAN BROS HLDG        5.60%   2/25/2030      9.00
LEHMAN BROS HLDG        5.60%    5/3/2030      8.38
LEHMAN BROS HLDG        5.63%   1/24/2013     16.25
LEHMAN BROS HLDG        5.63%   3/15/2030      7.75
LEHMAN BROS HLDG        5.65%  11/23/2029     12.50
LEHMAN BROS HLDG        5.65%   8/16/2030      7.68
LEHMAN BROS HLDG        5.65%  12/31/2034     11.01
LEHMAN BROS HLDG        5.70%   1/28/2018      9.00
LEHMAN BROS HLDG        5.70%   2/10/2029      9.50
LEHMAN BROS HLDG        5.70%   4/13/2029      8.50
LEHMAN BROS HLDG        5.70%    9/7/2029      8.50
LEHMAN BROS HLDG        5.70%  12/14/2029      8.00
LEHMAN BROS HLDG        5.75%   4/25/2011     13.63
LEHMAN BROS HLDG        5.75%   7/18/2011     15.50
LEHMAN BROS HLDG        5.75%   5/17/2013     15.17
LEHMAN BROS HLDG        5.75%    1/3/2017      0.01
LEHMAN BROS HLDG        5.75%   3/27/2023      9.10
LEHMAN BROS HLDG        5.75%  10/15/2023     12.50
LEHMAN BROS HLDG        5.75%  10/21/2023      8.00
LEHMAN BROS HLDG        5.75%  11/12/2023      8.33
LEHMAN BROS HLDG        5.75%  11/25/2023      9.50
LEHMAN BROS HLDG        5.75%  12/16/2028      8.42
LEHMAN BROS HLDG        5.75%  12/23/2028      7.75
LEHMAN BROS HLDG        5.75%   8/24/2029      8.90
LEHMAN BROS HLDG        5.75%   9/14/2029      7.75
LEHMAN BROS HLDG        5.75%  10/12/2029      8.20
LEHMAN BROS HLDG        5.75%   3/29/2030      9.63
LEHMAN BROS HLDG        5.80%    9/3/2020      8.50
LEHMAN BROS HLDG        5.80%  10/25/2030      7.75
LEHMAN BROS HLDG        5.85%   11/8/2030      9.00
LEHMAN BROS HLDG        5.88%  11/15/2017     14.25
LEHMAN BROS HLDG        5.90%    5/4/2029      8.50
LEHMAN BROS HLDG        5.90%    2/7/2031      8.20
LEHMAN BROS HLDG        5.95%  12/20/2030      7.50
LEHMAN BROS HLDG        6.00%   7/19/2012     16.06
LEHMAN BROS HLDG        6.00%  12/18/2015      7.80
LEHMAN BROS HLDG        6.00%   1/22/2020     11.50
LEHMAN BROS HLDG        6.00%   2/12/2020      7.00
LEHMAN BROS HLDG        6.00%   1/29/2021     10.13
LEHMAN BROS HLDG        6.00%  10/23/2028      8.20
LEHMAN BROS HLDG        6.00%  11/18/2028      7.75
LEHMAN BROS HLDG        6.00%   5/11/2029      8.25
LEHMAN BROS HLDG        6.00%   7/20/2029      8.25
LEHMAN BROS HLDG        6.00%   3/21/2031      6.25
LEHMAN BROS HLDG        6.00%   4/30/2034      8.50
LEHMAN BROS HLDG        6.00%   7/30/2034      7.75
LEHMAN BROS HLDG        6.00%   2/21/2036      6.50
LEHMAN BROS HLDG        6.00%   2/24/2036      7.50
LEHMAN BROS HLDG        6.00%   2/12/2037      8.50
LEHMAN BROS HLDG        6.05%   6/29/2029      8.14
LEHMAN BROS HLDG        6.10%   8/12/2023      8.25
LEHMAN BROS HLDG        6.15%   4/11/2031      7.00
LEHMAN BROS HLDG        6.20%   9/26/2014     15.50
LEHMAN BROS HLDG        6.20%   6/15/2027      7.75
LEHMAN BROS HLDG        6.20%   5/25/2029      8.90
LEHMAN BROS HLDG        6.25%    2/5/2021     12.50
LEHMAN BROS HLDG        6.25%   2/22/2023      7.75
LEHMAN BROS HLDG        6.40%  10/11/2022      7.03
LEHMAN BROS HLDG        6.40%  12/19/2036     12.50
LEHMAN BROS HLDG        6.50%   2/28/2023     11.01
LEHMAN BROS HLDG        6.50%    3/6/2023      9.75
LEHMAN BROS HLDG        6.50%  10/18/2027      8.75
LEHMAN BROS HLDG        6.50%  10/25/2027     12.50
LEHMAN BROS HLDG        6.50%  11/15/2032      7.35
LEHMAN BROS HLDG        6.50%   1/17/2033      9.00
LEHMAN BROS HLDG        6.50%  12/22/2036      9.75
LEHMAN BROS HLDG        6.50%   2/13/2037      6.22
LEHMAN BROS HLDG        6.50%   6/21/2037      7.75
LEHMAN BROS HLDG        6.50%   7/13/2037      9.63
LEHMAN BROS HLDG        6.60%   10/3/2022      6.11
LEHMAN BROS HLDG        6.63%   1/18/2012     16.06
LEHMAN BROS HLDG        6.63%   7/27/2027      9.00
LEHMAN BROS HLDG        6.75%  12/28/2017      0.01
LEHMAN BROS HLDG        6.75%    7/1/2022      8.20
LEHMAN BROS HLDG        6.75%   3/11/2033     10.50
LEHMAN BROS HLDG        6.75%  10/26/2037     11.50
LEHMAN BROS HLDG        6.80%    9/7/2032      9.90
LEHMAN BROS HLDG        6.85%   8/16/2032      7.75
LEHMAN BROS HLDG        6.88%    5/2/2018     16.25
LEHMAN BROS HLDG        6.88%   7/17/2037      0.02
LEHMAN BROS HLDG        6.90%    9/1/2032      9.63
LEHMAN BROS HLDG        7.00%   4/16/2019      8.00
LEHMAN BROS HLDG        7.00%   5/12/2023      7.15
LEHMAN BROS HLDG        7.00%   9/27/2027     12.50
LEHMAN BROS HLDG        7.00%   10/4/2032      7.80
LEHMAN BROS HLDG        7.00%   7/27/2037     11.50
LEHMAN BROS HLDG        7.00%   9/28/2037      8.00
LEHMAN BROS HLDG        7.00%  11/16/2037      9.63
LEHMAN BROS HLDG        7.00%  12/28/2037      7.59
LEHMAN BROS HLDG        7.00%   1/31/2038      8.31
LEHMAN BROS HLDG        7.00%    2/1/2038      9.25
LEHMAN BROS HLDG        7.00%    2/7/2038      9.00
LEHMAN BROS HLDG        7.00%    2/8/2038      6.02
LEHMAN BROS HLDG        7.05%   2/27/2038      8.18
LEHMAN BROS HLDG        7.10%   3/25/2038      9.00
LEHMAN BROS HLDG        7.25%   4/29/2038      9.00
LEHMAN BROS HLDG        7.35%    5/6/2038      9.75
LEHMAN BROS HLDG        7.88%   8/15/2010     12.50
LEHMAN BROS HLDG        8.00%    3/5/2022      7.75
LEHMAN BROS HLDG        8.50%    8/1/2015     14.50
LEHMAN BROS HLDG        8.75%    2/6/2023      7.00
LEHMAN BROS HLDG        8.80%    3/1/2015     13.50
LEHMAN BROS HLDG        8.92%   2/16/2017     10.50
LEHMAN BROS HLDG        9.50%  12/28/2022      8.52
LEHMAN BROS HLDG        9.50%   1/30/2023      4.46
LEHMAN BROS HLDG        9.50%   2/27/2023      6.27
LEHMAN BROS HLDG       10.00%   3/13/2023     12.25
LEHMAN BROS HLDG       10.38%   5/24/2024      7.50
LEHMAN BROS HLDG       11.00%  10/25/2017     10.75
LEHMAN BROS HLDG       11.00%   6/22/2022      7.50
LEHMAN BROS HLDG       11.00%   7/18/2022     10.50
LEHMAN BROS INC         7.50%    8/1/2026      6.00
LEINER HEALTH          11.00%    6/1/2012      2.00
LOCAL INSIGHT          11.00%   12/1/2017     27.00
LTX-CREDENCE            3.50%   5/15/2011     25.00
MAJESTIC STAR           9.50%  10/15/2010     61.75
MAJESTIC STAR           9.75%   1/15/2011      7.00
MCCLATCHY CO           15.75%   7/15/2014     34.63
MERCER INTL INC         9.25%   2/15/2013     41.00
MERISANT CO             9.50%   7/15/2013      5.00
MERRILL LYNCH           0.00%    3/9/2011     87.25
MILLENNIUM AMER         7.63%  11/15/2026      5.54
MOHEGAN TRIBAL          6.38%   7/15/2009    100.10
MOMENTIVE PERFOR       11.50%   12/1/2016     28.25
MOMENTIVE PERFOR       11.50%   12/1/2016     28.00
MORRIS PUBLISH          7.00%    8/1/2013      7.30
NEENAH FOUNDRY          9.50%    1/1/2017     30.00
NEFF CORP              10.00%    6/1/2015     14.50
NELNET INC              5.13%    6/1/2010     76.50
NETWORK COMMUNIC       10.75%   12/1/2013     20.50
NEW PLAN EXCEL          7.40%   9/15/2009     85.50
NEW PLAN REALTY         6.90%   2/15/2028     18.00
NEW PLAN REALTY         7.65%   11/2/2026     18.25
NEW PLAN REALTY         7.97%   8/14/2026     13.35
NEWARK GROUP INC        9.75%   3/15/2014      2.00
NEWPAGE CORP           10.00%    5/1/2012     41.50
NEWPAGE CORP           12.00%    5/1/2013     29.00
NORTEK INC              8.50%    9/1/2014     33.00
NORTH ATL TRADNG        9.25%    3/1/2012     34.88
NTK HOLDINGS INC        0.00%    3/1/2014      8.25
OUTBOARD MARINE         9.13%   4/15/2017      3.50
PACKAGING DYNAMI       10.00%    5/1/2016     31.38
PALM HARBOR             3.25%   5/15/2024     33.25
PENHALL INTL           12.00%    8/1/2014     36.21
PLY GEM INDS            9.00%   2/15/2012     22.12
PMI CAPITAL I           8.31%    2/1/2027     14.88
POPE & TALBOT           8.38%    6/1/2013      1.00
PRIMUS TELECOM          3.75%   9/15/2010      2.00
PRIMUS TELECOM          8.00%   1/15/2014     11.75
PRIMUS TELECOMM        14.25%   5/20/2011     63.00
PULTE HOMES INC         4.88%   7/15/2009     99.00
QUALITY DISTRIBU        9.00%  11/15/2010     45.00
RADIO ONE INC           6.38%   2/15/2013     18.00
RADIO ONE INC           8.88%    7/1/2011     35.00
RAFAELLA APPAREL       11.25%   6/15/2011     19.00
RAIT FINANCIAL          6.88%   4/15/2027     28.87
RATHGIBSON INC         11.25%   2/15/2014     35.50
READER'S DIGEST         9.00%   2/15/2017     14.00
REAL MEX RESTAUR       10.00%    4/1/2010     78.00
REALOGY CORP           12.38%   4/15/2015     27.00
REALOGY CORP           12.38%   4/15/2015     27.25
REEBOK INTL LTD         2.00%    5/1/2024     84.13
RENTECH INC             4.00%   4/15/2013     35.50
RESIDENTIAL CAP         8.00%   2/22/2011     60.00
RESIDENTIAL CAP         8.38%   6/30/2010     74.00
RESTAURANT CO          10.00%   10/1/2013     42.50
RH DONNELLEY            6.88%   1/15/2013      4.75
RH DONNELLEY            6.88%   1/15/2013      4.75
RH DONNELLEY            6.88%   1/15/2013      4.00
RH DONNELLEY            8.88%   1/15/2016      5.00
RH DONNELLEY            8.88%  10/15/2017      5.00
RITE AID CORP           8.13%    5/1/2010     74.00
RJ TOWER CORP          12.00%    6/1/2013      1.38
ROTECH HEALTHCA         9.50%    4/1/2012     19.00
SALEM COMM HLDG         7.75%  12/15/2010     55.00
SEE-CALL07/09           3.00%   6/30/2033     96.13
SHERIDAN GROUP         10.25%   8/15/2011     60.00
SILVERLEAF RES          8.00%    4/1/2010     73.50
SINCLAIR BROAD          6.00%   9/15/2012     42.25
SIX FLAGS INC           4.50%   5/15/2015     13.75
SIX FLAGS INC           8.88%    2/1/2010     13.94
SIX FLAGS INC           9.63%    6/1/2014     14.00
SIX FLAGS INC           9.75%   4/15/2013     11.00
SPACEHAB INC            5.50%  10/15/2010     45.00
SPHERIS INC            11.00%  12/15/2012     41.00
STALLION OILFIEL        9.75%    2/1/2015     33.21
STANDARD MTR            6.75%   7/15/2009     98.00
STANLEY-MARTIN          9.75%   8/15/2015     25.25
STATION CASINOS         6.00%    4/1/2012     34.75
STATION CASINOS         6.50%    2/1/2014      4.70
STATION CASINOS         6.63%   3/15/2018      3.03
STONE CONTAINER         8.38%    7/1/2012     38.00
TEKNI-PLEX INC         12.75%   6/15/2010     58.15
THORNBURG MTG           8.00%   5/15/2013      5.00
TIMES MIRROR CO         6.61%   9/15/2027      3.50
TIMES MIRROR CO         7.25%    3/1/2013      4.55
TIMES MIRROR CO         7.25%  11/15/2096      4.25
TIMES MIRROR CO         7.50%    7/1/2023      4.00
TOUSA INC               9.00%    7/1/2010      6.25
TOUSA INC               9.00%    7/1/2010      6.25
TOUSA INC              10.38%    7/1/2012      0.01
TRANS-LUX CORP          8.25%    3/1/2012     45.00
TRANSMERIDIAN EX       12.00%  12/15/2010      6.75
TRIBUNE CO              4.88%   8/15/2010      6.75
TRIBUNE CO              5.25%   8/15/2015      4.75
TRIBUNE CO              5.67%   12/8/2008      4.00
TRONOX WORLDWIDE        9.50%   12/1/2012     16.25
TRUMP ENTERTNMNT        8.50%    6/1/2015     11.00
UAL CORP                4.50%   6/30/2021     33.25
UAL CORP                5.00%    2/1/2021     40.00
USFREIGHTWAYS           8.50%   4/15/2010     42.40
VERASUN ENERGY          9.38%    6/1/2017     12.00
VERENIUM CORP           5.50%    4/1/2027     22.50
VERSO PAPER            11.38%    8/1/2016     28.00
VION PHARM INC          7.75%   2/15/2012     34.50
VISTEON CORP            7.00%   3/10/2014      3.00
VITESSE SEMICOND        1.50%   10/1/2024     59.00
WASH MUT BANK FA        5.65%   8/15/2014      0.15
WASH MUT BANK FA        6.88%   6/15/2011      0.01
WASH MUT BANK NV        5.55%   6/16/2010     23.00
WASH MUTUAL INC         8.25%    4/1/2010     64.00
WCI COMMUNITIES         4.00%    8/5/2023      1.56
WCI COMMUNITIES         7.88%   10/1/2013      1.88
WCI COMMUNITIES         9.13%    5/1/2012      1.06
WII COMPONENTS         10.00%   2/15/2012     46.00
WILLIAM LYON            7.63%  12/15/2012     34.00
WILLIAM LYONS           7.50%   2/15/2014     30.50
WILLIAM LYONS           7.63%  12/15/2012     35.00
WILLIAM LYONS          10.75%    4/1/2013     33.00
WISE METALS GRP        10.25%   5/15/2012     42.00
YOUNG BROADCSTNG       10.00%    3/1/2011      2.00



                           *********

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 **